Annual Report 2023
Annual Report for the year ended 30 April 2023 Oxford Cannabinoid Technologies Holdings Plc
Oxford Cannabinoid Technologies Annual Report 2023
Annual Report 2023
Annual Report for the year ended 30 April 2023 Oxford Cannabinoid Technologies Holdings Plc
2 Oxford Cannabinoid Technologies
Annual Report 2023
Welcome to our annual report
- year ended 30 April 2023
3Year ended 30 April 2023
Our Highlights
Strengthening of existing commercial
partnerships across the board:
• Evotec’s successful completion of
OCT461201’s preclinical package on
time and on budget
* Dalriada Drug Discovery’s work to screen
our library of cannabinoid derivates
unlocking value from our proprietary
assets
* Simbec Orion’s work on our Phase I
MHRA & Wales Research Ethics
Committee (REC 2) approval for the
Company’s rst Phase I clinical trial
just 2 years after listing. The large
unmet medical need in patients
suffering from CIPN is forecast to
have a global market valued at
US$1.17bn by 2028, which, in the view
of the Directors, could grow to over
US$7bn once combined with other
small bre neuropathies
Completion of pre-clinical
research for OCT461201
and OCT130401
4 Oxford Cannabinoid Technologies
First meeting of our
Scientic Advisory Board
– leveraging the extensive
experience of our panel of
industry-leading experts to
complement our patient-
centric strategy
Recognised in the small companies
category of The Sunday Times Best
Places to Work 2023 Awards
Strengthening of the core
team with the appointment
of Paul Smalley as Finance
Director, Rob Bennett as
General Counsel & Company
Secretary and Dr Tim Corn
as Chief Medical Ocer
5Year ended 30 April 2023
Annual Report 2023
The unwavering dedication of our
team, coupled with the support
of our partners and shareholders,
has enabled us to make signicant
progress. We remain focussed on
our mission to harness the power of
cannabinoid medicines to improve
the lives of patients.
Julie Pomeroy, Chair
6 Oxford Cannabinoid Technologies
1 2 3 4
Governance
Report
How we preserve
value
62 Governance
Report
64 Introduction
67 Executive
Committee
and Company
Secretary
68 Board of
Directors
70 Key Activities
of the Board
During 2022/23
72 Directors Duties
and Stakeholder
Engagement
77 2018 UK
Corporate
Governance Code
90 Nominations
Committee
report
99 Remuneration
Committee
report
108 Audit Committee
Report
116 Directors’ report
Financial
Statements
Our nancial
performance
122 Financial
Statements
124 Independent
Auditor’s Report
132 Consolidated
Statement of
Comprehensive
Income
133 Consolidated
Statement of
Financial Position
135 Consolidated
Statement of
Changes in Equity
136 Company
Statement of
Changes in Equity
137 Consolidated
Statement of
Cash Flows
138 Company
Statement of
Cash Flows
139 Notes to the
Financial
Statements
Additional
Information
180 Additional
Information
182 Directors and
Professional
Advisers
183 Overseas
subsidiary
operations
184 Directors
185 Substantial
shareholdings
186 Annual General
Meeting
187 Auditor
188 Directors’ and
ocers’ insurance
189 Subsequent
events
Strategic
Report
How we create
value
8 Strategic
Report
10 Our Purpose
& Values
12 Chair’s
Statement
16 CEO’s Review
22 CSO’s Review
28 Financial
Review
32 Managing
Risks
36 Principle Risks
43 Leading with
Integrity
50 Going
Concern
and Viability
Statement
57 Other
Directors’
Statements
7Year ended 30 April 2023
1
Strategic Report
How we create value
8 Oxford Cannabinoid Technologies
Our purpose & values
10
Finance review
28
Chair’s statement
12
Managing risks
32
CEO’s review
16
Principal risks
36
Going concern and viability statement
50
CSO’s review
22
Leading with integrity: a review of our
commitment to doing the right thing
43
Other directors’ statements
57
1
9Year ended 30 April 2023
Our Purpose
Our mission is to harness the therapeutic power of cannabinoids
for the benet of humankind.
Our Values - We believe in...
Integrity
We have high standards and stay true to our word; promising
ethical, timely, and quality delivery.
Respect
Anchored in respect, we foster genuine dialogue, stimulate
curiosity, value authenticity, uphold dignity, actively listen, and
stand against discrimination and dishonesty.
Inclusivity
We put people rst and are intent on improving quality of life for
those who are suering.
Excellence
Propelled by a relentless pursuit of excellence, we scrutinise
every detail and dedicate ourselves to rigorous research and
precision.
Unity
United in our purpose, we amplify all voices, share expertise, and
celebrate collective strength.
Progress
Pioneering progress, we unleash potential through science and
technology, embracing roles, and celebrating achievements.
10 Oxford Cannabinoid Technologies
Strategic report
Governance report
Financial Statements
Additional Information
Our Approach
Robust Medical
Research
Employing stringent
scientic methodologies,
we concentrate on
enhancing the structure
of cannabinoids and
securing regulatory
authorisation after
thorough clinical trials.
Addressing
Unfullled Medical
Needs
We are continually
conducting research and
advancing the repository
of cannabinoid derivatives
to address the unfullled
needs of patients and
establish ourselves as the
preferred company in the
healthcare sector.
Providing Help For
Those Who Are
Suffering
We care deeply
about people and are
passionate about our
intention to leverage the
potential of cannabinoids
to improve quality of
life for those who are
suering.
It’s our goal to make a positive inuence on the
lives of those who are suering and change the
narrative about cannabis for good.
Our Goal
11Year ended 30 April 2023
12 Oxford Cannabinoid Technologies
“After extensive
research and
development, our
lead drug candidate,
OCT461201 has now
received approval
from the Medicines
and Healthcare
Products Regulatory
Agency (MHRA) and
the Wales Research
Ethics Committee 2
(REC 2) for Phase I
clinical trials.”
Julie Pomeroy
Chair
Chair’s Statement
13Year ended 30 April 2023
As the Chair of Oxford Cannabinoid Technologies Holdings Plc
(OCT), it is with a sense of pride and optimism that I present to you
the annual report for this year. The unwavering dedication of our
team, coupled with the support of our partners and shareholders,
has enabled us to make signicant progress. We remain focussed
on our mission to harness the power of cannabinoid medicines to
improve the lives of patients.
This year has been a defining period for OCT, marked by a
number of major milestones and achievements. The transition
of OCT from a pre-clinical stage pharmaceutical company to a
clinical stage one is a testament to the dedication, expertise, and
relentless pursuit of excellence by our talented team. We have
marked this important milestone with a refresh of our corporate
identity, which we believe now better reflects our position as an
emerging leader in the sector.
We have seen two of our programmes complete their pre-clinical
stages during the year with one of them moving into a Phase I
clinical trial in Q2 2023.
After extensive research and development, our lead drug
candidate, OCT461201 has now received approval from the
Medicines and Healthcare Products Regulatory Agency
(MHRA) and the Wales Research Ethics Committee 2 (REC 2)
for Phase I clinical trials. This is not just a procedural milestone;
it is a major step towards our core objective of bringing relief to
patients suering from debilitating pain. The global market for
chemotherapy-induced peripheral neuropathy (CIPN), which
OCT461201 targets, is burgeoning. With its value forecast to
reach US$1.17 billion by 2028, this market presents a signicant
opportunity for OCT to make a dierence to patients’ quality of life.
During the year pre-clinical work on our drug candidate,
OCT130401, was completed successfully. This programme is
developing synthetic phytocannabinoids (pCBs) in combination
with a medical device.
A Year of Signicant
Progress and Transformation
Strategic report
Governance report
Financial Statements
Additional Information
Addressing Challenges
with Resilience
The pharmaceutical industry is inherently
complex and dynamic. The challenges
are multifaceted, ranging from regulatory
hurdles to nancial constraints. However,
our team, under the leadership of our
Chief Executive Ocer (CEO), Clarissa
Sowemimo-Coker, has demonstrated
resilience and innovation. The leadership
transitions during the year have been
smooth, and the new members of our
executive team, Paul Smalley, Finance
Director, and Rob Bennett, General
Counsel and Company Secretary, have
brought new insight and expertise. I would
like to thank the whole team whose
dedication and expertise have been the
driving force behind our achievements.
I would also like to thank Dr. John Lucas
and Karen Lowe, who left us during the
year, for their contribution to our journey.
Strengthening
Partnerships and
Collaborations
Our progress would not have been
possible without forging strong
partnerships and collaborations. This
year, we strengthened our collaboration
with Simbec-Orion, a clinical research
organisation with an impressive track
record. This partnership has been
instrumental in advancing our drug
candidate through to clinical trial.
Additionally, our contract research
agreement with Aptuit (Verona) SRL, a
subsidiary of Evotec SE, has been vital in
our pre-clinical work on OCT461201. These
collaborations epitomise our commitment
to aligning with industry leaders to
expedite our goals.
In August 2022, we achieved another
milestone with the inaugural meeting
of our Scientic Advisory Board (SAB) in
London. Comprising a panel of highly
regarded experts in our therapeutic areas
of interest, the SAB has been a catalyst
in bridging the gap between pre-clinical
research, clinical trials, and patient care.
The insights and guidance provided by
the SAB have been invaluable in shaping
our clinical strategy. This ensures that our
approach is not only scientically rigorous
but also patient-centric.
14 Oxford Cannabinoid Technologies
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Governance report
Financial Statements
Additional Information
Corporate Governance
Corporate governance is the backbone of
OCT. As a company listed on the London
Stock Exchange's Main Market, we are
acutely aware of the responsibilities
and scrutiny that come with this status.
Our board, advised by Rob Bennett, our
General Counsel and Company Secretary,
has ensured that our governance
structures are robust and transparent. We
have developed a comprehensive risk
management framework that is adaptive
to the ever-changing landscape of the
pharmaceutical industry. We remain
strongly committed to transparency,
accountability, and probity. We regularly
review the alignment of our governance
practices with the UK Corporate
Governance Code and other relevant
standards and regulations.
Environmental and
Sustainability Initiatives
We are also conscious of our
environmental impact and are actively
seeking ways to reduce our carbon
footprint and contribute to a sustainable
future. Following COVID-19 lockdowns,
we ended our lease on a permanent head
oce, moving to a modern technology-
enabled remote-only approach. This
not only reduces the carbon footprint
by eliminating daily commutes but also
saves time, reduces costs, and allows
us to recruit a diverse workforce beyond
commuting distance. We supplement this
remote-rst approach with co-working
spaces and periodic get-togethers to build
and reinforce culture and team cohesion.
Looking Ahead
We are now starting the clinical phases
of our lead compound whilst still
continuing with our pre-clinical work on
other compounds. Our focus remains
on harnessing the power of cannabinoid
medicines to make a meaningful dierence
in the lives of patients. We will continue
to innovate, collaborate, and uphold
the highest standards of corporate
governance. We can only do this with the
continued support of our sta, our partners
and our shareholders who have all played
such an important role in our development
so far and for which I oer my sincere
thanks. By working together, we have
the power to change lives and shape the
future of cannabinoid medicine for the
benet of patients worldwide.
Julie Pomeroy
Chair
15Year ended 30 April 2023
“In this past year,
our people have
continued to be
our foundation.
We‘re proud to
share that our
dedicated focus on
enhancing employee
engagement has led
to our recognition as
one of The Sunday
Times Best Places to
Work in 2023.”
Clarissa Sowemimo-Coker
Chief Executive Ocer.
CEO’s Review
16 Oxford Cannabinoid Technologies
Strategic report
I am immensely proud to share my rst
update as CEO of OCT. We have made
signicant progress over the year and we
believe we are poised for further success
in the next year.
Drug Development
Our lead drug candidate, OCT461201,
has successfully advanced to its PhaseI
clinical trial, marking a signicant
milestone as we transition from a pre-
clinical to a clinical-stage pharmaceutical
company. This achievement is
particularly noteworthy as OCT461201 has
demonstrated considerable promise as
a potential therapy for CIPN and Irritable
Bowel Syndrome (IBS). Our dedicated
team of scientists and researchers have
been working tirelessly to ensure that
the development of OCT461201 is based
on rigorous scientic principles. The
progression to clinical trial is a culmination
of extensive research, and it brings us one
step closer to providing a much-needed
solution for patients suering from chronic
pain conditions. It is a testament to our
unwavering commitment to innovation and
excellence in developing therapies that
can transformlives.
Business Model and Drug
Development Strategy
At OCT, our business model is thoughtfully
devised to reect our mission, values,
and commitment to excellence. We focus
on developing prescription cannabinoid
medicines, with a particular emphasis on
the signicant pain market, whilst ensuring
a patient-centred approach.
Our People
In this past year, our people have
continued to be our foundation. We‘re
proud to share that our dedicated focus on
enhancing employee engagement has led
to our recognition as one of The Sunday
Times Best Places to Work in 2023. Despite
our small team size, we see career growth
not just in terms of hierarchy, but in the
broadening of skills and responsibilities.
This unique approach enables our team
members to engage in diverse projects
and actively contribute to our Company‘s
direction. Our vibrant and supportive work
environment, which encourages both
personal and professional growth, is a
testament to our employees‘ unmatched
dedication and resilience. As we continue
to shape the future of our industry, we
thank our teams for their commitment to
our mission.
Governance report
Financial Statements
Additional Information
17Year ended 30 April 2023
Our patient-centred approach is
fundamental to our business model,
and the recent appointment of Dr. Tim
Corn as Chief Medical Ocer (CMO) at
OCT is a testament to this commitment.
Dr. Corn, an esteemed gure in the
pharmaceutical industry, has held senior
positions in several organisations and
has been instrumental in over twenty
regulatory approvals in the US and
Europe. As CMO, he will oversee clinical
research and development activities,
providing expert medical guidance. His
appointment marks a signicant step in
strengthening our senior team and aligning
our eorts with clinical excellence as we
move into our clinical phase and progress
our programmes through clinical trials
towards commercialisation. In summary,
our business model goes beyond nancial
gains; it’s about profoundly impacting lives
through innovation, collaboration, and
unwavering adherence to our values.
Scientic Advisory Board
In August 2022, OCT held the rst meeting
of its SAB in London. Hosted by our Chief
Scientic Ocer (CSO), Dr. Valentino
Parravicini, the SAB has been instrumental
in bridging the gap between pre-clinical
research, clinical trials, and patient care.
The SAB, comprising esteemed experts,
provided advice and guidance on the
design of our Phase I clinical trials for
OCT461201 and OCT130401. The insights
garnered from these meetings have been
invaluable in shaping our clinical strategy.
Additionally, the establishment of the
SAB last year reects our commitment
to cultivating a best-in-class network
of scientic, academic, and commercial
partners. With the recent appointment of
Dr. Corn as CMO, we are further bolstering
this network and validating our vision.
The SAB has continued to meet on a
regular basis, providing critical insights
and guidance, ensuring that our drug
development programmes are not only
scientically sound but also centred
around the needs of the patients.
18 Oxford Cannabinoid Technologies
Strategic report
Financial Risk
Management
I would like to emphasise the paramount
importance we place on nancial
risk management. It is essential to
our long-term sustainability and our
ability to continue making strides
in the development of cannabinoid
medicines. We are acutely aware that
our stakeholders expect judicious
management of our nancial resources.
To this end, we have been meticulously
managing our cash and resources,
ensuring that we are well-positioned to
meet our objectives. Notably, our clinical
trial for OCT461201 is being entirely funded
from OCT‘s existing resources, which is a
testament to our commitment to prudent
nancial stewardship.
Moreover, our approach to nancial
risk management is underpinned by a
comprehensive understanding of the
various types of risks, including market,
credit, and operational risks. We have
integrated risk appetite statements into
our governance framework, ensuring that
decision-making across the organisation
is aligned with our risk tolerance levels.
This approach supports us in safeguarding
OCT’s resources and ensuring the stability
of our cash ows, which is crucial for
capitalising on growth opportunities and
delivering value to our shareholders.
In conclusion, nancial risk management
is not just a function; it is an ethos that
permeates every facet of our operations.
Through vigilant governance, informed
decision-making, and a commitment
to transparency, we are fortifying OCT’s
nancial foundations and paving the way
for continued innovation and growth.
Note 20 of the notes to the nancial
statements explains the Group’s exposure
to nancial risks and how these risks
could aect the Group’s future nancial
performance.
Prudent Management
of Resources:
Ethos of Vigilant Governance
and Transparency:
Comprehensive Approach
to Various Risks:
Safeguarding Stability and
Growth Opportunities:
Ongoing
importance of
Financial Risk
Management
and Stakeholder
Expectations
1
2
4
3
Governance report
Financial Statements
Additional Information
19Year ended 30 April 2023
Outlook for the Future
As we look to the future, we feel a sense of
modest optimism and hopeful expectation.
Our lead drug candidate, OCT461201, is
poised to complete its Phase I clinical
trial in Q3 2023. This milestone is not just
a step in the regulatory process; it is a
beacon of hope for countless patients with
unmet needs in pain management. The
data we expect to gather regarding the
safety, tolerability, and pharmacokinetic
prole of OCT461201 will be instrumental
in shaping the subsequent phases of
clinical trials and supporting our indication
expansion strategy, enabling us to help
even more patients with unmet needs. We
have built a strong, dedicated team, and
our lean structure and exibility as a small
business has enabled us to remain on
target for our stated objective of regulatory
approval during 2027 – an incredibly short
timeframe made possible by our “fast-
track” drug development strategy, which
lowers developmental risk, costs, and
timeframes.
Furthermore, our pipeline of drug
candidates is robust and diverse. With
the insights gained from our SAB and
the support of our partners, we are well-
positioned to explore new therapeutic
avenues and further expand our portfolio.
Our recent expansion into oncology
(Programme 4) is just one example of
this approach in action. Our commitment
to innovation in cannabinoid medicines
remains unwavering, and we will continue
to explore the therapeutic potential of
cannabinoids in addressing a range of
conditions
Additionally, we are acutely aware of the
dynamic nature of the pharmaceutical
industry and the global healthcare
landscape. As such, we are committed to
remaining agile and adaptive, ensuring that
our strategies and operations are attuned
to emerging trends and opportunities.
Our collaborations with industry leaders
and academic institutions will continue
to be a cornerstone of our approach, as
we believe that collective wisdom and
expertise are critical to driving innovation.
Financial sustainability is also at the
forefront of our considerations. As we
advance in our drug development
programmes, we will continue to exercise
prudent nancial management, ensuring
that we are strategically allocating
resources to maximise value for our
shareholders and stakeholders.
In conclusion, the Board anticipates
a bright future for OCT. With a strong
pipeline, a committed team, and a clear
vision, we are poised to make signicant
strides in the realm of cannabinoid
medicines. Our focus remains steadfast on
improving the lives of patients living with
debilitating pain and contributing positively
to global healthcare.
20 Oxford Cannabinoid Technologies
Strategic report
Closing Remarks
In closing, I would like to extend my
deepest gratitude to our team, partners,
and shareholders for your unwavering
support and dedication, particularly
following my appointment as CEO. Your
contributions have been instrumental in
our achievements thus far and I am truly
grateful for your eorts. I am condent
in our mission and goals, and I believe
that together, we will continue to make a
meaningful impact in the lives of patients
and the medical community at large.
Clarissa Sowemimo-Coker
Chief Executive Ocer
Governance report
Financial Statements
Additional Information
21Year ended 30 April 2023
“This has been
a period of signicant
progress on all four
drug development
programmes.
We have
made exciting
breakthroughs and
have many reasons
to be optimistic
about the future.
Expanding our remit
to include oncology,
while continuing
with our primary
focus on pain, we
believe places us
at the forefront
of cannabinoid
research.”
Valentino Parravicini
Chief Scientic Ocer
CSO's Review
22 Oxford Cannabinoid Technologies
The Group currently has four key programmes that
can be summarised as follows:
OCT | Pipeline
Expanding pipeline of next generation cannabinoid drugs
Signicant value achievable by progressing drug candidates through clinical trials
OCT461201
In-licensed compound
CIPN: £1.17bn; IBS: £2.1bn TN: £1.8bn
• Initial indications: CIPN and IBS
• Phase I commenced Q2 2023
• Phase II ready Q3 2023 (anticipated)
• Potential 20 years‘ market exclusivity
• CIPN treatment market £1.17bn by 2028
(est. CAGR of 5.4% 2020-2028)
• IBS treatment market £2.1bn in 2021
(est. CAGR of 9.5% 2022-2030)
Patent Protection
• Oncology
• Lead candidate stage during 2023
(anticipated)
• Pursuit of patent protection and/or orphan
market exclusivity
(7 years US/10 years EU/JP)
• Pre-clinical development
• Initial indication: Trigeminal Neuralgia
(TN)
• Phase I ready Q1 2023
• Orphan indication market exclusively
7 years US and 10 years EU/JP
• TN treatment market £1.8bn
(est. CAGR of 6.0% 2020-2027)
01
OCT130401
Natural phytocannabinoid combination
Patent Protection
• Undisclosed orphan indication
• Preclinical stage during 2023
(anticipated)
• Pursuit of patent protection and/or
orphan market exclusivity
(7 years US/10 years EU/JP)
02
OCT + Canopy library
Cannabinoid derivative
04
OCT + Canopy library
Cannabinoid derivative
03
Strategic report
Governance report
Financial Statements
Additional Information
23Year ended 30 April 2023
Programme 1: OCT 461201
This programme is a ‘cannabinoid-like’ new
chemical entity (NCE) for neuropathic and
visceral pain conditions.
During the year, the Group has carried
out a signicant number of pre-clinical
studies which show that OCT461201 is well
positioned for small bre neuropathies, as
it successfully reduced pain in a model of
CIPN.
CIPN is the consequence of the damage
caused to the nerves by common
chemotherapeutic drugs. The hallmarks
of CIPN are pain, numbness and tingling
in the extremities. On average, up to an
estimated 60% of people undergoing
chemotherapy are aected by CIPN. CIPN
can be progressive and enduring, leading
to years of debilitation and suering.
In response to this encouraging data
in CIPN, the Company‘s strategy in
neuropathic pain, is to focus on a clinical
development programme aimed to benet
patients with small bre neuropathies, such
as cancer patients suering from CIPN, and
potentially, patients suering from diabetic
neuropathy.
Globally, there is an urgent need for
new therapies to treat CIPN as there are
currently no approved therapies for this
condition. The current standard of care
is the o-label use of gabapentinoids
(gabapentin and pregabalin) and
antidepressants (e.g. duloxetine), drugs
associated with serious side eects.
Furthermore, in some cases their overall
clinical eectiveness is inadequate, leaving
cancer patients in pain, with a reduced
quality of life and the prospect of having
to change or stop their chemotherapy
altogether.
The large unmet medical need in patients
suering from CIPN is estimated to have a
global market forecast to reach US$1.17bn
by the year 2028, which, in the view of
the Directors, could grow to over US$7bn
once combined with other small bre
neuropathies.
In July 2021, OCT entered into a £2.6million
contract research agreement for the
preclinical work on OCT461201 with Aptuit
(Verona) SRL, a subsidiary of Evotec
SE (together Evotec). This work, which
was completed in December 2022,
used Evotec‘s INDiGO programme, an
integrated drug development process
for accelerating early drug candidates
to clinical trial stage which aligns with
the Company’s strategy of accelerating
the standard pharmaceutical timelines.
The INDiGO programme provided the
comprehensive manufacturing, safety,
and toxicology packages necessary for
regulatory submission to the UK Medicines
& Healthcare products Regulatory Agency
(MHRA) and the United States Food and
Drug Administration (FDA).
In January 2023, OCT submitted a
combined clinical trials application for
OCT461201, to the MHRA and REC 2
(theSubmission). The Submission was a
pivotal moment for OCT, as it marked the
beginning of moving from a pre-clinical
stage business to a clinical stage company.
Post year end, in May 2023, we received
combined approval for the Submission
from the MHRA and REC 2, and our
rst Phase I rst-in-human clinical trial
commenced in Q2 2023. The trial is being
conducted in the UK in healthy volunteers,
with a single ascending dose. The trial aims
to demonstrate the safety and tolerability
of OCT461201, whilst also providing pivotal
information on its pharmacokinetic prole,
to conrm its value as a potential drug.
The clinical trial is anticipated to complete
within Q3 2023.
24 Oxford Cannabinoid Technologies
Programme 2: OCT 130401
This programme is developing synthetic
phytocannabinoids (pCBs) in combination
with a medical device for the eective,
safe, and non-addictive treatment of
chronic and severe pain conditions. The
initial target for OCT130401 is trigeminal
neuralgia (TN). TN is a chronic pain
condition that causes an excruciating,
stabbing, electric shock-like facial pain.
It has a fast and unexpected onset and
because of this has been dicult to treat.
Each episode may only last a few seconds,
but some people will suer multiple (up
to 100) episodes during one day. TN is
on the rise with between approximately
10,000 and 15,000 new cases diagnosed
each year. We estimate that there are
currently over 65,000 people living with
the condition in the UK.
The pCBs will be delivered to the lungs
via inhalation using a simple pressurised
metered dose inhaler (pMDI) similar to an
asthma inhaler. This alternative route of
administration bypasses issues associated
with oral delivery of cannabinoids (e.g.,
onset time, poor bioavailability and high
rst-pass metabolism). Fast onset of
the medicine is particularly important
for indications where the pain is sudden
and severe, as is the case with TN. The
low-dosage administration is aimed
at achieving a therapeutic eect while
controlling side eects and managing the
risk of abuse. pMDIs have a long history
of use, they take into account the human
factor to optimise compliance and have
a straightforward regulatory pathway.
Doctors and patients alike are familiar
with the device and this, together with
an easy to carry and easy to use design,
is expected to facilitate uptake and
compliance.
In January 2022, OCT entered into a
drug development agreement with
Charles Rivers Laboratories Edinburgh
Ltd (CharlesRivers). The Charles Rivers
work package included completing the
preclinical safety and pharmacological
work for the pMDI developed with Purisys
LLC, which provided the current Good
Manufacturing Practice active product
ingredients, and Oz UK Ltd, which
developed the formulation and the device.
In December 2022 pre-clinical work on
OCT130401 was completed successfully.
We were particularly pleased with the
‘device through life’ with each canister
comfortably delivering in excess of 160
actuations, well over the 120 required by
the regulator. This programme is now
ready to enter Phase I clinical trials, which
is subject to a fundraise.
Strategic report
Governance report
Financial Statements
Additional Information
25Year ended 30 April 2023
Phytocannabinoid-
Derivatives Library
The Group initially held a library of 93
proprietary cannabinoid derivatives,
with preliminary data from a selection
of these derivatives suggesting that the
library contains compounds that could
become candidate drug assets for a
range of pain indications. To supplement
this library, in September 2021 OCT
signed an exclusive license agreement
with Canopy Growth Corporation
(Canopy) for their entire pharmaceutical
cannabinoid derivative library, including
335 derivatives and intellectual property
rights including 14patent families and
associated research data. During the year
the Company continued to synthesise new
derivatives and the library now includes
close to 500 proprietary compounds. The
advantage of this approach is that we can
make modications to the compounds’
structures to achieve improvements in
stability, bioavailability and support the
diversication of druggable targets.
This enlarged library of cannabinoid
derivatives is at the centre of Programmes
3 and 4. OCT has been working with
Dalriada Drug Discovery Inc (Dalriada), to
screen the expanded library for the drug-
like compounds with the aim of targeting
multiple therapeutic areas, including
pain, neurology, immune-inammation
andoncology.
Dalriada previously designed, synthesised,
and experimentally tested all 335
compounds in the Canopy library which
means we are able to leverage Dalriada‘s
existing knowledge and experience as it
continues its experimental research on our
behalf. During the period we have made
signicant progress on both programmes.
New OCT CBD 4
CBN 29
New OCT THC 46
THC 69
CBG 113
CBD 214
26 Oxford Cannabinoid Technologies
Programme 3
Programme 3, OCT960609, is a dual
CB1 and CB2 agonist targeting an
undisclosed neuropathic pain indication,
which is active at 3mg/kg per os. In
our early studies, OCT960609 has
demonstrated very good bioavailability via
oral administration and displays a better
prole than tetrahydrocannabinol (THC)
(intraperitoneal; absorption bypassed)
in terms of analgesia and behavioural
alterations.
Programme 4
Programme 4 marks a signicant
expansion for the Company, as this
molecule is a potential “rst-in-class“
immunotherapy agent for the treatment
of solid tumours. Analysis of the initial
data shows excellent drug-like potential
in terms of in vitro potency and selectivity
to target, as well as in vivo availability in
blood. This implies substantive potential for
the development of a cannabinoid-based
medicine that could be taken at home, as
a tablet. We are now conducting further
studies, including a safety-pharmacology
assessment before nal candidate
selection, which we anticipate will take
place in 2024.
As the existing programmes move to
the next stages of drug development,
the library will continue to provide
opportunities to identify potential new
candidates to enter the OCT cannabinoid
research engine
Closing Remarks
In conclusion, this has been a period
of signicant progress on all four drug
development programmes. We have made
exciting breakthroughs and have many
reasons to be optimistic about the future.
Expanding our remit to include oncology,
while continuing with our primary focus
on pain, places us at the forefront of
cannabinoid research and is noteworthy
for a company of our size. Commencing
our rst clinical trial is a hugely important
milestone for the team, our partners, and
all our stakeholders and I am tremendously
proud of our achievements. We’re moving
ever closer to our ultimate goal of putting
medicines in the hands of patients in need.
Dr Valentino Parravicini
Chief Scientic Ocer
Strategic report
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Additional Information
27Year ended 30 April 2023
28 Oxford Cannabinoid Technologies
“We have advanced
all areas of the
business, meeting
our expectations and
goals, both strategic
and nancial. This has
been a well managed
process considerate
of the stakeholders in
the business. We fully
intend to maintain this
diligent approach,
thus allowing our
programmes to
progress.”
Paul Smalley
Finance Director
Financial Review
29Year ended 30 April 2023
Our nancial strategy is to support, and expedite where possible,
the overall Group aim of developing and commercialising
licensed prescription medicines by maximising the nancial
resources available for direct investment in our drug programmes.
This is achieved by operating cost-eective and risk-based
nancial and operational controls over all areas of expenditure
and investment into research and development.
Finance Strategy
Strategic report
Governance report
Financial Statements
Additional Information
Financial Performance
Following the Group’s admission to the
Ocial List and to trading on the London
Stock Exchange's Main Market in May 2021
where £14.8m net of costs was raised,
research costs increased in line with
budget in the year from £2,891k to £4,304k.
These costs mainly relate to OCT461201
where £2,038k was spent on pre-clinical
activity, ahead of the clinical trials which
commenced in Q2 2023 and OCT130401
where pre-clinical activity also progressed
as planned with expenditure of £1,874k.
Across the remaining two programmes,
£378k was spent on programmes 3 and 4
mainly relating to the development of CB1/
CB2 agonists by Dalriada. The remaining
spend of £14k related to the SAB.
Alongside the research activity, operational
costs increased from £2,320k to £2,670k,
with the main costs relating to salaries
(£1,306k) and associated expenses.
A complete review of costs was
undertaken in the year to identify areas of
potential savings to maximise the nancial
resources available for research. No
bonuses have been paid to the executive
team in the year, and remuneration for
the C-Suite and Non-Executive Directors
has been frozen at prior year rates. No
new share options have been granted in
theyear.
Exceptional items of £64k (2022: £292k) in
the year relate to share based payment
charges being prior year share options (to
sta and Board members) and warrants
issued to advisers as part of the IPO
process.
The Group beneted from a research and
development (R&D) tax credit of £1,089k
in the year, with tax losses surrendered
for the R&D tax credit payment. Due to
changes in the criteria for R&D tax credits,
research costs have been recognised in
the Company rather than the subsidiary,
Oxford Cannabinoid Technologies Ltd
(OCTL). There was a receivable of £1,848k
at the year end relating to R&D tax credits
(2022: £760k). The prior period claim
(£760k) was received in August 2023.
Both direct and indirect costs are now
embedded within the nance systems in
order to optimise the claim amount.
Cash absorbed by operations was £7,042k
(2022: £5,373k). The loss for the year was
£5,945k (2022: £4,712k). Basic and diluted
loss per share was 0.619p (2022: 0.491p).
Note 20 of the nancial statements details
the Board’s exposure to, and management
of, credit, liquidity and cashow risk.
The Group is not exposed to any signicant
interest rate or foreign exchange risks and
therefore it does not require any formal
hedging policies to be in place (as detailed
in note 20 of the nancial statements).
Other Assets
From the net proceeds raised from the
fundraising on IPO in May 2021, cash
reserves stood at £2,297k at 30 April 2023
(30 April 2022: £9,166k) and remain forecast
to have been fully utilised by April 2024.
The licence agreement for OCT461201
held as an intangible asset by the Group
was not impaired in the year (2022: £20k),
in addition to an amortisation charge of
£39k (2022: £36k) in the year, resulting
in a closing net book value (NBV) of £7k
(30April 2022: £46k).
Prepayments of £255k (30 April 2022:
£1,472k) related to a contract research
organisation (CRO) invoicing in advance of
works to conclude the pre-clinical phase
on Programme 1. The majority of these
prepayments are for annual insurances.
30 Oxford Cannabinoid Technologies
Trade and Other Payables
Trade payables of £286k (30 April 2022:
£1,798k) form the majority of current
liabilities of £584k (30 April 2022: £2,025k).
Accruals of £286k (30 April 2022: £174k)
largely relate to professional services and
advisers.
Key Performance
Indicators
The Group has three core KPIs:
In addition to these three key performance
indicators that are analysed by the Board,
wider nancial information is reviewed to
ensure the most important and relevant
aspects of the Group’s performance are
measured and communicated, including
research expenditure (as described under
Financial Performance). There is a focus on
best value is achieved and costs remain
within budget.
Paul Smalley
Finance Director
KPI 2023 Outcome
Non-nancial
Delivery of milestones detailed in
the IPO prospectus for the four core
programmes
The lead programme, OCT461201, and
Programmes 3 and 4 remain on target.
OCT130401 was paused post completion
of pre-clinical, in order to extend the
Group's cash runway.
Financial
Cash runway (i.e. the length of time
that the cash balance will last given the
current cash burn rate)
The Group has a cash runway until April
2024.
Financial
Current ratio (i.e. the ability of the
Group to meet its liabilities due within
12 months with its current assets) is
calculated by dividing current assets by
current liabilities.
At 30 April 2023, the Group’s current ratio
was 7.9 (30 April 2022: 5.8), as a result of
cash and current liabilities reducing.
Strategic report
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Financial Statements
Additional Information
31Year ended 30 April 2023
Managing Risks
32 Oxford Cannabinoid Technologies
At OCT, we understand that risk management is an integral part of our business
operations. It is a continuous, proactive process that involves identifying, assessing,
responding to, and monitoring risks. Our risk management process is designed to
protect our business and help us achieve our objectives. In line with our commitment to
constant improvement, we have undertaken a thorough overhaul of our risk management
practices. This comprehensive review and subsequent renements enable us to be more
adaptable in an ever-changing environment, bolstering our resilience and supporting the
continued achievement of our goals.
Risk Management
Our Approach to Risk
Our approach to risk management is
both strategic and comprehensive. We
consider internal and external drivers of
operational, hazard, nancial, and strategic
risk areas over short, medium, and long-
term timescales. We consider the eects
they could have on our business model,
our culture, and our strategy. We believe
that eective risk management is essential
to the successful execution of our strategy
and the achievement of our objectives.
Risk Appetite
Our risk appetite is determined by the
nature of the risk and how that risk could
aect us. We have a higher appetite
for risks that present us with a clear
opportunity for reward, and we actively
seek out those that provide the greatest
opportunities. We have some appetite
for risks with a possible opportunity for
reward. With these risks, we carefully
balance our mitigation eorts with our view
of the possible rewards. We have a very
low appetite or tolerance for risks that only
have negative consequences, particularly
when they could adversely impact health
& safety, our values, culture, or business
model. We aim to eliminate these risks
with our mitigation eorts. The Board sets
and regularly reviews key and principal
risks.
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Additional Information
33Year ended 30 April 2023
Identication:
We identify risks from both a bottom-up and
a top-down perspective. We record these in
programme risk registers. We also conduct
ad hoc reviews of new and emerging risks
throughout the year as they arise.
Monitoring and Reporting:
We provide a consolidated key risks report to
the Executive Committee and Board for review,
using escalation criteria previously set by them.
Mitigation plans and the progress made against
them are also reported. The Board considers and
agrees on the key risks, appetites, and mitigation
strategies which are fed back to risk owners. We
conduct this exercise twice yearly and it is used
to determine the Group’s principal risks.
Response:
Risks that require a response have additional
mitigation strategies agreed and a future action
plan drawn up together with a timeframe. We
assign responsibility for the implementation of
action plans.
1 2
Categorisation
& Assessment:
We assess risks using a business-wide scoring
mechanism that considers both the likelihood
of occurrence and the potential impact. We
prioritise them by their risk score, and an
assessment of the level of exposure against our
risk appetite. The assessment criteria of impact
and likelihood, however, is adapted to each risk
category to ensure that it is appropriate for the
nature and scope of the risks in that category.
Risks that exceed our appetite may require
additional risk response.
4 3
The Risk Management
Process
Our risk management process involves
four key steps:
34 Oxford Cannabinoid Technologies
Risk Register:
We record risk registers for each programme in
our drug development pipeline. In addition to
this, there is a business-wide risk register that
looks at risks across the business. The registers
include all the information required to capture
the risk accurately and are maintained on our risk
management information system. We identify
an owner for each risk register responsible for its
maintenance as well as the risks it contains.
In conclusion...
our risk management process is a comprehensive
approach that involves identifying, assessing,
responding to, and monitoring risks. It requires
the active involvement of the Board, senior
management, and all employees. It also
necessitates the implementation of robust
policies and procedures, eective risk reporting,
and a culture that encourages the identication
and management of risks.
Principal Risks:
We consolidate the principal risks from the key
risk report. These are those risks that we consider
could have a potentially material impact on our
operations and/or achievement of our strategic
objectives.
1 2
Key Risk Dashboard:
We consolidate our key risk report from the
risk registers. This report outlines the highest-
scoring risks, emerging risk issues, the biggest
inuences on our risk prole, and changes to
the risks reported. The key risk dashboard also
provides a business-wide perspective on risks.
4 3
Reports
Our risk reporting structure includes:
Strategic report
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35Year ended 30 April 2023
Principal Risks
36 Oxford Cannabinoid Technologies
Risk and Impact
OCT‘s operations could be signicantly impacted if we fail to attract, retain,
and develop our key personnel or lose a key team member.
Mitigating Factors
We operate share option schemes and oer competitive reward packages to
recruit and retain key sta. We have forward planning of stang needs and
recruitment strategies in place. In the post-COVID-19 era, we have adopted
a remote-rst approach, allowing us to recruit the best talent without
geographical constraint, while oering co-working solutions for those who
prefer not to or cannot work from home. We continue to focus on leadership
development and succession planning.
Mitigation Actions in 2023
We will continue to review and enhance our reward and recognition
packages. We will rene our stang needs and recruitment strategies based
on our programme progression and business growth.
Risk Appetite
The success of OCT is driven by our key personnel. We have a low appetite
for people risk and strive to ensure our team feels valued, rewarded
appropriately, and has opportunities to develop and progress in their OCT
career. We understand sta turnover is a part of all organisations, but we
strive to minimise this risk through our mitigation strategies.
People
Strategic report
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Financial Statements
Additional Information
37Year ended 30 April 2023
Risk and Impact
There is a risk that regulatory agencies may delay our application, impacting
our strategic objectives and potentially altering the programme strategy. This
could result in a delay in OCT‘s ability to generate product revenues.
Mitigating Factors
To mitigate this risk, OCT maintains dialogue with clinical sites to ensure
exibility in clinical timelines. We also employ a thorough vendor selection
process to ensure high-quality data, choosing to work with Tier 1 drug R&D
CROs.
Mitigation Actions in 2023
We will continue to maintain regular interaction with clinical sites and
regulatory agencies to ensure we are aligned with their expectations and can
adapt quickly to any changes. We will also continue to evaluate our vendor
selection process to ensure we are working with high-quality vendors that
provide reliable data.
Risk Appetite
OCT understands the inherent risks involved in the regulatory approval
process for new drug products. We have a low appetite for risks that could
lead to signicant delays in our programme strategy. We strive to mitigate
this risk through careful planning, regular communication with regulatory
agencies and clinical sites, and ensuring the quality of our data through
rigorous vendor selection.
Delayed Drug Development
38 Oxford Cannabinoid Technologies
Risk and Impact
In line with other pre-revenue pharmaceutical development companies,
there is a risk that OCT fails to develop a drug product that can be approved
by the regulatory agencies and marketed. Failure can occur at any stage
during the research and development process. Any termination of any
phase in development of our drug candidates risks harming the commercial
prospects of the drug candidates. The failure to develop an approved drug
product could ultimately lead to the cessation of the business.
Mitigating Factors
OCT is running multiple programmes across several value inection points
to diversify risk. An experienced CSO is engaged, and we work with leading
specialists in the eld to complete testing and screening on our behalf.
An SAB of leading specialists has been established to oversee the clinical
development plan. We maintain strong communication channels with
regulatory bodies, engaging early prior to moving to clinical trials.
Mitigation Actions in 2023
We will continue to look to diversify our portfolio of drug development
programmes to mitigate the risk of failure in any single programme. We have
recently appointed a CMO to strengthen the team and oversee our clinical
trials. We will also continue to engage with leading specialists and our SAB
to guide our development eorts. Regular and proactive engagement with
regulatory bodies will remain a key focus to ensure we are aligned with
regulatory expectations and guidelines.
Risk Appetite
Given the nature of pharmaceutical development, OCT understands that
there is a high degree of risk and a high rate of failure amongst companies
for drug candidates proceeding through clinical trials. However, we strive
to mitigate this risk through careful planning, diversication of programmes,
and leveraging the expertise of our team and advisory board. We have a low
appetite for risks that could lead to the cessation of the business.
Unsuccessful Drug Development
Strategic report
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Financial Statements
Additional Information
39Year ended 30 April 2023
Risk and Impact
OCT relies on third parties, including CROs, to perform Good Practice
(GXP) activities in a satisfactory manner. There is a risk that the quality of
this research is below the required standard for the results to be relied on
as part of OCT's applications to the regulatory agencies for their drugs to
be licensed. If CROs fail to comply with applicable current good practices
(cGXPs), the clinical data generated in OCT's R&D may be deemed
unreliable. The regulatory authorities may require OCT to perform additional
activities before approving marketing applications, causing signicant delays
to commercialisation and requiring signicantly greater expenditures.
Mitigating Factors
To mitigate this risk, OCT only uses experienced partners with a successful
track record in performing clinical trials to the right cGXPs. The CSO engages
with regulatory authorities to conrm the required cGXPs. We establish
contractual obligations and penalties for the quality of services with our CRO
partners and operate quality assurance processes by the CSO with support
from quality assurance and regulatory subject matter experts.
Mitigation Actions in 2023
We will continue to monitor the performance of CRO partners and their
adherence to cGXPs. We will review the outcomes of CSO engagement with
regulatory authorities and evaluate the eectiveness of quality assurance
processes and the support provided by quality assurance and regulatory
subject matter experts. We will also assess the enforcement of contractual
obligations and penalties with CRO partners.
Risk Appetite
OCT has a very low-risk appetite when it comes to quality assurance. We
understand the critical importance of maintaining high standards in our
research and development activities, and we strive to ensure that all third-
party partners adhere to the highest levels of good practice.
Quality Assurance
40 Oxford Cannabinoid Technologies
Risk and Impact
As a pre-revenue company investing in drug development, OCT faces the
risk of insucient funds potentially compromising our ability to continue
development and operations. OCT‘s reliance on fundraising and R&D
tax credits may result in insucient funds for operations, causing delays,
nancial instability, and diculty in attracting new investors.
Mitigating Factors
To mitigate this risk, OCT implements cash ow forecasting and actively
manages cash ow and is fully aware when additional cash is required for its
programmes. Our executive team reviews all expenditures to ensure we are
making the most eective use of our resources.
Mitigation Actions in 2023
We will continue to implement and rene our cash ow forecasting and
active cash management strategies. We will also continue to review
all expenditures to ensure we are making the most eective use of our
resources.
Risk Appetite
OCT understands the nancial risks inherent in pre-revenue pharmaceutical
development. We have a low appetite for risks that could lead to nancial
instability or the inability to continue our operations. We strive to mitigate this
risk through careful nancial planning, cash ow management, and prudent
expenditure.
Cash Management
Strategic report
Governance report
Financial Statements
Additional Information
41Year ended 30 April 2023
Risk and Impact
With the funds raised from the IPO expected to be fully utilised by April
2024, there is a risk that OCT will be unable to raise funds at appropriate
rates and at the right time for the business’s needs. Significant volatility in
the Group’s share price, unsupportive shareholders, negative news stories,
and unfavourable market conditions could impact our ability to raise further
funding. This could result in a lack of cash for operations, causing financial
instability and difficulty in attracting new investors.
Mitigating Factors
To mitigate this risk, OCT maintains consistent, frequent, and transparent
investor relations. We have a crisis communications strategy in place, with
detailed specic issue preparedness. Our CEO and board members maintain
relationships with current investors and outreach to potential new investors.
OCT is actively engaging with shareholders in a variety of ways, including
in-person and virtual meetings, regular podcasts, and recorded visual
interviews with Proactive Investor, StockBox and Investor Meet Company. We
have also been attending and speaking at numerous conferences, releasing
articles to keep shareholders updated on the Company's progress. These
eorts ensure that our shareholders are kept informed of developments and
that their voices are heard.
Mitigation Actions in 2023
We will continue to maintain regular and transparent communication
with our investors and the market. We will also continue to rene our
crisis communications strategy and investor outreach eorts. Regular and
proactive engagement with our current and potential investors will remain a
key focus.
Risk Appetite
OCT understands the nancial risks inherent in fundraising for pre-revenue
pharmaceutical development. We have a low appetite for risks that could
lead to nancial instability or the inability to continue our operations. We
strive to mitigate this risk through careful nancial planning, investor relations
management, and prudent expenditure.
Fundraising
42 Oxford Cannabinoid Technologies
Leading with Integrity:
A Review of Our Commitment
to Doing the Right Thing
Strategic report
Governance report
Financial Statements
Additional Information
43Year ended 30 April 2023
Our Ethical Approach
to Business
Our business model is
built on a foundation
of integrity and ethical
conduct. We believe that
doing the right thing is
not just a moral obligation
but also a key driver of
sustainable success.
This year, we have taken signicant steps
to embed ethical considerations into our
decision-making processes, ensuring that
our actions align with our values and the
expectations of our stakeholders. This
commitment is reected in our adherence
to the Animal Welfare Act 2006 and our
voluntary ban on testing on great apes,
even in countries where it is legal to do so.
We recognise the ethical responsibility to
treat all animals respectfully, while striving
to minimise their pain or distress, and to
avoid it completely whenever possible. To
this end, OCT is committed to following
the high standards of internationally
recognised practices on the humane
treatment of animals. We uphold and
embrace the “3Rs” of animal research,
namely:
• the replacement of animals when
possible and/or acceptable;
• the reduction of the numbers of
experiments and of animals required
by each experiment; and
• the minimisation of pain and distress,
by means of renement of animal
studies procedures
All animals used in OCT studies
are specically bred for research. In
addition, all facilities where animals are
bred, housed, or undergo procedures
are accredited by the Association
for Assessment and Accreditation of
Laboratory Animal Care (i.e., AAALAC-
accredited) or are in the process of rst
accreditation and undergo regular visits
by AAALAC. This ensures that all animal
sta are competent, trained, continuously
educated and assessed. OCT ensures that
qualied veterinarians are available
at all times for advice and help in the care
of animals.
We do not work with or test cosmetics,
food, or drink supplements.
Environmental
Stewardship
We recognise our responsibility
towards the environment and have
implemented measures to reduce our
carbon footprint. Our transition to a
remote-rst working model, initiated in
response to the COVID-19 lockdowns,
has not only improved our operational
eciency but also signicantly reduced
our contribution to transportation-related
emissions. We have also terminated
our lease on our traditional oce space,
further reducing our environmental
impact. We are committed to exploring
further opportunities to enhance our
environmental performance and contribute
to a sustainable future.
44 Oxford Cannabinoid Technologies
Task Force on Climate-
Related Financial
Disclosures (TCFD)
Since its inception, OCT has operated
with a streamlined, virtual-centric
model, which inherently limits our direct
environmental footprint. We have neither
acquired physical facilities nor undertaken
activities with notable environmental
implications, rendering our exposure to
climate-related risks minimal. However,
as we chart our course beyond 2023,
our commitment is unwavering towards
comprehending our environmental
footprint and crafting sustainability
strategies over the forthcoming 5 years,
aptly suited to our operational size, and
taking steps to address the eleven TCFD
recommendations with the four thematic
areas detailed below.
While limited in its environmental
impact, our operational ethos is
underscored by a proactive approach
to environmental stewardship. Our core
pursuits are anchored in drug research
and development. As of now, aside from
our sustained drive to minimise travel, no
pronounced climate risks have surfaced.
Governance
Disclose the organisation’s governance
around climate-related risks and
opportunities.
Describe the board’s oversight
of climate-related risks and
opportunities
The Board actively recognises the
significance of climate-related
risks and opportunities. While the
Company does not have a dedicated
climate risk committee at present, the
Board is mindful that as the business
grows there will be need to evaluate
how to practically and effectively
incorporate the evaluation of climate-
related risks and opportunities
within Board, sub-committee,
and management decision-making
and reporting.
Describe management’s role in
assessing and managing climate-
related risks and opportunities.
OCT recognises that the management
team has a crucial role in the day-to-
day assessment and management
of climate-related risks and
opportunities. The Directors are
aware that there will be a need to
explore ways to further to evaluate
climate-related matters within both
the management‘s operational
procedures and the broader
governance structure, including
potential sub-committees and
reporting mechanisms.
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Additional Information
45Year ended 30 April 2023
Strategy
Disclose the actual and potential impacts
of climate-related risks and opportunities
on the organisation’s businesses, strategy,
and nancial planning where such
information is material.
Describe the climate-related risks
and opportunities the organisation
has identied in the short, medium
and long term.
In the short term, OCT‘s operational
model presents minimal direct
climate-related risks. As OCT looks
toward the medium and long term,
especially considering potential
expansion, the Board will actively
identify opportunities to minimise
OCT’s carbon footprint and enhance
its positive impact on environmental
sustainability.
present operational model intrinsically
curtails its environmental impact,
positioning it favourably even under
stringent climate scenarios, such as
the 2°C-or-lower target. The Board
is committed to reviewing and
refining its strategy in light of evolving
climate-related insights as it becomes
appropriate to do so.
Risk Management
Disclose how the organisation identies,
assesses and manages climate-related risks.
Describe the impact of climate
related risks and opportunities
on the organisation’s businesses,
strategy and nancial planning.
OCT’s remote-first approach
has minimised its contribution to
transport-related emissions. Beyond
the evident environmental benefits,
this decision also streamlines our
operations, potentially leading to
financial efficiencies by reducing
overheads and bolstering productivity.
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a
2°C-or-lower scenario.
OCT‘s strategy is inherently resilient,
crafted to accommodate a spectrum
of climate-related scenarios. OCT’s
Describe the organisation’s
processes for identifying and
assessing climate-related risks.
OCT employs a rigorous risk
management process, central to our
business operations. This involves
a continuous cycle of identifying,
assessing, responding to, and
monitoring risks, including those
related to climate. While climate
change was not highlighted as a
principal risk for the fiscal year ending
30 April 2023, our comprehensive
approach ensures that we remain
vigilant to emerging climate trends
and their potential implications. We
identify risks from both bottom-up
and top-down perspectives, recording
them in programme risk registers and
conducting ad hoc reviews as new
risks emerge.
Describe the organisation’s
processes for managing climate-
related risks.
Once identified, we categorise and
assess risks using a business-wide
scoring mechanism, considering both
their likelihood and potential impact.
Risks that exceed our appetite or
those that present clear opportunities
46 Oxford Cannabinoid Technologies
for reward are given special attention.
For such risks, mitigation strategies
are developed, action plans are drawn
up, and responsibilities are assigned
for their implementation. Our transition
to a remote-first working model,
for instance, was in part a strategic
response to potential climate-related
risks associated with transportation
emissions.
Describe how processes for
identifying, assessing, and
managing climate-related risks are
integrated into the organisation’s
overall risk management.
The Board consistently reviews key
risks, ensuring a comprehensive
approach that addresses both
traditional and climate-related
challenges. The Executive Committee
and Board is updated with
consolidated risk reports, enabling
informed strategic decisions. Our
robust risk management involves
the Board, management, and staff,
supported by solid policies and
proactive risk identification. As we
progress, we‘ll adapt our strategies to
emerging climate insights, prioritising
sustainability and resilience.
Metrics & Targets
Disclose the metrics and targets used
to assess and manage relevant climate-
related risks and opportunities where such
information is material.
managing its carbon footprint. Given
our distinctive operational model,
where we neither own laboratories
nor have a centralised office, our
direct environmental impact is
inherently limited. We monitor our
operations to ensure alignment with
best practices in sustainability.
Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3
greenhouse gas (GHG) emissions,
and related risks.
Our Scope 1 and Scope 2 GHG
emissions are minimal due to our
remote operational model. We
are vigilant about potential Scope
3 emissions, ensuring that our
broader supply chain also prioritises
environmental sustainability. While
OCT is not currently subject to
GHG reporting requirements, we
understand the need in the future
as it becomes relevant to assess our
environmental impact and are aware
of the challenges in quantifying the
complete carbon footprint of our
supply chain.
Describe the targets used by the
organisation to manage climate-
related risks, opportunities and
performance against targets.
While we‘ve already made
progress in minimising our carbon
footprint, we intend to define clear
targets for further reductions when
it becomes appropriate to do so.
We commit to regularly reviewing
and reporting our performance
against these targets in annual
disclosures, ensuring transparency
and accountability.
Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities
in line with its strategy and risk-
management process.
OCT recognises the importance of
metrics in understanding and
Strategic report
Governance report
Financial Statements
Additional Information
47Year ended 30 April 2023
Social Responsibility
We are dedicated to creating a diverse
and inclusive workplace where everyone
is treated with respect and dignity. We
believe that our commitment to social
responsibility extends beyond our
organisation to the wider community.
Further details of our stakeholder
engagement can be found in our s172
Statement on page 72.
Governance
We understand the importance of strong
governance in maintaining the trust of
our stakeholders. We have implemented
robust governance structures and
processes to ensure transparency,
accountability, and compliance with
all relevant laws and regulations. Our
commitment to doing the right thing is
reected in our zero-tolerance approach
to bribery and corruption, as well as our
adherence to the professional codes
of industry associations including ABPI,
AAALAC, AALAS, Bioindustry Association,
CDP, DA4S, NC3Rs and the Scottish
Lifesciences Association. Further details
of our governance can be found in our
Governance Report starting on page 62.
In conclusion, OCT is deeply committed
to a sustainable future, continuously
assessing its environmental impact and
adapting its strategies to ensure minimal
carbon emissions, even as we consider
potential expansion in the future.
48 Oxford Cannabinoid Technologies
In conclusion, doing the
right thing is at the heart
of our business. We are
committed to acting with
integrity, respecting the
environment, contributing
positively to society,
and maintaining strong
governance. We believe
that this commitment
will drive our sustainable
success and make a
meaningful dierence in
the world.
Strategic report
Governance report
Financial Statements
Additional Information
49Year ended 30 April 2023
Going Concern and Viability
Statement
50 Oxford Cannabinoid Technologies
The Directors have reviewed the Group‘s nancial position for the
12 months following the approval of these nancial statements.
The Group‘s business activities, nancial standing, and factors
likely to inuence its future development, performance, and
position are detailed in the CEO‘s Review and Financial Review.
A
Principal Risks Assessment
The Group‘s capital management objectives, policies, and
processes, nancial risk management objectives, nancial assets
and liabilities details, and its exposure to credit and liquidity risks
are elaborated in notes 20 and 21 of the nancial statements.
B
Trading Results, Future Trading Forecasts,
and Financial Scenario Modelling Review
The Group prepares budgets and cash ow forecasts to ensure
it can meet its liabilities as they fall due, with stringent controls in
place to manage cash going forward. However, the Directors have
identied a material uncertainty that may cast signicant doubt on
the Group‘s ability to continue as a going concern without raising
additional funds. The Group‘s cash runway extends only 8 months
beyond the signing of these accounts, assuming that the planned
programme research remains unchanged. Therefore, the Group
may be unable to realise its assets and discharge its liabilities in
the normal course of business.
C
Funding and Cash Reserves
The Board is planning for the next round of funding, previously
signalled, to support our current drug development programmes
through to their next stage of development and key value
inexion points. Cash remains well-managed with the next round
of fundraising due to take place by the end of Q4 2023, market
permitting. In the absence of, or delay in obtaining any further debt
or equity funding, the existing cash funds will be fully utilised by
April 2024.
Going Concern
Strategic report
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Financial Statements
Additional Information
51Year ended 30 April 2023
D
Results of Scenario Testing
The uncertainty as to the future impact on the Group of the
ongoing global situation has been considered as part of the
Group‘s adoption of the going concern basis. The Directors
are condent that the Group is working in alignment with the
development plan. Several key partners have been onboarded
and drug development work continues in earnest, with
Programme 1 (OCT461201) having started its clinical trial in Q2 2023.
E
Conclusion on Going Concern
After considering the Group‘s current nancial position, the
Directors have concluded that there is a reasonable expectation
that the Group has adequate resources to continue its operational
existence for the foreseeable future. This conclusion is based on
the Group‘s current cash position, the planned future fundraising,
and the ongoing development of its drug discovery programmes.
However, it is acknowledged that the Group‘s ability to continue
as a going concern is dependent on successful future fundraising
and the progression of its drug development programmes. The
Directors are actively managing these risks and uncertainties and
are condent in the Group‘s ability to raise the necessary funds
and progress its drug development programmes as planned.
Therefore, the nancial statements have been prepared on a
going concern basis, which contemplates the continuity of normal
business activities and the settlement of liabilities in the ordinary
course of business.
The Directors will continue to monitor the Group‘s going concern
status, particularly in light of the ongoing global situation and its
potential impact on the Group‘s operations and nancial position.
They are committed to taking appropriate actions as necessary to
ensure the continued viability of the Group.
52 Oxford Cannabinoid Technologies
A
Assessment of Long-term Prospects
The Directors have assessed the prospects of the Company
over a longer period than the 12 months minimum required
by the 'Going Concern‘ provision. The Directors anticipate the
regulatory approval of the rst drug produced by OCT in 2027.
This milestone will mark a signicant shift in the Group‘s nancial
position and is a key factor in the Directors‘ assessment of the
Group‘s viability. The Group‘s strategy is well documented and,
in addition to Programme 1 which is in clinical trials, includes
medium-term targets of developing Programmes 2, 3 and 4, each
targeting dierent therapeutic areas and each at dierent stages
of development. The Group currently generates no revenue and
relies on its cash reserves and future fund raising exercises to fund
its clinical trials.
B
Current Position
The Group‘s current position is characterised by a strong focus
on drug development, with several key partners onboarded and
drug development work continuing in earnest, supported by
the Group‘s current nancial position of £2,297k cash in the bank
as of 30 April 2023. The Group‘s cash runway extends 8 months
beyond the signing of these accounts, assuming that the planned
programme research remains unchanged. Therefore, the Group
may be unable to continue its research and discharge its liabilities
in the normal course of business. However, the Board is planning
for the next round of funding, previously signalled, to support
our current drug development programmes through to their next
stage of development and key value inexion points.
C
Strategy and Business Model
The Group‘s strategy involves the development of Programme 1
(OCT461201), a patent-protected new chemical entity targeting
CIPN and IBS and Programme 2 (OCT130401), which is the
development of synthetic pCBs for the eective, safe, and
non-addictive treatment of chronic and severe pain conditions.
The Group is also working on expanding its portfolio with the
development of Programmes 3 and 4, which involve screening
an expanded library of cannabinoid derivatives with the aim of
targeting multiple therapeutic areas, including pain, neurology,
immune-inammation, and oncology
Long-term Prospects and Viability
Strategic report
Governance report
Financial Statements
Additional Information
53Year ended 30 April 2023
D
Robust Assessment of Principal Risks
The Group is faced with several principal risks, including the
potential failure of signicant drug development programmes,
the inability to secure additional funding, and the ongoing
global situation. To manage these risks, the Group has set clear
objectives and policies and has implemented processes for
managing its capital and nancial risk. Detailed information about
the Group‘s nancial assets and liabilities, as well as its exposure to
credit risk and liquidity risk, can be found in note 20 of the nancial
statements. The Group also prepares budgets and cash ow
forecasts to ensure it can meet its liabilities as they fall due and
has strict controls in place to manage cash eectively. Despite the
risks and uncertainties, the Directors are actively managing these
issues and remain condent in the Group‘s ability to secure the
necessary funds and advance its drug development programmes
as planned.
E
Assessment of Viability
The Directors have acknowledged a signicant uncertainty that
may impact the Group‘s sustainability, but they are condent in
the Group‘s alignment with the development plan. They have
successfully partnered with key stakeholders, and the Group is
actively engaged in drug development, with a clinical trial for
OCT461201 commenced in Q2 2023. It is important to note that the
Group‘s viability does not solely rely on the success of a single
drug development programme. The Group has a library of almost
500 proprietary cannabinoid derivatives, which serves as a robust
pipeline for future development.
Furthermore, the Group‘s long-term viability is supported
by its broader drug development lifecycle, which includes
Programmes 2, 3, and 4. These programmes oer potential future
value for the Group and are at dierent stages of development,
targeting various therapeutic areas. The diversication of these
programmes helps mitigate the risks associated with any single
drug development project and provides multiple opportunities for
future success.
54 Oxford Cannabinoid Technologies
F
Time Period and Scenario Modelling
The time horizon for the viability assessment extends to 2027,
which is when the Directors anticipate that Programme 1 will
achieve regulatory approval.. Scenario modelling includes
potential adverse or unsatisfactory results from clinical trials
resulting in programmes being terminated and lack of equity
raising. However, the Group‘s viability is not solely dependent
on the success of a single drug development programme but
is supported by a library of almost 500 proprietary cannabinoid
derivatives, providing a robust pipeline for future development.
G
Results of Scenario Testing
Our viability testing takes into account the potential impact of
signicant failures in drug development. While such failures could
pose challenges, they do not fundamentally alter the Company's
overall drug development potential. This is due to the robustness
of our portfolio, providing a range of opportunities for discovery
and development.
While a failure in a particular drug development programme
could have specic negative impacts, it does not change the
overall outcome of the viability testing. This is because the Group
has multiple strategies in place to generate additional capital if
needed. These strategies include the potential sale of existing
programmes in the current drug development portfolio, licensing
of intellectual property rights, raising equity nancing in the public
markets, or exploring other private nancing options. These
measures provide the Group with a degree of resilience and
exibility, enabling it to navigate potential challenges and continue
its operations even in the face of adverse outcomes in specic
drug development programmes.
Strategic report
Governance report
Financial Statements
Additional Information
55Year ended 30 April 2023
H
Conclusion on Viability
Based on the results of this analysis, the Directors have a
reasonable expectation that the Group will be able to continue in
operation and meet its obligations as they fall due over the period
to 2027. This conclusion is based on the Group‘s current cash
position, the planned future fundraising, the ongoing development
of its drug discovery programmes, and the robustness of its
cannabinoid library. However, it is acknowledged that the
Group‘s viability is dependent on successful future fundraising,
the progression of its drug development programmes, and the
management of principal risks. The Directors will continue to
monitor the Group‘s viability status, particularly in light of the
ongoing global political, economic, social, technological, legal and
environmental situation and its potential impact on the Group‘s
operations and nancial position. They are committed to taking
appropriate actions as necessary to ensure the continued viability
of the Group.
56 Oxford Cannabinoid Technologies
Other Directors’ Statements
Strategic report
Governance report
Financial Statements
Additional Information
57Year ended 30 April 2023
Our Ethical Approach
to Business
The Directors are responsible for preparing
the Directors’ Report, Strategic Report,
Directors’ Remuneration Report and the
nancial statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Group and Company nancial
statements for each nancial year. The
Directors are also required to prepare
Group nancial statements in accordance
with UK adopted International Accounting
Standards under the Listing Rules of the
Financial Conduct Authority for companies
trading on the Main Market. Under the
Listing Rules, the Directors have also
elected to prepare the Company nancial
statements in accordance with UK adopted
International Accounting Standards.
Under company law the Directors must
not approve the nancial statements
unless they are satised that they give a
true and fair view of the state of aairs and
prot or loss of the Group and Company
for that period. In preparing the Group
and Company nancial statements, the
Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• state whether they have been prepared
in accordance with UK adopted
International Accounting Standards; and
• prepare the nancial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and the Company will continue
in business.
The Directors are responsible for keeping
adequate accounting records that are
sucient to show and explain the Group’s
and Company’s transactions and disclose
with reasonable accuracy at any time
the nancial position of the Group and
Company and enable them to ensure
that the nancial statements comply with
the Companies Act 2006. They are also
responsible for safeguarding the assets
of the Group and the Company and
hence for taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
Website Publication
The Directors are responsible for
ensuring the Annual Report and the
nancial statements are made available
on a website. Financial statements are
published on the Company’s website in
accordance with legislation in the United
Kingdom governing the preparation and
dissemination of nancial statements,
which may vary from legislation in other
jurisdictions. The maintenance and
integrity of the Company’s website is
the responsibility of the Directors. The
Directors’ responsibility also extends
to the ongoing integrity of the nancial
statements contained therein.
Report Review Process for
the Annual Report
The consolidated nancial statements
are drafted by appropriate members of
the reporting and leadership teams and
co-ordinated by the Finance Director to
ensure consistency. A series of planned
reviews is undertaken by the reporting
team and Executive Directors. In advance
of nal consideration by the Board, they are
reviewed by the Audit Committee.
58 Oxford Cannabinoid Technologies
Disclosure of information
to the Auditor
The Directors who held oce at the date of
approval of this Report of Directors conrm
that so far as each Director is aware:
• there is no relevant audit information
of which the Company’s auditor is
unaware; and
• the Directors have taken all steps that
they ought to have taken as Directors
to make themselves aware of any
relevant audit information and to
establish that the auditor is aware of
that information.
Future developments
The Directors consider that the continued
investment in the development of
the Group’s four core development
programmes will allow the business to
obtain regulatory approval for its rst
programme during 2027. Continued
progress towards Phase I clinical trials
for two of the four drug development
programmes post period end provide
further assurance to the Board that the
Group is on target to deliver the key stages
in the four programmes as outlined in the
Chair’s Statement and the Strategic Report.
The Board’s review of the
system of internal control
The Board is responsible for the Group’s
overall approach to risk management
and internal control and has reviewed the
Group’s risk management and internal
controls systems for the period 1 May
2022 to the date of this Annual Report and
Financial Statements and is satised that
they are eective.
Section 172(1) statement
The Board reviews all matters and
decisions through the consideration and
discussion of reports which are sent in
advance of each of their meetings and
through presentations to the Board. When
the Directors discharge their duty as set
out in section 172 of the Companies Act
2006 (‘section 172’ or ‘s.172’).
The Directors are required to include a
statement of how they have had regard to
stakeholders and the other factors set out
in section 172(1)(a) to (f) when performing
their duty. The full s.172(1) statement may
be found on pages 72 to 76. On pages72
to 76, we have set out examples of how
the Directors have had regard to the
matters in s.172(1)(a) to (f) when engaging
with stakeholders
Strategic report
Governance report
Financial Statements
Additional Information
59Year ended 30 April 2023
Clarissa Sowemimo-Coker Paul Smalley
Chief Executive Ocer Finance Director
Directors’ responsibility
statement
The Directors whose names and functions
are set out on page 184 of this Annual
Report and Accounts conrm to the best of
their knowledge:
• the nancial statements, prepared
in accordance with the relevant
nancial reporting framework, give
a true and fair view of the assets,
liabilities, nancial position and prot
or loss of the Group and Company,
and the undertakings included in the
consolidation taken as a whole;
• the Management Report which
comprises the CEO’s Review, the
CSO’s Review, the Financial Review
and the Principal Risk Section of this
Annual Report and Accounts includes
a fair review of the development and
performance of the business and the
position of the Group and Company
and the undertakings included in
the consolidation taken as a whole,
together with a description of the
principal risks and uncertainties they
face; and
• the Annual Report and Accounts,
taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Group’s performance,
business model and strategy.
The Company takes responsibility for all of
the information drawn up and made public
in this Annual Report and Accounts.
This responsibility statement was approved
by the Board of Directors and is signed on
its behalf by:
60 Oxford Cannabinoid Technologies
Strategic report
Governance report
Financial Statements
Additional Information
61Year ended 30 April 2023
62 Oxford Cannabinoid Technologies
2
Governance Report
How we preserve value
63Year ended 30 April 2023
Executive Committee and Company Secretary
Nominations Committee report
2018 UK Corporate Governance Code
Board of Directors
Remuneration Committee report
Key Activities of the Board During 2022/23
Audit Committee Report
Directors’ report
Directors Duties and Stakeholder Engagement
2
Introduction
64
90
72
67
99
68
108
116
70
62
Rob Bennett
General Counsel and Company Secretary
“Our journey so far
has been marked by
signicant milestones
and achievements,
and we are poised
to continue this
trajectory with
renewed vigour
and determination.
Our focus remains
on harnessing the
power of cannabinoid
medicines to make a
meaningful dierence
in the lives of
patients.”
Introduction
64 Oxford Cannabinoid Technologies
In line with the Chair‘s statement at
the beginning of this annual report,
we at OCT are committed to upholding
the highest standards of integrity and
trustworthiness in the modern business
world. These principles are the bedrock
of our corporate governance practices.
I am pleased to be part of a Board that
is not only highly experienced and high-
performing but also dedicated to achieving
the best outcomes for all our stakeholders.
Our Chair, Julie Pomeroy, has expressed
pride and optimism in her statement,
highlighting our transition from a pre-
clinical to a clinical-stage pharmaceutical
company, a testament to our team‘s
dedication and expertise.
Strategic Initiatives
Our strategic initiatives are designed
to align with our mission and business
objectives. They encompass a range
of activities, including research and
development, partnerships and
collaborations, and nancial strategies.
These initiatives are crucial in driving our
growth, enhancing our competitiveness,
and ensuring we deliver on our
commitment to our stakeholders.
Stronger Governance
As a pre-revenue company, our focus has
been on programme and risk management
together with cash ow management.
These aspects are deeply embedded
in our culture and are the rst items on
the agenda at all Board meetings. Our
commitment to these areas has been
instrumental in navigating the complexities
of the pharmaceutical industry and
achieving our operational targets.
Financial Governance
Our nancial governance practices
are designed to ensure the eective
management and control of our nancial
resources. This includes the development
and implementation of nancial policies
and procedures, budgeting and
forecasting, nancial risk management,
and compliance with relevant nancial
regulations and standards.
Stakeholder Engagement
Our stakeholder engagement practices are
aimed at building and maintaining strong
relationships with all our stakeholders,
including our shareholders, employees,
partners, and the communities in which
we operate. We believe in open and
transparent communication and actively
seek feedback from our stakeholders to
inform our decision-making and strategic
planning processes. We utilise a variety
of dierent methods to engage our
stakeholders including: in-person and
virtual meetings; site visits; broadcast
investor updates with interactive Q&A
sessions; video interviews; podcasts; and
other social media channels where we
operate and monitor #AskOCT as a direct
line of communication to the Company.
Conclusion
As we look to the future, we are lled
with optimism. Our journey so far has
been marked by signicant milestones
and achievements, and we are poised
to continue this trajectory with renewed
vigour and determination. Our focus
remains on harnessing the power of
cannabinoid medicines to make a
meaningful dierence in the lives of
patients. We will continue to innovate,
collaborate, and uphold the highest
standards of corporate governance.
Together, we have the power to change
lives and shape the future of cannabinoid
medicine.
Rob Bennett
General Counsel and Company Secretary
Strategic report
Governance report
Financial Statements
Additional Information
65Year ended 30 April 2023
Board of Directors
Julie Pomeroy
Chairman
Cheryl Dhillon
Senior Independent Director
Richard Hathaway
Non-Executive Director
Neil Mahapatra
Non-Executive Director
Bishrut Mukherjee
Dr. Valentino Parravicini
Chief Scientic Ocer
Dr. Tim Corn
Chief Medical Ocer
Rob Bennett
General Counsel and Company Secretary
Executive Committee and
Company Secretary
Clarissa Sowemimo-Coker
CEO
Paul Smalley
Finance Director
SAB
(scientic advisory board)
Rob Bennett
General Counsel and
Company Secretary
Board and Executive
Commitee Structure
66 Oxford Cannabinoid Technologies
Rob Bennett
General Counsel and
Company Secretary
Executive Committee
Dr. Valentino Parravicini
Chief Scientic Ocer
Dr. Tim Corn
Chief Medical Ocer
Rob Bennett
General Counsel and Company
Secretary
Clarissa Sowemimo-Coker
Age: 42
Chief Executive Ocer
Joined Executive Committee
2020 2023 2022
Contribution to the long-term sustainable success of the Company
Dr. Parravicini brings a
distinguished career in oncology,
inammation, and immunology
to OCT. His extensive experience
leading groundbreaking projects
and his award-winning work in
pharma and biotech are signicant
assets to the company.
As Chief Scientic Ocer,
Dr.Parravicini oversees all of
OCT‘s ongoing drug discovery and
development studies, including
the pre-clinical development
of OCT461201, the company‘s
lead CB2 agonist. His role
involves close collaboration
with OCT‘s lead business and
research partners, as well as the
development of new research
partnerships globally.
His expertise and leadership
are helping to advance OCT‘s
objective to become a global
leader in developing cannabinoid-
based prescription medicine.
Dr. Corn brings a wealth of
experience from his previous
senior roles in various
pharmaceutical organisations,
including Jazz Pharmaceuticals,
EUSA Pharma Inc and Confo
Therapeutics SA. His extensive
knowledge of the regulatory
environment and his track record
of contributing to over twenty
regulatory approvals in the US
and Europe are invaluable assets
to OCT.
In his role as Chief Medical
Ocer, Dr. Corn is responsible for
overseeing OCT's clinical research
and development activities. His
guidance and advice are crucial
as OCT navigates through all
stages of clinical development
towards commercialisation, further
strengthening the senior team and
validating the Company's vision for
future growth.
Rob Bennett brings over 15 years
of UK and international experience
across multiple sectors, including
retail, fast-moving consumer
goods, manufacturing, innovation,
and FinTech. His expertise in legal,
risk, and compliance, honed
through senior roles at listed and
large private companies, including
General Counsel and Company
Secretary roles, is a signicant
asset to OCT.
As General Counsel and Company
Secretary, Rob plays a pivotal role
in OCT's operations. His expertise
in mergers and acquisitions,
coupled with his recognition
in Legal 500's GC Powerlists in
2021 and 2022, underscores his
value to the team. In his role, Rob
serves as the link between the
Executive Committee and the
Board, managing a number of
external stakeholder relationships.
He heads the legal function and
oversees corporate governance
responsibilities. His international
experience and legal knowledge
are crucial to OCT's growth and
long-term success.
Paul Smalley
Age: 49
Finance Director
Executive Committee and Company Secretary
Strategic report
Governance report
Financial Statements
Additional Information
67Year ended 30 April 2023
Board of Directors Board of Directors
Julie Pomeroy
Age: 67
Chair
Clarissa Sowemimo-Coker
Age: 42
Chief Executive Ocer
Cheryl Dhillon
Age: 64
Senior Independent Director
Richard Hathaway
Age: 56
Non-Executive Director
Neil Mahapatra
Age: 43
Non-Executive Director
Paul Smalley
Age: 49
Finance Director
Bishrut Mukherjee
Age: 35
Appointed to the Board Appointed to the Board
2021 2021 2021 2022 2021 2022 2021
Contribution to the long-term sustainable success of the Company Contribution to the long-term sustainable success of the Company
Julie brings over 20 years’
experience as a plc Board director
and accordingly she has an in-
depth knowledge of UK listed
companies and the corporate
governance standards required for
such companies. She is a Chartered
Accountant and a Chartered Director.
She was Finance Director and
Company Secretary of AIM listed
Dillistone Group Plc for over 10 years
and brings strong nance credentials
to the Company. Julie has also
had over 10 years’ experience as a
non-executive director of various
NHS organisations where she has
chaired or been a member of their
audit committees
Clarissa’s multi-sector professional
experience in law, compliance,
operations, and investor relations
are essential to the long-term
sustainable success of OCT. She
has over 15 years’ experience in the
legal and regulatory eld and is a
qualied solicitor in England and
Wales. She has a strong governance
background and a proven track
record of implementing compliance
programmes to help companies
meet their legal and regulatory
obligations. Clarissa is a strong
leader and communicator with
an entrepreneurial mindset. She
is able to build relationships with
shareholders, motivate teams, and
clearly articulate the Company’s
vision and strategy. She is committed
to ensuring OCT is a diverse and
inclusive workplace, which will be
essential to its long-term success.
Cheryl has over 30 years’
pharmaceutical industry experience
spanning across companies
from start up to large global
enterprises in positions ranging
from SVP of Finance to CEO. Her
skill set encompasses hands
on management of many of the
functions critical to successful
development and commercialisation
of specialty pharmaceutical
products, particularly into EU
markets. Since taking semi-
retirement in 2020, she has focused
her expertise helping innovative
healthcare related companies at
Board level. Along with being a
Fellow of ACCA she has an MBA
from University of Hertfordshire
specialising in strategy and has
a coaching qualication from the
University of Strathclyde.
Richard brings a breadth of nancial
experience as a former adviser to a
range of international businesses,
both public and private, across a
range of sectors, as well as from
his senior nance and corporate
development roles at Imperial
Brands. In particular, he has
extensive transactions, nancing
and capital raising experience that is
highly relevant to OCT as it pursues
further investment rounds to support
the delivery of its strategy. As a
former auditor of a wide range of UK
listed companies and former head
of risk management at Imperial, he
also contributes extensive corporate
governance experience. He is a
Chartered Accountant with extensive
recent and relevant nancial
experience.
As a co-founder of OCT, Neil brings
to bear valuable executive leadership
and a proven ability to cultivate
companies with robust growth
potential. His deep understanding
of the cannabinoid sector, enriched
by his considerable expertise
in managing investor relations,
contributes signicantly to the
strategic depth of the Company.
His achievements include the
establishment of the inuential
investment rm, Kingsley Capital
Partners (KCP), and the initiation
of the ground-breaking 'End our
Pain' campaign, a testament to his
strategic acumen and forward-
thinking approach. In addition, his
diverse portfolio of experience and
impactful contributions, which range
from healthcare corporate nance to
private equity, underline his role in
promoting the long-term sustainable
success of the Company.
Paul brings more than 25 years‘
UK and international nancial
experience to the Board including
strategic management capabilities
gained across a wide range of market
sectors, with expertise extending to IT,
HR and procurement. Most recently
he was the Finance Director and
Company Secretary of Panthera
Biopartners Ltd, a clinical trials
management company overseeing
nancial, operational and treasury
management, as well as assisting with
mergers and acquisitions.
Paul has worked in a variety of
organisations, from SMEs to quoted
companies including as Finance
Director of JOST UK Ltd, which was
a UK subsidiary of JOST Werke AG, a
company quoted on the Frankfurt
Stock Exchange.
Paul holds a BA in Accounting
and Finance from Lancaster
University and is also a chartered
global management accountant and
Chartered Management Accountant.
Bishrut has a wide range of
experience within operational
delivery, M&A, corporate venturing
and Innovation, principally across
regulated industries including
those of pharmaceuticals,
manufacturing, energy, and
FMCG. Bishrut’s background
in business development and
operations leadership is valuable
to the company as it reviews new
opportunities and looks to deliver
its drug candidate pipeline. He is a
Chartered Engineer and has an MBA
from London Business School.
Other public appointments: Other public appointments:
Dillistone Group plc None None Compania de Distribucion Integral
Logista Holdings SA
Odyssean Investment Trust plc None None
Committee:
Audit (Chair), Remuneration and
Nominations
Audit, Remuneration (Chair), and
Nominations (Chair)
Audit. None None Remuneration and Nominations
Board of Directors
68 Oxford Cannabinoid Technologies
Board of Directors Board of Directors
Julie Pomeroy
Age: 67
Chair
Clarissa Sowemimo-Coker
Age: 42
Chief Executive Ocer
Cheryl Dhillon
Age: 64
Senior Independent Director
Richard Hathaway
Age: 56
Non-Executive Director
Neil Mahapatra
Age: 43
Non-Executive Director
Paul Smalley
Age: 49
Finance Director
Bishrut Mukherjee
Age: 35
Appointed to the Board Appointed to the Board
2021 2021 2021 2022 2021 2022 2021
Contribution to the long-term sustainable success of the Company Contribution to the long-term sustainable success of the Company
Julie brings over 20 years’
experience as a plc Board director
and accordingly she has an in-
depth knowledge of UK listed
companies and the corporate
governance standards required for
such companies. She is a Chartered
Accountant and a Chartered Director.
She was Finance Director and
Company Secretary of AIM listed
Dillistone Group Plc for over 10 years
and brings strong nance credentials
to the Company. Julie has also
had over 10 years’ experience as a
non-executive director of various
NHS organisations where she has
chaired or been a member of their
audit committees
Clarissa’s multi-sector professional
experience in law, compliance,
operations, and investor relations
are essential to the long-term
sustainable success of OCT. She
has over 15 years’ experience in the
legal and regulatory eld and is a
qualied solicitor in England and
Wales. She has a strong governance
background and a proven track
record of implementing compliance
programmes to help companies
meet their legal and regulatory
obligations. Clarissa is a strong
leader and communicator with
an entrepreneurial mindset. She
is able to build relationships with
shareholders, motivate teams, and
clearly articulate the Company’s
vision and strategy. She is committed
to ensuring OCT is a diverse and
inclusive workplace, which will be
essential to its long-term success.
Cheryl has over 30 years’
pharmaceutical industry experience
spanning across companies
from start up to large global
enterprises in positions ranging
from SVP of Finance to CEO. Her
skill set encompasses hands
on management of many of the
functions critical to successful
development and commercialisation
of specialty pharmaceutical
products, particularly into EU
markets. Since taking semi-
retirement in 2020, she has focused
her expertise helping innovative
healthcare related companies at
Board level. Along with being a
Fellow of ACCA she has an MBA
from University of Hertfordshire
specialising in strategy and has
a coaching qualication from the
University of Strathclyde.
Richard brings a breadth of nancial
experience as a former adviser to a
range of international businesses,
both public and private, across a
range of sectors, as well as from
his senior nance and corporate
development roles at Imperial
Brands. In particular, he has
extensive transactions, nancing
and capital raising experience that is
highly relevant to OCT as it pursues
further investment rounds to support
the delivery of its strategy. As a
former auditor of a wide range of UK
listed companies and former head
of risk management at Imperial, he
also contributes extensive corporate
governance experience. He is a
Chartered Accountant with extensive
recent and relevant nancial
experience.
As a co-founder of OCT, Neil brings
to bear valuable executive leadership
and a proven ability to cultivate
companies with robust growth
potential. His deep understanding
of the cannabinoid sector, enriched
by his considerable expertise
in managing investor relations,
contributes signicantly to the
strategic depth of the Company.
His achievements include the
establishment of the inuential
investment rm, Kingsley Capital
Partners (KCP), and the initiation
of the ground-breaking 'End our
Pain' campaign, a testament to his
strategic acumen and forward-
thinking approach. In addition, his
diverse portfolio of experience and
impactful contributions, which range
from healthcare corporate nance to
private equity, underline his role in
promoting the long-term sustainable
success of the Company.
Paul brings more than 25 years‘
UK and international nancial
experience to the Board including
strategic management capabilities
gained across a wide range of market
sectors, with expertise extending to IT,
HR and procurement. Most recently
he was the Finance Director and
Company Secretary of Panthera
Biopartners Ltd, a clinical trials
management company overseeing
nancial, operational and treasury
management, as well as assisting with
mergers and acquisitions.
Paul has worked in a variety of
organisations, from SMEs to quoted
companies including as Finance
Director of JOST UK Ltd, which was
a UK subsidiary of JOST Werke AG, a
company quoted on the Frankfurt
Stock Exchange.
Paul holds a BA in Accounting
and Finance from Lancaster
University and is also a chartered
global management accountant and
Chartered Management Accountant.
Bishrut has a wide range of
experience within operational
delivery, M&A, corporate venturing
and Innovation, principally across
regulated industries including
those of pharmaceuticals,
manufacturing, energy, and
FMCG. Bishrut’s background
in business development and
operations leadership is valuable
to the company as it reviews new
opportunities and looks to deliver
its drug candidate pipeline. He is a
Chartered Engineer and has an MBA
from London Business School.
Other public appointments: Other public appointments:
Dillistone Group plc None None Compania de Distribucion Integral
Logista Holdings SA
Odyssean Investment Trust plc None None
Committee:
Audit (Chair), Remuneration and
Nominations
Audit, Remuneration (Chair), and
Nominations (Chair)
Audit. None None Remuneration and Nominations
Strategic report
Governance report
Financial Statements
Additional Information
69Year ended 30 April 2023
MAY 2023
1. Richard was unable to attend the July Board meeting
due to a pre-existing commitment. The July Board
meeting comprised a sign-o on the Annual Report
and updates from the CEO and CFO. Richard received
the Annual Report in advance of the meeting and was
able to review and provide feedback on the Annual
Report to the Chair before the meeting. The Company
Secretary updated Richard following the meeting.
2. Bishrut was unable to attend the August Board
meeting due to a conicting work commitment.
Bishrut received the Board papers in advance of
the meeting and was able to feed back his views
to the Chair before the meeting. Bishrut could not
attend the April Board meeting at short notice due
to unexpected personal reasons. The Company
Secretary updated Bishrut following the meeting.
Key Activities of the Board During 2022/23
Board meeting attendance
1
Julie Pomeroy
(Chair) (10/10)
4
Karen Lowe (4/4)
Resigned
17 October 2022
7
Bishrut Mukherjee
2
(8/10)
2
Richard Hathaway
1
(9/10)
5
John Lucas (5/5)
Resigned
2 December 2022
8
Clarissa
Sowemimo-Coker
(10/10)
3
Paul Smalley (6/6)
Appointed
17 October 2022
6
Cheryl Dhillon
(10/10)
9
Neil Mahapatra
(10/10)
JAN 2023JUL 2022MAR 2022
A
Overview
The Board of OCT convened
10 times during the year,
including the Annual
General Meeting. Additional
meetings were organised
as necessary to ensure the
Board could effectively fulfil
its responsibilities. At each
meeting, the Board received
strategic, operational, and
financial updates from the
CEO, CFO and CSO. The Board
also considered aspects of
Group culture and strategy at
various points during the year.
Drug Development and
Clinical Trials
In March 2022, OCT signed
a five-year Master Service
Agreement with Benuvia
Manufacturing Inc. for OCT
130401, OCT’s drug-device
combination for the treatment
of TN.
In July 2022, OCT entered into
a Master Service Agreement
and Work Order with Simbec
Research Limited for its first-
in-human Phase I clinical
trial for its lead compound,
OCT461201, that commenced
in Q2 2023.
In January 2023, OCT
submitted a combined clinical
trials application for its lead
programme, OCT461201, to the
MHRA and REC 2.
In May 2023, OCT received
approval from the MHRA and
REC 2 for the combined Phase
I clinical trial application for
OCT461201.
B
70 Oxford Cannabinoid Technologies
Strategic Objectives and
Financing
The Board received ongoing
updates from the Executive
Directors and CSO on the
implementation of strategy
throughout the year.
Stakeholder Engagement
• The Board hosted the Annual
General Meeting (AGM) on 28
September 2022.
• The Board received updates
on our investor engagement
programmes and regular
investor relations activity.
• Employee engagement was
another significant focus for
the Board during the year.
We are proud to have been
recognised in The Sunday
Times Best Places to Work
in 2023 and Living Wage
accreditation, a testament
to our efforts in creating a
supportive and engaging
work environment.
Governance
• The Board performed an
evaluation of the Board’s
effectiveness, led by the
Chair and internally facilitated
by the Company Secretary.
• The Board received regular
governance updates from
the Company Secretary.
• The Board reviewed OCT’s
vision, purpose, and values.
• The Board reviewed
Executive Team succession
planning.
In addition to the matters listed,
the Board received governance,
legal, and regulatory updates
at regular intervals from the
Company Secretary and the
Board’s advisers. Risk remains a
matter reserved for the Board,
and a detailed review of our risk
management processes and
principal risks was conducted.
There have been no reports to
our whistleblowing helpline.
C
D
E
F
G
Risk Management and Internal
Control
• The Board initiated a root
and branch review of the risk
management and internal
controls.
• The Board made the
strategic decision to
pause the clinical phase of
OCT130401 in order to extend
the cash runway.
• The Board routinely
considered its conflict of
interests.
• The Board received an
update on Cyber & IT
Security.
• The Board reviewed
the compliance training
completion rates
Corporate Reporting and
Performance Monitoring
• The Board reviewed the
rolling forecasts and
approved the 2023 budget.
• The Board approved the
year-end and interim results.
• The Board approved monthly
business updates.
• The Board reviewed the 2022
Report & Accounts to ensure
it is fair, balanced, and
understandable.
Strategic report
Governance report
Financial Statements
Additional Information
71Year ended 30 April 2023
72 Oxford Cannabinoid Technologies
Section 172(1) statement
Our Directors, in accordance with the Companies Act 2006 (the Act), are
committed to fostering the success of OCT for the collective benet of our
shareholders, while also considering our other key stakeholders. We rmly
believe that to advance our strategy and achieve enduring success, the Board
must take into account all relevant stakeholders in decision-making and ensure
that every decision aligns with our culture of ‘doing the right thing’.
The challenge lies in balancing the competing priorities of stakeholders, as
it is not always feasible to yield positive outcomes for all. Our stakeholder
engagement provides our Board with a deep understanding of stakeholder
concerns, enabling them to carefully weigh all relevant factors and select the
course of action that best fosters high standards of business conduct and the
long-term success of OCT. The principles of s.172 are not merely considerations
at the Board level; they are ingrained in our culture and inuence all our
company activities.
The diverse interests of stakeholders are taken into account in the business
decisions we make across the Company, at all levels. This is reinforced by our
Board setting the right tone from the top. All signicant decisions by the Board
are subject to a s.172 evaluation to identify the likely long-term consequences
of any decision and the impact of the decision on our stakeholders.
In carrying out their duties during 2022-2023, the Directors have considered the
matters set out in s.172 of the Act.
73Year ended 30 April 2023
In performing their duties during 2022-2023, the Directors have acted in a way
they considered, in good faith, would be most likely to promote the success of the
Company for the benet of its members as a whole. In doing this, they have had
regard (amongst other matters) to:
A B
The likely consequences of any
decisions in the long term:
The Board has made strategic
decisions to advance the
Company‘s lead compound,
OCT461201, into clinical trials,
a significant milestone for the
Company. This compound has
shown potential as an effective
therapy for CIPN and IBS.
The decision to advance into
clinical trials is a significant step
towards achieving our core aim
of providing a much-needed
safe and effective treatment for
patients, while also generating
value for shareholders.
Like all early-stage drug
discovery businesses, this
process is complex. Each phase
of clinical trials brings us closer
to commercialisation, reducing
failure risk and increasing
shareholder value. While the
benefits of today‘s decisions
may not be immediately
apparent, we are confident that
our strategic choices will yield
significant future rewards.
The interests of the Company‘s
employees:
The Board recognises the
importance of employee
engagement and the significant
contributions made by all
employees to the Company's
ongoing success. We have
maintained open lines of
communication with our
employees through regular ‘all
hands’ meetings and updates,
fostering a positive and
supportive work environment.
Our commitment to employee
engagement and creating a
conducive work environment
was recognised when OCT was
listed in The Sunday Times Best
Places to Work 2023.
In response to the evolving work
environment, we have adopted a
‘remote-first’ approach, offering
flexible work arrangements
such as remote working.
This approach contributes
to a better work-life balance
for our employees and is a
testament to our adaptability.
Despite being a fully remote
company, we are mindful
of the need to nurture the
Company’s culture. Therefore,
we ensure that we make time
for in-person engagement,
regularly convening at shared
office spaces for face-to-face
interaction and team building.
We also respect individual
preferences and circumstances,
understanding that the ability to
Strategic report
Governance report
Financial Statements
Additional Information
The need to foster the
Company‘s business
relationships with suppliers,
customers, and others:
The Board, through its digital-
first approach, has empowered
the Executive Team to cultivate
strategic alliances with a variety
of suppliers. This strategy
has led to the establishment
of robust relationships
with a broad spectrum of
businesses, propelling our
drug development process
significantly forward. Key
partners, such as Aptuit (Verona)
SRL, part of Evotec SE, and
Simbec Research Limited,
C
work from home is a privilege
not available to all. To support
all team members, we provide
access to coworking spaces
for those who prefer this
arrangement, ensuring they
have the resources they need to
thrive in their roles.
In addition to these flexible work
arrangements, OCT is committed
to the continuous development
of its workforce. We offer regular
training opportunities, ensuring
that employees have the skills
and knowledge necessary to
excel in their roles. In the relevant
period, Paul Smalley completed
his ESG (Environmental, Social,
and Governance) certification,
reinforcing our commitment
to sustainable and responsible
operations.
The Board is pleased with the
consistent progress and the fact
that we remain on track to meet
our financial and operational
targets. This achievement is a
testament to the adaptability,
skill, and ‘can do’ attitude of our
team, which has been further
enhanced by our flexible and
inclusive work environment.
part of Simbec-Orion Group
Ltd, have played instrumental
roles in the progression of our
first-in-human Phase I clinical
trial. These partnerships, fortified
by our digital-first strategy, are
indispensable for the successful
advancement of our drug
candidates.
In addition to fostering
relationships with partners, OCT
has built strong connections
with all its suppliers, including
Simbec Research Limited,
Evotec, ProPharma Group,
Charles River, and Dalriada
Drug Discovery. This has been
achieved through regular
communication and update
meetings, as well as site visits
and in-person meetings where
appropriate. This open dialogue
has enabled us to promptly
address any concerns and
collaboratively find solutions that
are mutually beneficial.
Furthermore, OCT has
proactively engaged with
regulators to ensure our
operations meet all necessary
standards. We have worked
closely with the MHRA during
the filing of our first Clinical Trial
Application (CTA), tailoring our
strategy to meet the MHRA‘s
specific requirements for a
successful submission. We have
maintained a transparent and
open dialogue with the MHRA,
promptly addressing any queries
or concerns they may have.
As one of the few companies
licensed to possess and supply
class one substances under
the Misuse of Drugs Act 1971,
we have also continued our
engagement with the Home
Office, including conducting an
in-person site visit to the licensed
premises as part of the successful
license renewal process.
Our digital-first strategy not only
optimises our operations but
74 Oxford Cannabinoid Technologies
The impact of the Company‘s
operations on the community
and the environment:
The Board acknowledges
our significant role within
the community and the
broader implications of our
operations. We are dedicated
to conducting our business
responsibly and sustainably. In
line with this commitment, we
made a strategic decision in
October 2021 to transition to a
fully remote business model,
terminating the lease on our
head office.
Adopting a remote-first
approach has not only
transformed the way we work
but has also significantly
reduced our carbon footprint. By
minimising commuting, we have
lessened our contribution to
transportation-related emissions,
demonstrating our commitment
to environmental stewardship.
Furthermore, our digital-first
strategy has enabled us to
reduce the environmental
impact associated with
paper usage and printing. By
leveraging digital tools and
platforms for our operations,
we are minimising waste and
promoting sustainability.
The desirability of the
Company maintaining a
reputation for high standards
of business conduct:
The Board is steadfast in its
commitment to uphold high
standards of business conduct.
As part of this commitment, we
have voluntarily adopted the UK
Corporate Governance Code, a
step up from the QCA Code. This
move signifies our dedication
to adhere to a significantly
higher standard of corporate
governance, reflecting our
belief in the importance of good
governance for the successful
and ethical operation of our
business.
During the relevant period and
whilst in her roles as Company
Secretary, Clarissa Sowemimo-
Coker completed the Corporate
Governance Diploma, further
enhancing our governance
capabilities and demonstrating
our commitment to continuous
learning and improvement in this
critical area.
In addition, we have undertaken a
comprehensive ‘root and branch’
risk review. This rigorous process
allows us to identify, assess,
mitigate, and control risks across
our business, ensuring we are
well-prepared to navigate any
challenges that may arise.
We have implemented robust
governance structures and
processes, ensuring that we
operate in a transparent, ethical,
and responsible manner.
D
E
also enhances communication
efficiency with our partners and
regulators. This approach bolsters
our collaborative efforts and
innovation in our shared mission of
healthcare advancement. These
relationships and engagements
are vital in fostering the
Company‘s business relationships
with suppliers, customers, and
others, contributing to the long-
term success of OCT.
These strategic decisions reflect
our dedication to reducing
our environmental impact,
contributing positively to our
community, and leading by
example in sustainable business
practices.
Strategic report
Governance report
Financial Statements
Additional Information
75Year ended 30 April 2023
Our adherence to these high
standards of business conduct
not only enhances our reputation
but also contributes to our long-
term success and sustainability.
Our stakeholder engagement approach, which emphasises open
communication and active feedback, has been key in making balanced decisions
that foster OCT‘s long-term success. The Board is condent that these actions
have bolstered OCT‘s sustainability and success. We will persist in this approach,
continuing to consider the matters set out in Section 172(1)(a) to (f) of the Act in all
future decisions, ensuring our actions align with the interests of our shareholders,
employees, suppliers, customers, and the communities we impact.
F
The need to act fairly between
members of the Company:
The Board is deeply committed
to equitable treatment of all
Company members, with a
focus on open and transparent
communication with our
shareholders, ensuring that
their interests are always at the
forefront of our decisions.
In August 2022, when we made
the strategic decision to pause
the clinical phase of OCT130401,
we made sure to extensively
engage with our shareholders.
We collected their views and
feedback through consultations
with shareholders and took
them into serious consideration,
demonstrating our commitment
to an inclusive and respectful
decision-making process.
Our CEO, Clarissa, and CSO,
Valentino, have been actively
engaging with shareholders
in a variety of ways, including
in-person and virtual meetings,
regular podcasts, and recorded
visual interviews with Proactive
Investor, StockBox and Investor
Meet Company. They have also
been attending and speaking
at numerous conferences
and releasing articles to
keep shareholders updated
on the company‘s progress.
These efforts ensure that our
shareholders are kept informed
of developments and that their
voices are heard.
In all our actions, we strive
to uphold the principles of
corporate governance: fairness,
accountability, transparency, and
responsibility. This commitment
guides our interactions with
shareholders and shapes
our approach to conducting
business, reinforcing our
dedication to acting fairly
between all members of the
company.
This approach to stakeholder
engagement has enabled us to
make balanced and informed
decisions that promote the
long-term success of OCT. We
will continue to engage with our
stakeholders in this manner in
the future.
76 Oxford Cannabinoid Technologies
The Financial Reporting Council (FRC) released the latest version of the UK Corporate
Governance Code (referred to as the ‘Code') in 2018. A copy of the Code can be accessed via
www.frc.org.uk. This Code is applicable to accounting periods commencing on or after 1 January
2019. We are delighted to announce that our Company has successfully applied all the Principles
of the Code throughout the relevant period. The following summary provides an overview of how
we have achieved this application.
2018 UK Corporate
Governance Code: application
and compliance
A successful company is
led by an effective and
entrepreneurial board, whose
role is to promote the long-
term sustainable success
of the company, generating
value for shareholders and
contributing to wider society.
The Board of OCT promotes the
long-term sustainable success
of the Group and Company by
maintaining oversight of the
delivery of the Group’s strategy,
aiming to generate shareholder
value and contribute to wider
society. The Board has a diverse
range of skills, knowledge,
and experience, and exercises
independent and objective
judgment. They also recognise
that as the programmes move
closer to commercialisation, the
required skill set of the Board
will change. The Board and
Committees meet regularly
to ensure that the strategy is
delivered and that risks are
effectively managed.
The board should establish
the company’s purpose, values
and strategy, and satisfy itself
that these and its culture are
aligned. All directors must act
with integrity, lead by example
and promote the desired
culture.
OCT has a clearly defined
purpose, which is to develop
cannabinoid-based medicines
with the aim of improving
the quality of life for patients
with unmet medical needs.
The Board of OCT plays a
pivotal role in establishing the
Company‘s purpose, values,
and strategy. It is responsible
for setting the strategy and
key policies, ensuring robust
corporate governance, and
monitoring progress towards
the achievement of objectives
and plans. The Board is also
vigilant in ensuring that OCT’s
unique culture is aligned with its
purpose, values, and strategy.
Furthermore, the Board
places significant emphasis on
workforce engagement as an
integral part of its agenda. It
recognises that the workforce
is a critical stakeholder, and
engaging with them is vital
for the Company’s success.
A
B
Strategic report
Governance report
Financial Statements
Additional Information
Section 1:
Board leadership and
Company purpose
77Year ended 30 April 2023
The methods and mechanisms
through which the Board
engages with the workforce
are detailed on page 92 specific
pages within the Company’s
documents.
The strategy of OCT is subject
to regular review by the Board,
at least twice per year, to
ensure that it remains relevant
and effective in guiding the
Company towards its goals.
Additionally, the Company‘s
culture, values, and ethics are
documented and can be found
in the strategic report section,
starting on page 8.
This structured approach
ensures that the Company
remains focused on its core
purpose while aligning its culture
and values with its strategic
objectives. Through regular
reviews and engagement
with the workforce, the Board
ensures that the Company
is adaptable and responsive
to the evolving needs of its
stakeholders and the market.
The board should ensure that
the necessary resources are in
place for the company to meet
its objectives and measure
performance against them. The
board should also establish
a framework of prudent and
effective controls, which
enable risk to be assessed and
managed.
OCT takes a proactive and
comprehensive approach to
ensure that the Company has
the necessary resources in place
to meet its objectives and to
measure its performance against
these objectives. This includes
not only financial resources
but also human capital and
expertise. For instance,
OCT has established an SAB,
which brings in additional
expertise and insights that are
crucial for the Company’s focus
on developing cannabinoid-
based medicines.
Recognising the risks
associated with having a small
management team, the Board
has plans to expand resources,
particularly as the Company’s
programmes progress towards
clinical trials. This is indicative
of the Board’s forward-looking
approach in resource planning,
ensuring that the Company is
well-prepared to handle the
increasing complexities and
demands as it grows.
In addition to resource
allocation, the Board places a
strong emphasis on establishing
a robust framework of controls.
The Audit Committee, a sub-
committee of the Board, plays
a significant role in this regard.
The Committee reviews and
assesses the Company’s risk
management processes,
including the identification and
management of principal and
emerging risks. The Committee
is also provided with information
on front-line controls and
receives assurance from the
external auditor.
Key Performance Indicators
(KPIs) are used to measure the
Company’s performance against
its objectives. Information on
the KPIs and the Company’s
performance against them can
be found on page 31.
Furthermore, the Audit
Committee report includes a
summary of the internal control
framework, highlighting the
mechanisms in place to ensure
that the Company’s operations
are aligned with its strategy
and objectives.
C
78 Oxford Cannabinoid Technologies
In order for the company to
meet its responsibilities to
shareholders and stakeholders,
the board should ensure
effective engagement with,
and encourage participation
from, these parties.
OCT acknowledges the
significance of maintaining an
active and effective engagement
with its shareholders and a
broader group of stakeholders.
The Board of OCT is cognisant
of the diverse interests and
concerns of its stakeholders and
actively engages with them on a
regular basis.
The Company has a broad group
of clearly defined stakeholders,
which may include shareholders,
employees, customers,
suppliers, and the communities
in which it operates. The Board
members are actively involved in
engaging with these groups, and
this engagement is instrumental
in informing the Board’s
decision-making processes.
One of the key objectives of
OCT for the year 2022/23 was
to strengthen and increase
engagement with shareholders
and the wider stakeholder base.
This reflects the Company’s
commitment to transparency
and responsiveness to the
needs and expectations of its
stakeholders.
In addition to engagement,
the Board is also diligent in
fulfilling its statutory duties as
outlined in section 172 of the
Companies Act. This section
requires directors to act in a way
that they consider, in good faith,
would be most likely to promote
the success of the Company for
the benefit of its members as
a whole. In doing so, directors
must have regard to various
factors including the interests
The board should ensure
that workforce policies and
practices are consistent
with the company’s values
and support its long-term
sustainable success. The
workforce should be able to
raise any matters of concern.
OCT places a high emphasis
on creating a positive and
supportive work environment
for its workforce. The Company
recognises that its employees
are one of its most valuable
assets and is committed to
implementing policies and
practices that align with its
values and contribute to its long-
term sustainable success.
One of the notable
achievements of OCT in this
regard is its recognition in The
Sunday Times Best Places to
Work 2023. This recognition is
a testament to the Company’s
commitment to employee
engagement and creating a
conducive work environment.
The Sunday Times Best Places
to Work awards are known for
their rigorous criteria, and only
D
E
of the Company’s employees,
the need to foster business
relationships with suppliers
and customers, and the impact
of the Company’s operations
on the community and the
environment.
Detailed explanations of
how OCT engages with its
shareholders and wider
stakeholder base, and how this
engagement informs the Board’s
decision-making processes,
can be found on pages 73 to
76 which provides insights into
how the Board members have
discharged their ‘section 172’
statutory directors‘ duties.
Strategic report
Governance report
Financial Statements
Additional Information
79Year ended 30 April 2023
The Board conrms that Julie
Pomeroy was independent on
appointment when assessed
against the circumstances set
out in Provision 10 of the Code.
The roles of Chief Executive
and Chair are not held by the
same individual and the Chair
has never held the position of
Chief Executive of the Company.
These factors help ensure
that the Chair demonstrates
objective judgement throughout
her tenure. The Chair is mindful
of her role in facilitating
constructive Board relations and
promoting a culture of openness
and debate amongst the Board.
This in turn encourages the
eective contribution of all
the Non-Executive Directors.
The 2023 Board evaluation
concluded that the Board was
eective, supportive and doing
well. The Chair is supported in
this by the Company Secretary,
who ensures the eective ow
of information in a timely manner
between the Board and senior
management.
The chair leads the board and
is responsible for its overall
effectiveness in directing
the company. They should
demonstrate objective
judgement throughout their
tenure and promote a culture
of openness and debate. In
addition, the chair facilitates
constructive board relations
and the effective contribution
of all non-executive directors,
and ensures that directors
receive accurate, timely and
clear information.
Section 2:
Division of
responsibilities
companies that meet strict
engagement standards are
recognised. OCT’s inclusion in
this list is a significant achievement
and reflects the Company’s
dedication to its workforce.
Furthermore, OCT is proactive
in offering flexible work
arrangements, such as remote
working, which contributes to
a better work-life balance for
its employees. This flexibility
is particularly important in the
modern work environment and
demonstrates the Company’s
adaptability and responsiveness
to the needs of its employees.
In addition to flexible work
arrangements, OCT is
committed to the continuous
development of its workforce.
The Company offers regular
training opportunities, ensuring
that employees have the skills
and knowledge necessary to
excel in their roles. This not only
contributes to the personal and
professional development of the
employees but also ensures that
the Company has a skilled and
competent workforce that can
contribute to its objectives.
Moreover, OCT takes pride in
being a supportive employer
that recognises success at every
level. This culture of recognition
and support fosters a sense
of belonging and motivation
among the employees, which
in turn contributes to higher
productivity and engagement.
In summary, through flexible
work arrangements, continuous
training opportunities, a culture
of recognition, and a supportive
work environment, OCT ensures
that its workforce policies and
practices are consistent with the
Company’s values and support
its long-term sustainable
success.
F
80 Oxford Cannabinoid Technologies
Another critical responsibility
of the Chair is to ensure that
the Board members receive
accurate, timely, and clear
information. This is essential for
enabling the Board members to
make informed decisions. The
Chair, therefore, works closely
with the Company Secretary
and other relevant personnel to
ensure that the Board is well-
informed and has access to all
the necessary information.
OCT recognises the importance
of having an eective board
that is led by a Chair who is
committed to ensuring the
overall eectiveness of the
Board in directing the Company.
The Chair of OCT plays a pivotal
role in leading the Board and
is responsible for ensuring that
the Board functions eectively
in setting and implementing
the Company‘s direction and
strategy.
The Chair demonstrates
objective judgment throughout
their tenure, ensuring that
decisions made by the Board
are in the best interest of the
Company and its stakeholders.
By promoting a culture of
openness and debate, the Chair
ensures that all board members,
including Non-Executive
Directors, are encouraged
to voice their opinions and
contribute to discussions. This
culture is essential for ensuring
that a range of perspectives
is considered in the Board’s
decision-making process.
In addition to fostering an open
culture, the Chair facilitates
constructive relations among
board members. This involves
ensuring that the Board
operates cohesively and that the
contributions of Non-Executive
Directors are eectively
integrated into the Board’s
discussions and decisions.
Non-Executive Directors are
actively engaged and commit
sucient time to full their board
responsibilities. They are involved
in meetings and calls with
executive management and key
stakeholders throughout the year.
Non-Executive Directors at OCT
provide constructive challenge
and strategic guidance,
contributing their expertise and
oering specialist advice. They
play a critical role in holding the
management accountable and
bringing objective judgment to
board decisions.
The Board ensures that Non-
Executive Directors have the
capacity to allocate enough time
to their roles. When appointing
new Directors or authorising
existing Directors to take on
additional appointments,
the Board assesses the time
commitment required and
ensures that it does not conict
with their responsibilities at OCT.
Non-executive directors
should have sucient
time to meet their board
responsibilities. They
should provide constructive
challenge, strategic guidance,
offer specialist advice and hold
management to account.
The board should include an
appropriate combination of
executive and non-executive
(and, in particular, independent
non-executive) directors, such
that no one individual or small
group of individuals dominates
the board’s decision-making.
There should be a clear division
of responsibilities between the
leadership of the board and
the executive leadership of the
company’s business.
G
H
Strategic report
Governance report
Financial Statements
Additional Information
81Year ended 30 April 2023
When reviewing the
Nominations Committee’s
recommendation to appoint
a new Director, the Board will
always assess whether the
candidate is able to allocate
enough time to the role.
Similarly, when assessing the
acceptability of an existing
Director’s wish to take on
external appointments, the
Board will assess the additional
demand on that Director’s
time before authorising the
appointment. This occurs within
the Board‘s agreed existing
protocol whereby any signicant
appointments taken on whilst
serving as a Director of the
Company must be approved
by the Board before they are
entered into. This is set out
in the Schedule of Matters
Reserved for the Board which
may be found on the Company’s
website. During the reporting
period, Neil Mahapatra’s
appointment as Non-Executive
Director of the London Stock
Exchange traded company,
Odyssean Investment Trust plc,
was authorised by the Board.
Prior to the appointment, the
Board considered whether Neil
could allocate enough time
to his role as a Non-Executive
Director of OCT. The Board
was satised that Neil had the
requisite time to full the new
role as well as his current role
with OCT.
The number of Board and
Committee meetings held,
as well as attendance, is
documented and reviewed to
ensure active participation by
Non-Executive Directors. This
information can be found on
pages 70, 90, 99 and 108 of the
Annual Report.
All of the Directors of the
Company have access to
the advice of the Company
Secretary, who is responsible
for advising the Board on all
governance matters. The Board
has implemented a Group
policy framework which is
considered by the Board on an
annual basis. Individual policies
and associated practices are
considered alongside the
framework review process.
As stated in the Schedule
of Matters Reserved for the
Board (which may be found on
the Company’s website) the
appointment and removal of the
Company Secretary is a decision
for the Board as a whole.
The board, supported by the
company secretary, should
ensure that it has the policies,
processes, information, time
and resources it needs in order
to function effectively and
eciently.
I
82 Oxford Cannabinoid Technologies
The Group is transitioning to
the specic requirement of
the UK Corporate Governance
Code with regard to having an
annual evaluation of the Board’s
composition and diversity.
An initial internal review was
completed with no external
input. Actions identied from the
review included opportunities
to broaden the range of regular
training topics for Board
members.
The Board has established
formal and transparent policies
and procedures, which ensure
the external auditor and
internal audit function are
independent and eective and
are accountable to the Audit
Committee. The Board also
monitored the integrity of the
annual and interim nancial
statements of the Company
through the Audit Committee.
Further information about the
The board should establish
formal and transparent
policies and procedures to
ensure the independence and
effectiveness of internal and
external audit functions and
satisfy itself on the integrity
of nancial and narrative
statements.
Section 4:
Audit, risk and internal
control
M
Annual evaluation of the
board should consider its
composition, diversity and
how effectively members work
together to achieve objectives.
Individual evaluation should
demonstrate whether
each director continues to
contribute effectively.
L
The Board reviewed its
composition and has a formal
and transparent procedure
for Board appointments. The
Nominations Committee met
three times during the year
and there is a formal and
transparent procedure for Board
appointments. The Committee
recognises the importance
of diversity when considering
potential appointments.
The composition of the Board
was considered ahead of the
Company’s IPO. During the year,
an internal review of both the
skills matrix and current Board
composition of knowledge and
experience was completed.
Directors are encouraged to keep
their skills up to date.
Appointments to the board
should be subject to a formal,
rigorous and transparent
procedure, and an effective
succession plan should be
maintained for board and
senior management. Both
appointments and succession
plans should be based on merit
and objective criteria and, within
this context, should promote
diversity of gender, social and
ethnic b ackgrounds, cognitive
and personal strengths.
The board and its committees
should have a combination
of skills, experience and
knowledge. Consideration
should be given to the length
of service of the board as
a whole and membership
regularly refreshed.
Section 3:
Composition,
succession and
evaluation
J
K
Strategic report
Governance report
Financial Statements
Additional Information
83Year ended 30 April 2023
work of the Audit Committee,
including the subjects above,
may be found in the Audit
Committee report, which begins
on page 108.
the eectiveness of the system
of internal controls through the
processes described within
the ‘Risk management’ and
‘Principal risks and uncertainties’
sections (see pages 32 to 42)
and are satised that it accords
with the Code and with the
Guidance on Risk Management,
Internal Control and Related
Financial and Business
Reporting. As described in the
Audit Committee report on
page108, a key controls project
is ongoing across the Group to
focus and further strengthen
our overall control framework.
This work to further enhance
internal controls will lead to
better assurance and eciencies
through opportunities to
formalise and automate controls
and improve visibility to the
Executive Committee and Board
in a consistent way across the
Group. The assessment of the
principal and emerging risks,
the uncertainties facing the
Group, and the ongoing process
for identifying, evaluating and
managing the signicant risks
faced by the Group is set out
in the ‘Risk management’ and
‘Principal risks and uncertainties’
sections (see pages 32 to 42).
The Board conrms that it has
conducted a robust assessment
of the principal and emerging
risks.
A statement regarding the
Directors’ responsibility for
preparing the Annual Report
and Accounts and the Directors’
assessment of the Annual
Report and Accounts, taken
as a whole, as being fair,
balanced and understandable
and providing the necessary
information for shareholders to
assess the Company’s position,
performance, business model
and strategy, may be found on
pages 58 to 60.
The board should present
a fair, balanced and
understandable assessment
of the company’s position and
prospects
N
The Board is responsible
for the Group’s systems
of internal control and risk
management, and for reviewing
their eectiveness. The
Board is assisted with these
responsibilities by the Audit
Committee. Such a system is
designed to manage rather than
eliminate the risks of failure to
achieve business objectives, as
well as to help the business take
appropriate opportunities. The
Board has conducted reviews of
The board should establish
procedures to manage risk,
oversee the internal control
framework, and determine
the nature and extent of the
principal risks the company
is willing to take in order to
achieve its long-term strategic
objectives.
O
84 Oxford Cannabinoid Technologies
The way the Remuneration
Committee has ensured our
remuneration policies and
practices are aligned with our
culture, our strategy and risk
management is discussed in
the Remuneration Committee
report, which starts on page 99.
Remuneration policies
and practices should be
designed to support strategy
and promote long-term
sustainable success. Executive
remuneration should be
aligned to company purpose
and values, and be clearly
linked to the successful
delivery of the company’s long-
term strategy.
Section 5:
Remuneration
O
The way the Remuneration
Committee has ensured our
remuneration policies and
practices are aligned with our
culture, our strategy and risk
management is discussed in
the Remuneration Committee
report, which starts on page 99.
The Remuneration Committee
has delegated responsibility
for setting the Executive
Directors’ remuneration under
the shareholder-approved
Directors‘ remuneration policy.
The Remuneration Committee
A formal and transparent
procedure for developing
policy on executive
remuneration and determining
director and senior
management remuneration
should be established. No
director should be involved
in deciding their own
remuneration outcome.
Q
also has delegated responsibility
for setting the Chair of the
Board’s remuneration and
the remuneration of senior
management (i.e. the members
of the Executive Committee
and the Company Secretary).
No Director is able to determine
their own remuneration
outcome. The Remuneration
Committee reviews workforce
remuneration and related
policies when setting Executive
Director remuneration.
Ensuring these factors are
always considered means our
remuneration policies are clear
and as predictable as possible.
Further information may be
found in the Remuneration
Committee report on page 99.
The Remuneration Committee
membership is made up of only
independent Non-Executive
Directors. Details of whether
the Remuneration Committee
exercised its discretion during
the year may be found in the
Remuneration Committee report
on page 99.
Directors should exercise
independent judgement and
discretion when authorising
remuneration outcomes,
taking account of company
and individual performance,
and wider circumstances.
R
Strategic report
Governance report
Financial Statements
Additional Information
85Year ended 30 April 2023
The UK Corporate Governance Code, as published by the Financial Reporting
Council, provides a comprehensive set of standards for corporate governance,
accounting, and actuarial work in the UK. It underscores the signicance
of good corporate governance for the long-term sustainable success of a
company. The Code includes principles and provisions that address board
leadership, company purpose, division of responsibilities, composition,
succession and evaluation, audit, risk and internal control, and remuneration.
Applicable to all companies with a premium listing, the Company has
voluntarily adopted the code and the Code encourages high-quality reporting
on the application of its principles and provisions. It also oers guidance on
board eectiveness and promotes engagement with shareholders and other
key stakeholders.
As for the compliance with the provisions of the Code, it is important to note
that the Code operates on a ‘comply or explain’ basis. This means that while we
strive to adhere to all provisions, there may be instances where we choose not
to comply, but we will always provide a clear explanation for such decisions.
The Code acknowledges that an alternative to complying with a provision may
be justied in particular circumstances based on a range of factors, including
the size, complexity, history, and ownership structure of a company.
As a pre-revenue small cap business engaged in drug discovery and clinical
trials, complying in full with some provisions of the Code is not appropriate and
we have explained why in each instance below.
UK Corporate Governance Code Provisions
The Company acknowledges that it has not adopted any of the
methods outlined in Provision 5 of the Governance Code for workforce
engagement. Given the small size of our workforce, the Board has
determined that the prescribed methods are not appropriate. Instead, the
Company has implemented an alternative arrangement wherein the CEO
conducts weekly all-hands meetings to maintain robust engagement with
the entire workforce. This approach ensures that the Board eectively
considers the interests of the workforce in its discussions and decision-
making. The Board believes that this alternative arrangement is eective
in the current context of the Company. Further details on workforce
engagement can be found on page 92 of the Annual Report.
Provision 5: For engagement with the workforce, one or a combination
of the following methods should be used: a director appointed from
the workforce; a formal workforce advisory panel; a designated non-
executive director. If the board has not chosen one or more of these
methods, it should explain what alternative arrangements are in place
and why it considers that they are effective.
86 Oxford Cannabinoid Technologies
Strategic report
Governance report
Financial Statements
Additional Information
The Company acknowledges that it is currently not in compliance
with Provision 11 of the UK Corporate Governance Code. This provision
stipulates that at least half of the Board members, excluding the Chair,
should be non-executive directors considered independent by the Board.
Our board‘s current composition includes a higher proportion of Non-
Executive Directors who are not deemed independent according to the
circumstances outlined in Provision 10.
This deviation primarily stems from our strategic decision to grant share
options to our Non-Executive Directors (excluding Bishrut and Richard)
at the time of our IPO in May 2021. This decision was based on our belief
in the transformative power of personal investment in the Company, as
it incentivises, motivates, and aligns the Directors with the long-term
prosperity of the Company. It also demonstrates their condence and
commitment to the Company‘s mission, which is a trust factor when
attracting investors and funding. However, we understand that this
approach may be seen as compromising the independence of our Non-
Executive Directors according to the provisions of the UK Corporate
Governance Code.
The deviation is also due to our transitional phase, wherein key Non-
Executive Directors representing signicant shareholders are playing a
vital role in driving strategic initiatives. We are committed to achieving
compliance with Provision 11 in the medium term and have identied
that our succession planning must include actively seeking qualied
independent Non-Executive Directors to join the Board. The Nomination
Committee is overseeing this process and will ensure that the Board
composition aligns with the provision in due course.
We believe that our approach to Non-Executive Director remuneration,
including share options granted on IPO, is a balanced one that aligns the
interests of our Non-Executive Directors with those of our shareholders
and the long-term success of the Company. We will continue to monitor
and review our practices in light of evolving best practice and regulatory
requirements.
Further details regarding the Board composition and the steps being taken to
address this non-compliance can be found on page 94 of the Annual Report.
Provision 11: At least half the board, excluding the chair, should be
non-executive directors whom the board considers to be independent.
87Year ended 30 April 2023
The Company acknowledges that it is not in full compliance with Provision
24 of the UK Corporate Governance Code, which stipulates the formation
of an Audit Committee consisting of independent non-executive directors,
with the Chair of the Board not being a member. Currently, Julie Pomeroy,
the Chair of the Board, also holds the position of the Chair of the Audit
Committee. This decision was made in light of the Chair‘s substantial
nancial expertise and the necessity for consistent leadership.
In addition to this, it is important to note that Karen Lowe, an Executive
Director/CFO, was a member of the Audit Committee from the start of
the relevant period until her resignation on 31 October 2022. This was a
carryover from the previous period when the Company adopted the QCA
code before voluntarily transitioning to the Corporate Governance Code.
Following Karen‘s departure, the Company decided that her successor,
Paul Smalley, should not be a member of the Audit Committee, further
aligning the company‘s governance with the provisions of the UK
Corporate Governance Code.
While Richard Hathaway's ties to Imperial Brands might impact
perceptions of his independence, his extensive background in auditing
and risk management is invaluable. His experience as an auditor for UK
listed companies and leadership in risk management at Imperial Brands
greatly enhances the Audit Committee. The Board believes Richard's
expertise signicantly enriches the committee's ecacy.
To address potential conicts of interest and independence issues, the
Board has ensured the inclusion of independent Non-Executive Directors
on the Audit Committee and has established regular reviews of the
Chair‘s dual role by the Board. The Board is of the belief that this structure,
while not strictly adhering to Provision 24, serves the best interest of the
company at this juncture. The situation will be continually reviewed, and
adjustments will be made as deemed necessary.
The Company acknowledges that during the reporting period, it was not
in compliance with Provision 12 of the Governance Code, which requires
the appointment of a Senior Independent Director. However, Cheryl
Dhillon informally assumed the role. The Board has recently taken steps
to formally recognise Cheryl Dhillon as the Senior Independent Director,
eective from the May 2023 board meeting. This appointment is aimed
at enhancing the governance structure and ensuring compliance with
Provision 12.
Provision 24: The board should establish an Audit & Risk Committee of
independent non-executive directors, with a minimum membership
of three, or in the case of smaller companies, two. The chair of the
board should not be a member. The board should satisfy itself that at
least one member has recent and relevant nancial experience. The
committee as a whole shall have competence relevant to the sector in
which the company operates.
Provision 12: The board should appoint one of the independent non-
executive directors to be the senior independent director to provide a
sounding board for the chair and serve as an intermediary for the other
directors and shareholders.
88 Oxford Cannabinoid Technologies
Strategic report
Governance report
Financial Statements
Additional Information
The Company acknowledges non-compliance with Provision 26 due to
the absence of an internal audit function. The Board, after annual reviews,
considers an internal audit function to be disproportionate given the
size, complexity and risk prole of OCT during the year. Instead, internal
assurance is maintained through robust governance, risk management,
and internal controls. The Audit Committee plays a key role in overseeing
risks, evaluating controls, and ensuring the external audit‘s independence
and eectiveness. The Committee also liaises with the Remuneration
Committee to incorporate risk considerations in remuneration policies.
Provision 26: The annual report should describe the work of the Audit
Committee, including:
• the signicant issues that the Audit & Risk Committee considered
relating to the nancial statements, and how these issues were
addressed;
• an explanation of how it has assessed the independence and
effectiveness of the external audit process and the approach
taken to the appointment or reappointment of the external auditor,
information on the length of tenure of the current audit rm,
when a tender was last conducted and advance notice of any
retendering plans;
• in the case of a board not accepting the Audit Committee's
recommendation on the external auditor appointment,
reappointment or removal, a statement from the Audit & RISK
Committee explaining its recommendation and the reasons
why the board has taken a different position (this should also
be supplied in any papers recommending appointment or
reappointment);
• where there is no internal audit function, an explanation for the
absence, how internal assurance is achieved, and how this affects
the work of external audit; and
• an explanation of how auditor independence and objectivity are
safeguarded, if the external auditor provides non-audit services.
89Year ended 30 April 2023
Nominations
Committee report
90 Oxford Cannabinoid Technologies
Cheryl Dhillon
Chair, Nominations Committee
• Cheryl Dhillon (Chair) (3/3)
• Julie Pomeroy (3/3)
• Bishrut Mukherjee (3/3)
Nominations Committee Meeting Attendance
91Year ended 30 April 2023
Introduction from the
Committee Chair
I am pleased to present this report covering
the work of the Nominations Committee
in 2023. The Nominations Committee
continues to be one of the core governance
safeguards for OCT. This report details how
the Committee seeks to avoid governance
issues by engaging in transparent processes
and adopting best practice guidance.
The purpose of this report is to provide
a comprehensive overview of the
Nominations Committee‘s work in 2023 for
OCT. The Nominations Committee plays a
critical role in ensuring good governance
practices within the Company. This report
will outline the Committee‘s commitment
to transparency and adherence to best
practices.
Board Evaluation
One of the key activities carried out by
the Nominations Committee in 2023 was
a thorough evaluation of the Board. This
evaluation was conducted internally, with
the assistance of the Company Secretary.
The evaluation process involved the use of
a detailed self-assessment questionnaire
and separate surveys. These tools were
specically designed to identify any skills
gaps within the Board, assess the overall
eectiveness of the Board, and gather
feedback from each Director on their own
individual performance and that of their
fellow Directors.
The Board evaluation yielded valuable
insights for each Director. These insights
provide Directors with actionable information
that they can use to enhance their
contributions to the Board. Additionally, the
evaluation process aims to improve the
overall eectiveness of the Board as a whole.
Succession
In September 2022 the Committee oversaw
the process of appointing the new Group
Finance Director ensuring that the process
was rigorous and thorough. Paul Smalley
joined the Company in October 2022. Paul’s
strong background in strategic management
spans various market sectors, including IT,
HR, and procurement. His diverse experience,
ranging from small and medium-sized
enterprises to publicly quoted companies,
will be a valuable asset to our Company.
The Committee also appointed Clarissa
Sowemimo-Coker, a highly qualied internal
candidate, as the new CEO. Clarissa, who
joined the Company in 2018 and who
previously held the positions of Chief
Operating Ocer and General Counsel,
assumed the role of CEO on an interim basis
in December before the Committee made
the appointment permanent in April 2023.
Both appointments were accompanied by a
handover period with the outgoing CEO and
Finance Director, ensuring a smooth transition
of leadership within the Board.
The Committee also played a signicant role
in the appointment of two new members of
the executive team. Our new General Counsel
and Company Secretary, Rob Bennett, joined
OCT in December 2022 and assumed the
role of Company Secretary on 12 January
2023. Rob brings a wealth of experience and
expertise to the Company, having previously
served as General Counsel and Company
Secretary at Bestway Retail. His professional
journey spans over 15 years, during which
he has gained extensive experience in the
UK and international markets across various
sectors. His expertise in legal, risk, and
compliance matters has been honed through
his work with SMEs and quoted companies.
Strategic report
Governance report
Financial Statements
Additional Information
Rob‘s exceptional work has been recognised
in the Legal 500‘s GC Powerlists in 2021 and
2022, and he was a nalist for the Team of
the Year at The Lawyer Awards in 2021.
Dr Tim Corn has been appointed to the
newly created position of CMO. Dr Corn is an
independent pharmaceutical consultant who
brings a wealth of experience from his senior
roles in both large and small pharmaceutical
organisations. He currently holds the position
of CMO at Nodenza Inc and serves as a
Medical Adviser to Confo Therapeutics SA.
In addition, he is a non-executive director
on the Board of Physiomics plc. In his new
role as CMO, Dr Corn will be tasked with
overseeing the Company‘s clinical research
and development activities and providing
expert medical guidance and advice to the
team. These appointments, which were
made following a rigorous process, have
signicantly strengthened the leadership of
OCT.
Composition and Diversity
The Nominations Committee remains
mindful of the importance of diversity
within leadership and senior management
teams. Based on the key ndings and
recommendations from the FTSE Women
Leaders Review and the Parker Review,
it‘s clear that diversity, particularly gender
and ethnic diversity, is a crucial aspect
of eective board composition. The
FTSE Women Leaders Review highlights
signicant progress in gender diversity, with
the FTSE 100 surpassing the 40% target
for women on boards three years ahead of
schedule, reaching 40.5% representation.
However, challenges remain, particularly
in CEO roles and the achievement of
the 33% target for women in leadership
positions. The composition of the OCT
Board reects a commitment to diversity
and inclusion. As at 30 April 2023, out
of the seven board members, three are
women, including the Non-Executive
Chair, Senior Independent Director and the
CEO, constituting approximately 43% of the
Board. This representation surpasses the
Hampton- Alexander Review‘s 33% target
and aligns with the 40% achieved by FTSE
100 companies. Furthermore, as at 30 April
2023, three members of the Board are of
colour, including the Senior Independent
Director, representing approximately 43%
ethnic diversity, in line with the Parker
Review‘s recommendations. Diverse boards,
encompassing both gender and ethnic
diversity, are known to encourage varied
perspectives, foster innovation, and enhance
decision-making. OCT‘s board exhibits this
positive indicator. To maintain and enhance
diversity, this committee is ensuring diversity
is integral to succession planning and
recruitment strategies. Moreover, fostering
an inclusive culture that values and respects
diversity in all forms is essential. We believe
that by fully embracing diversity, OCT can
tap into a broader range of experiences,
knowledge, and networks, leading to
comprehensive discussions, well-informed
decisions, and a more inclusive corporate
culture.
Employee Engagement
Our Company has placed a signicant
emphasis on employee engagement,
which has been recognised by our inclusion
in The Sunday Times‘ prestigious list of
the Best Places to Work in 2023. This
acknowledgement demonstrates our
commitment to fostering a supportive and
captivating work environment.
In response to the COVID-19 lockdowns, we
made a strategic decision to terminate our
lease on traditional oce space and transition
to a fully remote working model supported
by advanced technology. This shift not only
helps us reduce our carbon footprint by
eliminating the need for daily commuting
but also provides time and cost savings.
Additionally, it allows us to hire a diverse
workforce from beyond our immediate
commuting radius.
To complement our remote-rst approach,
we utilise shared coworking spaces and
organise regular gatherings to foster strong
company culture and enhance team unity.
92 Oxford Cannabinoid Technologies
Looking Ahead
In order to enhance the eectiveness
and long-term sustainability of OCT, the
Committee plans to allocate more time in
2024 to evaluate the composition of the
Board. While the current Board possesses
a diverse range of skills and experience, it
is recognised that a more comprehensive
succession plan needs to be developed.
With the exception of Richard Hathaway,
all Non-Executive Directors (NEDs) were
appointed in 2021 and have equal terms.
However, the Committee acknowledges the
importance of implementing a succession
plan that encompasses short-term, medium-
term, and long-term contingencies, based
on the outcomes of a thorough board-
eectiveness assessment. Throughout this
process, it is crucial to retain the necessary
expertise required to support the Company‘s
continuous growth, strategic initiatives, and
commitments to all our stakeholders.
Cheryl Dhillon
Chair, Nominations Committee
Strategic report
Governance report
Financial Statements
Additional Information
93Year ended 30 April 2023
A
Board Skills and Experience Matrix
Key
1 3 3
3 2 2
5 2
2 4 1
4 2 1
2 5
2 1 4
2 3 1 1
1 3 3
3 2 2
1 3 1 2
2 3 2
1 3 3
6 1
3 2 1 1
Demonstrates mastery or expertise, able to drive
initiatives and provide expert advice in this area
Signicant experience and knowledge, able to provide
strategic guidance and leadership in this area.
Solid experience and knowledge, able to actively
contribute and make informed decisions.
Some experience or knowledge, but may require
guidance or support to contribute effectively
Little to no experience or knowledge in this area.
1. C-Level Experience 9. Technology/IT/Cyber
2. Quoted Company Experience 10. Marketing or PR
3. Pharmaceutical Sector Experience 11. Corporate Governance
4. Early-stage Drug Development 12. Compensation/HR
5. Clinical Trials and Regulatory Affairs 13. International Business Operations
6. Digital Transformation and Data Analytics 14. Mergers & Acquisitions
7. Intellectual Property (IP) Management 15. Strategic Partnerships & Alliances
8. Finance/Accounting 16. Environmental, Social, and Governance (ESG)
1 1 3 2
Limited
Basic
Moderate
Strong
Extensive
Composition
94 Oxford Cannabinoid Technologies
Diversity
B
EQUALITY & Diversity Policy
OCT is dedicated to promoting equal opportunities for all employees and job
applicants. We aim to create an environment that is free from discrimination
and harassment, where cultural diversity and individual dierences are
positively valued, and decisions are based on merit. We do not discriminate
against employees on the basis of age, disability, gender reassignment,
gender identity, marital or civil partner status, pregnancy or maternity, race,
colour, nationality, ethnic or national origin, religion or belief, sex or sexual
orientation.
We encourage and celebrate diversity and have established an open and
collaborative culture that allows great people to do what they do best.
We seek to avoid any form of unlawful discrimination in all aspects of
employment including recruitment, promotion, opportunities for training, pay
and benets, discipline and selection for redundancy.
We are committed to ensuring equal pay for employees undertaking equal
work, operating a rewards system that is transparent, based on objective
criteria and free from gender bias. We annually review existing pay and
reward mechanisms for all our employees and analyse and identify reasons
for any signicant gender variations.
We monitor the ethnic and gender composition of the existing workforce
and of applicants for jobs, and the number of people with disabilities within
these groups. We take appropriate action to address any problems which
may be identied as a result of the monitoring process.
Strategic report
Governance report
Financial Statements
Additional Information
95Year ended 30 April 2023
Gender diversity
and ethnic
origin
1
Number
of board
members
2
Percentage
of the board
Number
of senior
positions on
the board
3
Number in
executive
management
(including
direct
reports)
Percentage
of executive
management
(including
direct
reports)
Gender
4
Men 4 57.1% 1 3
(4)
75% (67%)
Women 3 42.9% 3 1
(2)
25% (33%)
Not specied/prefer
not to say - - - - -
Ethnicity
4
White British or other
White (including
minority-white
groups) 4 57.1% 3 4
(5)
100% (83%)
Mixed/Multiple
Ethnic Groups 3 42.9% 1 - -
Asian/Asian British - - - - -
Black/African/
Caribbean/Black
British - - - (1) 0% (17%)
Other ethnic group,
including Arab - - - - -
Not specied/prefer
not to say - - - - -
1. Data gathered from Employee and Board Survey (July 2023)
2. The Board includes the Chair, Executive Directors and Non-Executive Directors.
3. Senior positions on the Board include the CEO, CFO, Chair and Senior Independent Director.
4. The information disclosed, and the format of the table, is prescribed by Listing Rule 14.3.33R
We may use appropriate lawful methods, including positive action, to
address the underrepresentation of any group which we identify as being
underrepresented in particular types of job. We may choose to favour
a candidate from an under-represented minority in cases where two
candidates for a job or for promotion are equally well qualied.
As of now, our board does not have a specic target for female membership
or members from an ethnic minority. However, we are mindful of the
recommendations of both the Parker Review and FTSE Women Leaders
Review and are committed to increasing diversity at all levels within the
organisation. We will continue to review this policy on an annual basis to
ensure it remains appropriate.
96 Oxford Cannabinoid Technologies
OCT
5
Females 42.9%
Males 57.1%
FTSE 350
6
Females 40.2%
Males 59.8%
OCT
5
Ethnic minority 42.9%
White 57.1%
FTSE 250
7
Ethnic minority 11%
White 89%
Board
Gender Split
Board
Ethnicity Split
5. As at 30 April 2023
6. Figures derived from the February 2023 FTSE Women Leaders Review.
7. Figures derived from the 2022 Parker Review update‚ improving the Ethnic Diversity of UK Boards.
Strategic report
Governance report
Financial Statements
Additional Information
97Year ended 30 April 2023
Succession
A crucial aspect of the Nominations
Committee‘s responsibilities is the
establishment and preservation of a
consistent leadership structure, as well as
the proactive management of changes
and their eects on the Company‘s future
leadership requirements. This applies to
both Executive and Non-Executive roles.
Having the right leaders in place allows
the Company to compete eectively in
the market and full its obligations to its
stakeholders.
As outlined in the rest of this report, the
Nominations Committee has successfully
managed succession plans for both the
Board and senior management, ensuring
that the necessary skills, expertise, and
experience are present in the Company‘s
leadership.
Board Succession
The Nominations Committee assesses the
skills and expertise present on the Board,
comparing them to the skills and expertise
it deems necessary given the Company‘s
strategy, business priorities, and culture.
Since the Company‘s inception, our core
strategy has remained largely consistent.
However, changes in the market, the
size of our organisation, and its maturity
stage shall necessitate an evolution of
our Board through thoughtful and well-
managed succession planning that does not
compromise the Board‘s stability.
The process typically used for Non-
Executive Director appointments is outlined
below. We shall introduce a phased
succession programme for Non-Executive
Directors and are satised with the balance
of tenure length, as well as diversity,
background, and perspective of our current
Non-Executive Directors.
Appointment
When Board succession planning identies
the need for a Non-Executive appointment
to the Board, the Nominations Committee
will engage an external search consultancy
to carry out the recruitment process for a
new Non-Executive Director.
The external search consultancy will be
informed of our Equality and Diversity
Policy (if they are not already aware) and
the Nominations Committee will specically
instruct them to produce a diverse shortlist
of candidates for the position. The skills
matrix, along with the collective knowledge,
experience, and diversity of the Board and
the Directors‘ length of service, will be used
by the Committee to identify opportunities
for a new Non-Executive Director to enhance
the Board‘s skillset. This will guide the
search undertaken by the external search
consultancy.
Following the longlisting and shortlisting
processes, and before the Nominations
Committee makes any recommendation to
the Board, the preferred candidate will meet
with existing members of the Board.
Induction
It was highlighted in this year’s Board
Evaluation that there is an opportunity for
improvement in this regard. In collaboration
with the Company Secretary, new Directors
shall undergo an induction programme
tailored to their individual needs. This
typically includes meetings with members
of the Executive Committee, key employees,
and advisers. New Directors will also receive
a variety of documentation, including
Company publications, Board materials,
and formal information on the role and
responsibilities of UK-listed company
directors.
98 Oxford Cannabinoid Technologies
Cheryl Dhillon
Chair
Remuneration Committee report
Strategic report
Governance report
Financial Statements
Additional Information
• Cheryl Dhillon (Chair) (3/3)
• Julie Pomeroy (3/3)
• Bishrut Mukherjee (3/3)
Remuneration
Committee Meeting
Attendance
99Year ended 30 April 2023
Remuneration Committee
Chair’s statement
As the Chair of the Remuneration
Committee, I am delighted to present the
Annual Remuneration Report for OCT for the
nancial year ended 30 April 2023.
Remuneration Policy and
Executive Compensation
This year, we have continued to uphold
our commitment to aligning executive
remuneration with the long-term interests
of our shareholders and the strategic
objectives of our company. We rmly believe
that a well-structured remuneration policy is
pivotal to attracting, retaining, and motivating
the high-calibre talent that underpins our
success.
Balancing Attraction and
Financial Prudence
Being a pre-revenue business, we are keenly
aware of the need to balance the attraction
of the best possible external candidates
with the demands of cashow challenges.
This delicate balance has been a key
consideration in our remuneration decisions
this year, and we have strived to ensure
that our compensation packages are both
competitive and sustainable.
Looking Ahead
In the coming year, a key focus will be
reviewing our remuneration policies to
ensure they continue to support our strategic
objectives and align with the long-term
sustainable success of our business. We will
also aim to extend the principles of these
policies to all levels of the business, ensuring
that our commitment to strategic success
permeates every layer of our organisation.
We intened to review how we can
strengthen the alignment between executive
remuneration and our strategic objectives
by introducing performance metrics within
and enhancing the Long-Term Incentive Plan
(LTIP).
Commitment to Fairness
and Transparency
Our remuneration policy continues to
be guided by principles of fairness,
transparency, and market competitiveness
even during a challenging global cost of
living crisis. We have maintained a balanced
approach to remuneration, ensuring that
rewards reect individual performance,
the performance of the business, and the
interests of our shareholders
Conclusion
We thank our shareholders for their ongoing
support and constructive engagement on
remuneration matters.
We look forward to continuing our dialogue
in the year ahead.
Cheryl Dhillon
Chair, Remuneration Committee
100 Oxford Cannabinoid Technologies
Summary of the Directors’
remuneration policy
Our remuneration policy is designed to
support the strategic objectives of OCT and
align the interests of our Executive Directors
and senior management with those of our
shareholders. The policy is based on the
following key principles:
• Competitiveness: Our remuneration
packages are designed to attract, retain,
and motivate high-calibre individuals
who will contribute to the long-term
success of the Company.
• Alignment with shareholders:
A signicant proportion of executive
remuneration is performance-related and
linked to the achievement of strategic
objectives that drive shareholder value.
• Performance linkage: We believe
in rewarding success. Therefore, a
substantial part of our remuneration
packages is linked to individual and
Company performance.
• Prudence: Given our status as a pre-
revenue business, we are mindful of
our cashow challenges. Therefore,
our remuneration policy is designed to
balance the need for competitiveness
with nancial prudence.
A
Executive Directors’
Remuneration Policy
The remuneration package
of the Executive Directors
(including the previous Executive
Chairman) includes the following
elements:
Basic salary
Salaries are normally reviewed
annually, and take into
account inflation, market
conditions and salaries paid
to directors of comparable
companies. Pay reviews also
take into account Group and
personal performance. The
Board as a whole decides
the remuneration of the
Executive Directors, informed
by the recommendation of the
Remuneration Committee. There
were no increases in the current
period due to the share price
performance.
Performance related pay
scheme
There are two performance
related pay schemes for
Executive Directors. The first is
an annual bonus scheme which
is based upon the achievement
of certain targets by the Group,
as appropriate. The Executive
Directors’ bonus recognised in
the 2023 financial year is £nil
(2022: £nil)
3
. Bonus is capped at
20% of base salary.
The second scheme is a share
option scheme, with 34,121,581
options granted to Directors (and
35,462,775 to senior employees,
four of whom have subsequently
left the Group) as part of
Strategic report
Governance report
Financial Statements
Additional Information
101Year ended 30 April 2023
the replacement of options
previously granted in OCTL, and
a further 62,427,016 options at
a strike price of £0.065 granted
in May 2021 to Directors (and
24,010,392 to senior employees)
under a new scheme. No share
options were issued in the
current year. Full details on the
schemes can be found in note
24. Variable remuneration cannot
exceed 50% of an Executive
Director’s base salary.
B
1 T
he gure of £0 for the annual bonuses of our executive directors in 2023 requires further explanation. Despite the team‘s
exceptional operational performance and their meeting of key strategic objectives, which would typically qualify them for a
bonus, the Remuneration Committee made the dicult decision not to issue bonuses this year. This decision was inuenced by
several factors, including the current share price of the Company, wider market conditions, and the Company‘s cash runway.
Non-Executive Directors’
Remuneration Policy
The fees for the Non-Executive
Directors are determined by the
Board, with the Non-Executive
Directors excluded from any
discussions or decisions about
their own remuneration. The
Non-Executive Directors do
not receive bonuses or pension
contributions and are not
entitled to participate in any of
the Group’s share schemes other
than the options granted on IPO
in May 2021.
A total of 7,203,117 share options
were granted at a strike price of
£0.065 to three Non-Executive
Directors in May 2021, with no
further options issued since then.
Reasonable expenses incurred
in carrying out their duties
as Directors of the Group are
reimbursed.
102 Oxford Cannabinoid Technologies
Directors’
Remuneration Report
Executive Director Remuneration
The Board’s policy is that service contracts of Executive Directors are not xed term
and should provide for termination by the Group on nine months’ notice. The service
contracts of each of the current Executive Directors provide for such a period of notice
(having been increased from six months in January 2022). The independent Non-
Executive Directors have letters of appointment providing xed three-year service
periods, which may be terminated by giving six months’ notice. Directors in post
during the period were as follows:
Date
Appointed
to OCT
Date
Appointed
to OCTL
Date
Resigned
from OCT
Date
Resigned
from
OCTL
Executive Directors
Dr John Lucas CEO Director 23-Apr-21 21-May-21 02-Dec-22 02-Dec-22
Clarissa
Sowemimo-
Coker
COO and
General Counsel
(until Dec 22 then
CEO)
Director 04-Feb-21 25-Jun-19 - -
Karen Lowe Finance Director Director 23-Apr-21 21-May-21 17-Oct-22 17-Oct-22
Paul Smalley Finance Director Director 17-Oct-22 17-Oct-22 - -
Non-Executive Directors
Neil Mahapatra Director 04-Feb-21 10-Mar-17 - -
Julie Pomeroy Director 23-Apr-21 - - -
Cheryl Dhillon Director 23-Apr-21 - - -
Bishrut
Mukherjee
Director 23-Apr-21 26-Feb-20 - 21-May-21
Gavin
Sathianathan
Director 23-Apr-21 21-Jun-18 24-Nov-21 21-May-21
Richard
Hathaway
Director 01-Feb-22 - - -
Strategic report
Governance report
Financial Statements
Additional Information
103Year ended 30 April 2023
Salaries & Fees
£
Pension
£
Other Benets
£
Total Fixed
£
Bonus
£
Total Variable
£
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Executive Directors
Neil Mahapatra
1
- 116,875 - 13,136 - - - 130,011
- - - -
Dr John Lucas
2
258,263 183,333 26,597 19,544 - - 284,860 202,877
- - - -
Clarissa
Sowemimo-
Coker
3
194,167 174,167 20,738 18,627 764 796 215,669 193,590
- - - -
Karen Lowe
4
159,590 149,375 11,244 12,754 1,388 964 172,222 163,093
- - - -
Paul Smalley
5
90,733 - 8,511 - 568 - 99,812 -
- - - -
Non-Executive Directors
Julie Pomeroy
6
45,000 27,083 - - - - 45,000 27,083
- - - -
Cheryl Dhillon
7
25,000 22,917 - - - - 25,000 22,917
- - - -
Bishrut
Mukherjee
8
25,000 14,583 - - - - 25,000 14,583
- - - -
Gavin
Sathianathan
9
- 25,694 - - - - - 25,694
- - - -
Richard
Hathaway
10
- - - - - - - -
- - - -
Neil Mahapatra
11
25,000 5,208 - - - - 25,000 5,208
- - - -
Total
822,753 719,235 67,090 64,061 2,720 1,760 892,563 785,056
- - - -
Details of the remuneration of the Directors for the nancial year are set out below.
This excludes share options which are shown separately.
1. Neil Mahapatra was paid a base salary of £150,000 and £15,000 for Directors’ responsibilities, this was paid pro rata 1 June 2021 to 14 February
2022. He received 10% pension benet and 3% of qualied earnings for Auto-Enrolment pensions. From 14 February 2022 onwards he received an
annual fee of £25,000 in his role as Non-Executive Director.
2. Dr John Lucas (CEO) was paid a base salary of £185,000 and £15,000 for Directors’ responsibilities, He received 10% private pension and 3% of
qualied earnings for Auto-Enrolment pensions. The maximum that he could have received under the bonus system is £40,000 (2022: £40,000). As
detailed in the table above he received no bonus in the period or the prior year.
3. Clarissa Sowemimo-Coker was paid a base salary £175,000 pro rata as COO/General Counsel and £185,000 as CEO and £15,000 for Directors’
responsibilities. She receives 10% private pension and 3% of qualied earnings for Auto-Enrolment pensions.
4. Karen Lowe was remunerated in line with time spent which exceeded the contractual basis, this was based on the base salary of £175,000 FTE
and £15,000 for Directors’ responsibilities. She received 10% private pension and 3% of qualied earnings for Auto-Enrolment pensions.
5. Paul Smalley was paid a base salary of £130,000. He receives 10% private pension and 3% of qualied earnings for Auto-Enrolment pensions.
6. Julie Pomeroy received a fee of £25,000 as a Non-Executive Director, this was paid on a pro-rata basis from 1 June 2021 to 14 February 2022. As
Chair she receives a fee of £45,000, this was paid on a pro-rata basis from 15 February 2022.
7. Cheryl Dhillon receives a fee of £25,000.
8. Until 1 September 2021 Bishrut Mukherjee was a representative of Imperial Brands Plc (a signicate shareholder of the Group via its subsidiary
Imperial Brands Ventures Ltd) and received no remuneration. Since 1 October 2021 he has been an independent member of the Board and receives
a fee of £25,000 per annum.
9. Gavin Sathianathan received an annual fee of £25,000 pro-rated up to his resignation on 24 November 2021.
10. Richard Hathaway joined the Board on 1 February 2022 as a representative of Imperial Brands Plc and receives no remuneration.
Directors’ Remuneration
(audited)
104 Oxford Cannabinoid Technologies
There were no new options granted in the current year, and no options that vested. See note 24 for details of the
Group’s Share Option Schemes.
Pension
The Group has one pension scheme (a dened contribution scheme), which all new
employees (excluding Non-Executive Directors) are eligible to join. The Company
contribution rate for new-hire Executive Directors is set at the same rate as the wider
workforce, 10%.
Benets
The Group oers private medical cover for Executive Directors and immediate family,
this policy extends to the wider workforce as promoting health and well-being is in
keeping with the ethos of the Company.
Directors’ Share Options
Number of options granted in the prior year
under the replacement share option scheme for
Directors previously employed by OCTL
Number of options
granted in the prior year
under the new scheme for
Directors of the Group
At £0.0416 price At £0.05 price At £0.065 price
Neil Mahapatra - - 2,401,039
Dr John Lucas 11,597,393 9,87
0,797 26,411,430
Clarissa
So
wemimo-Coker
5,798,696 6,854,695 26,411,430
Karen Lowe - - 7
,203,117
Paul Smalley - - -
Ga
vin Sathianathan - - 2,401,039
Cheryl Dhillon - - 2,401,039
Julie Pomeroy - - 2,401,039
Bishrut Mukherjee - - -
Richard Hathaway - - -
17,396,089 16,
725,492 69,630,133
Strategic report
Governance report
Financial Statements
Additional Information
105Year ended 30 April 2023
The interests of each person who has served as a Director of the Company during
the year as at 30 April 2023 (together with interests held by his or her persons closely
associated) are shown in the table below:
There is no requirement for Directors or Non-Executive Directors to hold shares in the Company.
Number of Ordinary Shares held
Dr John Lucas -
Clarissa Sowemimo-Coker 1,189,594
Karen Lowe 340,010
Paul Smalley -
Julie P
omeroy 200,000
Neil Mahapatra 199,355,382
Bishrut Mukherjee 111,111
Cheryl Dhillon -
Richard Hathaway -
Directors’ Shareholdings
and Interests (audited)
106 Oxford Cannabinoid Technologies
Non-Executive Director
Remuneration
Our Non-Executive Directors are
compensated with a xed fee for their
services. Unlike other roles, they do not
receive bonuses or pension contributions.
However, in alignment with our belief in
the value of personal investment and
commitment to the Company's mission, all
Non-Executive Directors, with the exception
of Bishrut Mukherjee and Richard Hathaway,
were granted share options at the time of
our Initial Public Oering (IPO) in May 2021
A total of 7,203,117 share options were
granted at a strike price of £0.065. This
decision was made to incentivise and align
our Non-Executive Directors with the long-
term prosperity of the Company, transforming
their relationship with the business from
being purely transactional to becoming
active participants in the continuing success
of the Company. This approach does not
compromise their independence and
objectivity in decision-making.
It's important to note that no new share
options have been granted since the IPO.
This is in line with our commitment to
maintaining the independence of our Non-
Executive Directors and ensuring that their
decisions are not inuenced by the prospect
of additional share options.
For the year 2023, the fees for our Non-
Executive Directors were £120,000. We
believe that this remuneration structure,
combining xed fees with share options, is a
balanced approach that aligns the interests
of our Non-Executive Directors with those of
our shareholders and the long-term success
of the Company.
Strategic report
Governance report
Financial Statements
Additional Information
107Year ended 30 April 2023
Audit
Committee report
108 Oxford Cannabinoid Technologies
Julie Pomeroy
Chair, Audit Committee
Oxford Cannabinoid Technologies
1 Cheryl was unable to attend the January Audit Committee meeting due to conicting work commitments. The January meeting was to review the 2023
interim results. Cheryl received the Committee papers in advance of the meeting and was able to feed back her views to the Chair before the meeting.
• Julie Pomeroy (Chair) (4/4)
• Richard Hathaway (4/4)
• Karen Lowe (3/3)
Resigned 17 October 2022
• Cheryl Dhillon (3/4)
1
Audit Committee Report Attendance
109Year ended 30 April 2023
Introduction from the
Committee Chair
As the Chair of the Audit Committee for
Oxford Cannabinoid Technologies, I am
pleased to present our 2023 Audit Report.
Risk Management and
Internal Controls Review
At the request of the board, the Company
Secretary conducted a ‘root and branch’
review of the Company’s risk management.
As a pre-revenue business involved in
complex and costly drug development and
clinical trials, we believe it is crucial for us
to have a thorough understanding of how
uncertainty aects our business objectives.
While we had a good understanding of
these eects before, we now signicantly
improved our focus and comprehension
which enhances the board‘s strategic
thinking and decision-making process.
Looking Ahead
Next year, we are looking to continue our
work on risk management, particularly
focusing on identifying, assessing, and
mitigating potential risks that could impact
our strategic objectives.
Conclusion
We are proud of the progress we have made
over the past year and remain committed
to maintaining the highest standards of
corporate governance. We believe that
our robust governance structure and risk
management processes will continue to
serve the best interests of our shareholders
and other stakeholders.
Thank you for your continued support.
Julie Pomeroy
Chair, Audit Committee
Strategic report
Governance report
Financial Statements
Additional Information
Financial Reporting
R&D Tax Credit
The committee recognises that
R&D tax credits are an important
source of income for the
Company whilst in pre-revenue
phase. In order to ensure
the validity of tax credits, the
Company engages a 3rd party
R&D tax specialist to provide a
detailed R&D report to support
the tax submission that is made
on an annual basis.
Governance Updates
Updates on the latest
governance practices for audit
committees and changes in
reporting requirements were
provided by the external auditor.
The Committee received regular
updates on the proposed
corporate governance reforms
as set out in the Government‘s
White paper ‘Restoring trust in
audit and corporate governance’.
One of the Committee’s principal
responsibilities is to review and report to
the Board on the clarity and accuracy of
the Group’s nancial statements, including
the annual Report & Accounts and interim
statement.
The Audit Committee reviewed OCT‘s
2023 Annual Report and Accounts and
the half-yearly nancial report published
in January 2023. As part of these reviews,
the Committee received papers from
management on accounting policy, areas of
signicant judgement, the Group‘s key risks,
going concern considerations, and longer-
term viability. The Committee also discussed
reports from Moore Kingston Smith LLP
(MKS) on their audit of the Annual Report
and Accounts and review of the half-yearly
nancial report.
The Committee considered whether
the Annual Report and Accounts were
fair, balanced, and understandable and
contained the information necessary for
shareholders to assess the Company’s
position, performance, business model,
and strategy.
Julie Pomeroy
Chair, Audit Committee
A
B
C
Committee Effectiveness
An effectiveness review was
carried out on the Committee
and its members as part of
the wider external Board
evaluation process. The review
concluded that the current mix
of financial, commercial and
relevant sector experience of
the Audit Committee, and that
of its advisers, was such that
the Committee could effectively
exercise its responsibilities to
the Group in relation to risk and
controls.
110 Oxford Cannabinoid Technologies
D
E
F
Policies and Conicts
The Committee reviewed its
policies in relation to allocation
of non-audit work and
employment of ex-audit firm
personnel. It also reviewed the
Directors’ conflicts of interest
register.
Committee Composition and
Performance
Throughout the year under
review, the Audit Committee was
comprised of two independent
Non-Executive Directors and a
non-independent Non-Executive
Director, each bringing a wealth
of diverse experience to the
table. The Board is confident
that the Committee, including its
Chair, Julie Pomeroy, possesses
an appropriate level of recent
and relevant financial expertise to
effectively discharge its duties.
We acknowledge that the
Company‘s current structure
does not fully comply with
Provision 24 of the UK
Corporate Governance Code.
This provision stipulates that
an Audit Committee should
consist of independent Non-
Executive Directors, with the
chair of the board not being
a member. However, Julie
Pomeroy, the Chair of the Board,
also serves as the Chair of the
Audit Committee. This decision
was made in light of Julie‘s
extensive financial expertise
and the need for consistent
leadership. Richard Hathaway is
regarded as a non-independent
Non-Executive Director but is a
member of the Audit Committee
in view of his strong audit and
financial background.
The Board conducts regular
reviews of Julie‘s dual role. While
this arrangement does not
strictly adhere to Provision 24 of
the UK Corporate Governance
Code, the Board believes it is in
the best interest of OCT at this
time. This situation will continue
to be reviewed, and adjustments
will be made as necessary.
Julie Pomeroy was appointed
as the Audit Committee Chair
in 2021. She is responsible
for setting the Committee’s
agenda and maintaining key
relationships between the
Executive Committee, the
Company Secretary, and senior
representatives of the external
auditor. Julie ensures that
key audit issues are reported
to the Board in a timely and
effective manner and that these
issues are communicated to
shareholders in the Annual
Report. At the 2023 AGM, Julie
will present a summary of the
Audit Committee‘s work to
shareholders.
Recent and Relevant Financial
Experience
Julie, our Audit Committee
Chair, brings a wealth of
experience to the role, with
over two decades serving as a
Board director for public limited
companies. As a Chartered
Accountant and a Chartered
Director, she possesses a deep
understanding of the corporate
governance standards required
for UK-listed companies. Julie
Strategic report
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Financial Statements
Additional Information
111Year ended 30 April 2023
served as the Finance Director
and Company Secretary of
AIM-listed Dillistone Group Plc
for over a decade, providing her
with robust financial credentials.
Furthermore, her tenure as
a non-executive director for
various NHS organisations,
where she either chaired or
was a member of their audit
committees, has enriched her
experience in governance and
oversight roles.
Richard, offers a broad range
of financial experience, having
previously advised a variety
of international businesses,
both public and private,
across multiple sectors. His
senior finance and corporate
development roles at Imperial
Brands have equipped him with
extensive transaction, financing,
and capital-raising experience,
which is particularly relevant
to OCT as we seek further
investment rounds to support
our strategic objectives. As a
former auditor of numerous
UK-listed companies and the
former head of risk management
at Imperial, Richard also
contributes extensive corporate
governance experience. He is
a Chartered Accountant with
substantial recent and relevant
financial experience.
commercialisation of specialty
pharmaceutical products,
particularly in EU markets. Since
transitioning to semi-retirement
in 2020, Cheryl has focused her
expertise on assisting innovative
healthcare-related companies
at the Board level. In addition to
being a Fellow of the Association
of Chartered Certified
Accountants (ACCA), she holds
an MBA from the University
of Hertfordshire, specialising
in strategy, and a coaching
qualification from the University
of Strathclyde.
External Auditor
The Committee has primary
responsibility for managing
the relationship with the
external Auditor, MKS,
including assessing their
performance, effectiveness, and
independence annually and
recommending to the Board
their reappointment or removal.
The Company has complied
with the provisions of the UK
Corporate Governance Code for
the financial year under review
in respect to audit tendering
and the provision of non-audit
services.
Annual Review of the External
Auditor
The Committee conducts an
effectiveness review of the
external Auditor on an annual
basis which aims to ensure
a robust audit is performed,
auditor performance is
optimised, and encourages
candid feedback and
communication between the
Auditor and the Committee.
Competence Relevant to the
Sector
Cheryl, another integral member
of our team, brings over 30
years of pharmaceutical industry
experience, spanning start-
ups to large global enterprises.
She has held various positions,
from Senior Vice President of
Finance to CEO, and has hands-
on management experience in
many of the functions critical to
the successful development and
G
H
I
112 Oxford Cannabinoid Technologies
After taking all of these matters
into account, the Committee
concluded that MKS had
performed their audit effectively,
efficiently, and to a high quality.
Accordingly, the Committee has
recommended to the Board that
MKS be reappointed as Auditor
to the Group for the year ending
30 April 2024.
At the year end, the external
auditor formally confirmed
that they had complied with
the requirements of the FRC
Ethical Standard as well as
internal requirements and their
independence and objectivity
had been maintained.
External Auditor Independence
Auditor independence is an
essential part of the audit
framework and the assurance
it provides. The Committee
therefore undertook a
comprehensive review of
auditor independence prior to
appointment and during 2022,
which included:
• A review of the independence
of the external auditor and
the arrangements which
they have in place to restrict,
identify, report and manage
conflicts of interest.
• A review of the changes in
key external audit staff for
the current year and the
arrangements for the day-
to-day management of the
audit relationship.
• Consideration of the overall
extent of non-audit services
provided by the external
auditor, in addition to
case-by-case approval of
the provision of non-audit
services as appropriate.
• Deliberation of the likelihood
of a withdrawal of the
auditor from the market and
note taken of the fact that
there are no contractual
obligations to restrict the
choice of external auditor.
External Auditor Effectiveness
To assess the effectiveness
of the external auditor, the
Committee reviewed:
• The proposed plan of work
presented by the external
auditor, including audit
risks, materiality, terms of
engagement and fees prior
to commencement of the
2022 audit.
• The external auditor’s
fulfilment of the agreed audit
plan and any variations from
the plan.
• Evaluation from key
management personnel and
members of the Committee
of the external auditor’s
exercise of professional
scepticism and challenge.
• Robustness and
perceptiveness of the auditor
in their handling of the
key accounting and audit
judgements.
• Internal control and risk
content of the external
auditor’s report.
• Independence of thought
and potential for conflict.
J
K
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Financial Statements
Additional Information
113Year ended 30 April 2023
External Auditor Fees
All relevant fees proposed by
the external auditor must be
reported to and approved by
the Audit Committee. Details of
external audit fees may be found
in note 8 to the consolidated
financial statements (page 158).
Policy for Non-Audit Services
Provided by the External Auditor
The main aims of this policy are to:
• Ensure the independence of
the auditor in performing the
statutory audit; and
• Avoid any conflict of interest
by clearly detailing the types
of work that the auditor can
and cannot undertake.
The Audit Committee has
reviewed the policy for non-
audit services to ensure that it
is in line with the FRC’s Revised
Ethical Standards 2019 (which
took effect from 15 March 2020)
and the FRC’s Audit Quality
Practice Aid 2019. The policy, in
line with regulation, substantially
limits the non-audit services
which can be provided by the
external auditor. The policy
provides:
• A 70% cap of the value of the
audit fee for all non-audit
services calculated on a
rolling three-year basis.
• Categories of service that are
prohibited from being carried
out by the auditor.
The policy specifies a de
minimis limit as well as the
type of non-audit work that
the auditor may be engaged in
without the matter first being
referred to the Audit Committee,
which considers each referral
on a case-by-case basis. The
policy ensures that the auditor
does not audit its own work or
make management decisions
for the Company or any of its
subsidiaries. The policy also
clarifies responsibilities for the
agreement of fees payable for
non-audit work. No non-audit
services were provided by MKS
during the year.
Annual Review of the Internal
Audit Function
The Company acknowledges
non-compliance with Provision
26 due to the absence of an
internal audit function. The
Board, after annual reviews,
considers an internal audit
function to be disproportionate
given the size, complexity,
and risk profile of OCT during
the period. Instead, internal
assurance is maintained
through robust governance,
risk management, and
internal controls. The Audit
Committee plays a key role in
overseeing risks, evaluating
controls, and ensuring the
external audit‘s independence
and effectiveness. The
Committee also liaises with the
Remuneration Committee to
incorporate risk considerations in
remuneration policies.
L
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114 Oxford Cannabinoid Technologies
Fraud Risk
The Company recognises
internal fraud risk that with such
a small team there is limited
segregation of duties that can
be operated. External fraud risk
comes mainly from our R&D
suppliers and the Company
operates a reasonable set of
controls to ensure goods and
services have been received
prior to payment, and any
changes in supplier details
are checked before payments
are made. Fraud risk is not
considered to be a corporate
risk, but it is considered at an
operational risk level.
Cyber and Information Security
Risk
Together with hardware
and software installation,
maintenance and management,
the Company engages a 3rd
party that holds ISO270001
accreditation, to provide basic
controls and mechanisms to
mitigate the likelihood and
impact of a cyber security attack.
Whistleblowing
The Audit Committee is
responsible for handling
complaints related to
accounting, risk issues, internal
controls, and auditing matters.
Reports are made to the
Committee as necessary. The
Board oversees the Company‘s
whistleblowing policy. It is
noteworthy that, to date, there
have been no reports made to
the whistleblowing line. This
reflects our commitment to
maintaining a transparent and
accountable work environment
where employees feel safe and
secure.
Conicts of Interest
In accordance with the
Companies Act 2006, Directors
are obligated to avoid situations
where there may be a conflict, or
potential conflict, between their
duties to the Company and their
personal interests or other duties
they owe to a third party.
Should a Director become aware
that they, or a connected party,
have an interest in an existing
or proposed transaction with
the Company, they are required
to notify the Board as soon as
practicable. The Board has the
authority to authorise such a
conflict if it is determined that
doing so would be in the best
interests of the Company.
The Audit Committee reviews
the output of this process
annually to ensure that conflicts
of interest are appropriately
monitored and managed.
This process is part of our
commitment to maintaining the
highest standards of corporate
governance and ensuring the
integrity of our operations.
N
O
P
Q
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Financial Statements
Additional Information
115Year ended 30 April 2023
Directors’ report
The Directors have the pleasure of
submitting their report and the audited
nancial statements for the year ended
30 April 2023. Comparative gures relate
to the previous nancial period.
To make our Annual Report and
Accounts more accessible, a number
of the sections traditionally found in this
report can be found in other sections
of this Annual Report and Accounts
where it is deemed that the information
is presented in a more connected and
accessible way. The Directors’ report
comprises the sections detailed below,
including the statement on political
donations and R&D. Any sections that
have been moved have been cross-
referenced for ease of reference.
116 Oxford Cannabinoid Technologies
Located in the
strategic report:
Principal Group activities,
business review and
results:
The principal activities of Oxford Cannabinoid
Technologies and its subsidiary can be found
in this section.
Research and
Development:
The Group also has undertaken research
and development activities during the
nancial period and these are detailed in
the CSO’s Review on page 22. The Directors
consider the investment in research to be
fundamental to the success of the business
in the future.
Directors’ statement of
disclosure of information
to the auditor:
This statement may be found on page 58.
Internal control and
risk management
arrangements:
Internal control arrangements information
may be found in the Audit Committee report.
Risk management arrangements information
may be found in this section on page 32
and in the Principal risks and uncertainties
section on page 36.
Strategic report
Governance report
Financial Statements
Additional Information
117Year ended 30 April 2023
Located in the
governance section:
2018 UK Corporate
Governance Code (the
‘Code’):
Information on how the Company applied
the Principles and complied with the
provisions of the Code may be found in this
section, pages 77 to 89. A copy of the Code
can be accessed via www.frc.org.uk.
Diversity policies:
The Group’s Equality & Diversity Policy are
available in the Nominations Committee
report.
Stakeholder engagement:
Details regarding the engagement with
suppliers, regulators and others in business
relationships with the Company may be
found in this section on page 72.
Employees:
Information about the total number
of employees and gender diversity
statistics are located in this section. The
average number of employees and their
remuneration are shown in note 7. The
methods of engaging with the workforce
may be found in thissection.
118 Oxford Cannabinoid Technologies
Located in the additional
information section:
Dividend:
The consolidated Statement of
Comprehensive Income for the year is
set out on page 132. No nal dividend is
proposed (2022: £nil).
Annual General Meeting
(AGM):
Information about the AGM can be found on
page 186. The recommendation to reappoint
MKS as the Group’s auditor, can be found on
page 187.
Share capital and
substantial shareholdings:
Information in this regard can be found on
page 185.
Overseas subsidiaries:
Information in this regard can be found on
page 183.
Indemnity and Insurance:
Details of Directors’ Indemnity and Insurance
is located on page 188.
Signicant agreements:
There are no signicant agreements to which
the Company is a party that take eect, alter
or terminate upon a change of control of the
Company following a takeover bid.
Strategic report
Governance report
Financial Statements
Additional Information
119Year ended 30 April 2023
Political donations
The Group made no political donations during the current year and previous nancial period.
Nor has it made any contributions to any non-UK political party during the current year or
previous nancial period.
120 Oxford Cannabinoid Technologies
Non-nancial reporting
Non-nancial measures are an important part of our business and we have
consistently recognised the importance of non-nancial information in our annual
reports. The Board is committed to acting responsibly and working with our
stakeholders to manage the social and ethical impact of our activities. We aim to treat
all our stakeholders fairly and with integrity, as we explain in the introduction to our
sustainability matters report.
We have a number of Group policies to provide guidance to our employees. The
policies are designed to be easily understood and they generally include examples of
acceptable and unacceptable behaviours.
By order of the Board
Rob Bennett
Company Secretary
30 August 2023
Strategic report
Governance report
Financial Statements
Additional Information
121Year ended 30 April 2023
3
Financial Statements
Our Financial Performance
122 Oxford Cannabinoid Technologies
Consolidated Statement of Comprehensive Income
132
Consolidated Statement of Financial Position
133
Consolidated Statement of Changes in Equity
135
3
Independent Auditor’s Report
124
Company Statement of Changes in Equity
136
Consolidated Statement of Cash Flows
137
Company Statement of Cash Flows
138
Notes to the Financial Statements
139
123Year ended 30 April 2023
Independent Auditor’s Report
A
Independent Auditor’s Report to the members of
Oxford Cannabinoid Technologies Holdings Plc
Disclaimer of opinion
We were engaged to audit the nancial
statements of Oxford Cannabinoid
Technologies Holdings Plc (‘the
Company’) and its subsidiary (‘the
Group’) for the year ended 30 April
2023 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
and Company Statements of Cash Flows,
and notes to the nancial statements,
including signicant accounting policies.
The nancial reporting framework that
has been applied in their preparation
is applicable law and UK adopted
International Accounting Standards.
We do not express an opinion on the
nancial statements of the Group or the
Company. Because of the signicance
of the matter described in the basis
for disclaimer of opinion section of our
report, we have not been able to obtain
sucient appropriate audit evidence to
provide a basis for an audit opinion on
the nancial statements.
Basis for disclaimer of opinion
As disclosed in note 1 to the nancial
statements, the nancial statements of
the Group and Company are prepared
on the assumption that the Group and
Company will continue as a going
concern.
Whilst the Group is planning for the next
round of funding, this is not due to take
place until the fourth quarter of 2023,
market conditions permitting. In the
absence of, or in the event of a delay
in, obtaining any further debt or equity
funding, the existing cash funds held by
the Group will be fully utilised by April
2024. Whilst we acknowledge the Group
remains on target with the timescales set
out for all four of its drug research and
development programmes, the Group's
cash runway therefore extends only 8
months beyond the date of approval
of the nancial statements, assuming
that the planned programme research
remains unchanged. Therefore, the
Group may be unable to realise its assets
and discharge its liabilities in the normal
course of business for at least twelve
months from the date of approval of the
nancial statements.
The ability of management to raise
further nancing and to successfully
progress its drug research and
development programmes are key
assumptions supporting the Directors’
conclusions that it is appropriate to
prepare the nancial statements of
the Group and Company on a going
concern basis. Whilst we understand a
nancial broker has been engaged to
support the company and to proceed
with a transaction for an equity nancing
for the Company’s cash requirements,
and the broker determines they have
the capacity to arrange the nancing
to an order of magnitude to allow the
Group and Company to continue to
operate as a going concern based on
current cash ow projections, there
has been no signicant progress as
at the date of approval of the nancial
124 Oxford Cannabinoid Technologies
Strategic report
Governance report
Financial Statements
Additional Information
statements towards actively identifying
commitments from investors and the
ability to do so will be dependent on
market conditions and programme
development at the time of the equity
fund raise.
As a result, we have not been able
to obtain sucient appropriate audit
evidence to support the assumption
that a fundraising of sucient magnitude
is achievable within the necessary
timeframe to allow the Group and
Company to continue to operate as a
going concern for at least twelve months
from the date of approval of the nancial
statements, Consequently we were
unable to obtain sucient appropriate
audit evidence to enable us to form
an audit opinion on these nancial
statements.
The nancial statements do not reect
any adjustments that would be required
should the Group and Company be
unable to continue as a going concern.
Our approach to the audit
Our audit approach was a risk-based
approach founded on a thorough
understanding of the Group’s business,
its environment, and its risk prole. We
conducted substantive audit procedures
and evaluated the Group’s internal
control environment. The components
of the Group were evaluated by the
Group audit team based on a measure of
materiality, considering each component
as a percentage of the Group’s total
assets, current assets, and gross prot,
which allowed the Group audit team
to assess the signicance of each
component and determine the planned
audit response.
We have evaluated two signicant
components – both the parent Company
and its subsidiary. A full scope audit was
performed on the nancial statements
of both components by the audit team.
We evaluated the controls in place
at each component by performing
walkthroughs over the nancial reporting
systems identied as part of our risk
assessment. We also reviewed the
accounts production process and
addressed critical accounting matters.
We then undertook substantive testing
on signicant classes of transactions and
material account balances.
Key audit matters
Key audit matters are those matters
that, in our professional judgement,
were of most signicance in our audit of
the nancial statements of the current
year and include the most signicant
assessed risks of material misstatement
(whether or not due to fraud) we
identied, including those which had
the greatest eect on: the overall audit
strategy, the allocation of resources
in the audit; and directing the eorts
of the audit engagement team. These
matters were addressed in the context
of our audit of the nancial statements
as a whole, and in forming our opinion
thereon, and we do not provide a
separate opinion on these matters.
125Year ended 30 April 2023
Going concern
The Group is pre revenue and has
incurred a loss for the year of £5.945m
(2022: £4.712m loss).
Whilst the Group has no outstanding
borrowings as at 30 April 2023 (2022:
nil), its cash funds have decreased in
the year to £2.297m (2022: £9.166m).
The directors have prepared cash
ow forecasts that show that, in the
absence of further debt or equity
funding, the existing cash funds
will be fully utilised by April 2024
(if current forecast levels of project
expenditure continue).
Given the trading performance in the
year, including the decrease in cash
funds, and the absence of any further
debt or equity nancing, the ability of
the Group and Company to continue
in business as a going concern was
considered to be a key audit risk area.
Our conclusions in respect of going
concern have been detailed in
the Basis for Disclaimer of Opinion
section of our audit report.
Key audit matter – Group How our scope addressed the
matter - Group
Valuation and classication
of investments in subsidiary
undertakings and valuation of
amounts owed by subsidiary
undertakings
The carrying value of investments in
subsidiary undertakings recognised
in the Parent Company Statement
of Financial Position at 30 April 2023
was £7.226m (2022: £7.226m) and the
total amount owed by the Company's
subsidiary undertakings recognised
in the Parent Company Statement of
Financial Position at 30 April 2023 was
£1.917m (2022: £5.446m).
The directors are required to make
an assessment to determine whether
the carrying value of investments
and amounts owed by the subsidiary
undertakings are recoverable. Due to
the size of the amounts in question
in the context of the Company
Statement of Financial Position, the
carrying value of investments and
The scope of our work included, but
was not restricted to:
• Critically assessing management’s
assessment of impairment
including critically assessing
the external valuation used by
management to support their
assessment;
• Critically assessing the
competence and independence
of the third party valuation expert;
• Critically assessing the key
underlying assumptions used
in the valuation and obtaining
and assessing documentation to
support the assumptions;
• Performing sensitivity analysis
on the valuation taking into
consideration management’s
base and downside scenarios;
• Critically assessing management’s
intercompany matrix to conrm
that all intercompany balances
have been included and materially
reconciled at 30 April 2023;
Key audit matter - Company How our scope addressed the
matter - Company
126 Oxford Cannabinoid Technologies
the recoverability of these amounts
were key risk areas for the audit of the
Company.
The directors are also required
to consider the classication of
investments at the year end given
the novation of contracts from the
subsidiary undertaking in the year to
the parent company.
The Company’s disclosures in
respect of investments, goodwill
and amounts owed by the subsidiary
undertakings are shown in notes 10,
13 and 15 to the nancial statements.
• Critically assessing the cash ow
model and the judgements and
estimates applied in the model
which support the ability of the
subsidiary to generate sucient
prots and cash ows to enable
them to repay the amounts owed
to the Company;
• Performing sensitivity analysis on
the cash ow model prepared
by management taking into
consideration management’s base
and downside scenarios;
• Critically assessing the factors
which determine whether the
investments should be reclassied
as goodwill following the novation
of contracts to the Parent
Company;
• Challenging key assumptions as
to why management consider
the amounts owed by subsidiary
undertakings to be recoverable;
• Critically assessing post year end
trading and the liquidity position of
the subsidiary; and
• Evaluating the accounting policy
and detailed disclosures included
in the nancial statements to
conrm whether information
provided in the nancial statements
is compliant with the requirements
of UK adopted International
Accounting Standards.
Key observations
Based on the work performed we
concluded that we agreed with
management’s assertion that no
provision or impairment was required
against amounts owed by the subsidiary
undertaking following a provision of
£0.678m that was recognised in the prior
nancial year ended 30 April 2022.
We further concluded that we agreed
with management’s assertion that the
investments should be reclassied as
goodwill at 30 April 2023 as a result of
the novation of contracts referred to
above.
We also concluded that we agreed
with management’s assertion that no
impairment was required against the
carrying value of goodwill.
We consider the disclosures in the
nancial statements to be acceptable.
Strategic report
Governance report
Financial Statements
Additional Information
127Year ended 30 April 2023
Our application of materiality
The scope and focus of our audit
engagement was inuenced by
our assessment and application of
materiality. We dene materiality as the
magnitude of misstatement that could
reasonably be expected to inuence
the readers and the economic decisions
of the users of the nancial statements.
We use materiality to determine the
scope of our audit engagement and the
nature, timing and extent of our audit
procedures and to evaluate the eect of
misstatements, both individually and on
the nancial statements as a whole.
Due to the nature of the Group, we
considered the loss for the year to be
the main focus for the readers of the
nancial statements, and accordingly this
consideration inuenced our judgement
of materiality. Based on our professional
judgement, we determined materiality
for the Group to be £117,000 based on
a percentage of loss for the year (2%).
Based on our professional judgement,
we determined materiality for the
Company to be £115,000 based on a
percentage of loss for the year (2%).
On the basis of our risk assessment,
together with our assessment of
the overall control environment, our
judgement was that performance
materiality (i.e. our tolerance for
misstatement in an individual account
or balance) for the Group and Company
was 50% of materiality, namely £58,500
and £57,500 respectively.
We agreed to report to the Audit
Committee all audit dierences in
respect of the Group and Company in
excess of £5,800 and £5,700 respectively
and, as well as dierences below that
threshold that, in our view, warranted
reporting on qualitative grounds. We
also reported to the Audit Committee
on disclosure matters that we identied
when assessing the overall presentation
of the nancial statements.
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.
Because of the signicance of the matter
described in the basis for disclaimer of
opinion section of our report, we have
been unable to form an opinion whether,
based on the work undertaken in the
course of the audit:
• the information given in the Strategic
Report and the Directors’ Report
for the nancial year for which the
nancial statements are prepared
is consistent with the nancial
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
Notwithstanding our disclaimer of
opinion on the nancial statements,
in the light of the knowledge and
understanding of the Group and the
Company and their environment
obtained in the course of the audit,
performed subject to the pervasive
limitation described above, we have not
identied material misstatements in the
Strategic Report or the Directors’ Report.
Arising from the limitation of our work
referred to above:
• we have not received all the
128 Oxford Cannabinoid Technologies
information and explanations we
require for our audit; and
• we were unable to determine
whether adequate accounting
records have been kept.
We have nothing to report in respect
of the following matters where the
Companies Act 2006 requires us to
report to you if, in our opinion:
• returns adequate for our audit have
not been received from branches not
visited by us; or
• the Company nancial 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 specied by law are not
made; or
• a corporate governance statement has
not been prepared by the Company.
Corporate governance statement
We have reviewed the directors’
statement in relation to going concern,
longer-term viability and that part of
the Corporate Governance Statement
relating to the entity’s voluntary
compliance with the provisions of the UK
Corporate Governance Code.
Because of the signicance of the matter
described in the basis for disclaimer of
opinion section of our report, we have
been unable to report as to whether the
following statements are appropriate:
• The Directors’ statement with regards
the appropriateness of adopting the
going concern basis of accounting
and any material uncertainties
identied set out on page 50;
• The Directors’ explanation as to its
assessment of the Group’s prospects,
the period this assessment covers
and why the period is appropriate set
out on page 50;
• The Directors’ statement on whether
it has a reasonable expectation that
the Group will be able to continue in
operation and meet its liabilities set
out on page 50;
• The Directors’ statement on fair,
balanced and understandable set out
on page 60;
Notwithstanding our disclaimer of
opinion on the Group and Company
nancial statements, based on the work
undertaken as part of our audit, we have
concluded that each of the following
elements of the Corporate Governance
Statement is materially consistent
with the nancial statements and our
knowledge obtained during the audit:
• The Board’s conrmation that it has
carried out a robust assessment of
the emerging and principal risks set
out on page 84;
• The section of the annual report that
describes the review of eectiveness of
risk management and internal control
systems set out on page 32; and
• The section describing the work
of the Audit Committee set out on
page108.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement set out on
page 60, the directors are responsible
for the preparation of the nancial
statements and for being satised that
they give a true and fair view, and for
such internal control as the directors
determine is necessary to enable the
preparation of nancial statements that
are free from material misstatement,
whether due to fraud or error.
Strategic report
Governance report
Financial Statements
Additional Information
129Year ended 30 April 2023
In preparing the nancial statements, the
directors are responsible for assessing
the Group’s and 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 nancial statements
Our responsibility is to conduct an
audit of the Group’s and Company’s
nancial statements in accordance with
International Standards on Auditing (UK)
and to issue an auditor’s report.
However, because of the matter
described in the basis for disclaimer of
opinion section of our report, we were
not able to obtain sucient appropriate
audit evidence to provide a basis for
an audit opinion on these nancial
statements.
We are independent of the Group and
Company in accordance with the ethical
requirements that are relevant to our
audit of the nancial statements in the
UK, including the FRC’s Ethical Standard,
and we have fullled our other ethical
responsibilities in accordance with these
requirements.
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
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.
The objectives of our audit in respect
of fraud, are; to identify and assess
the risks of material misstatement of
the nancial statements due to fraud;
to obtain sucient appropriate audit
evidence regarding the assessed risks
of material misstatement due to fraud,
through designing and implementing
appropriate responses to those assessed
risks; and to respond appropriately to
instances of fraud or suspected fraud
identied during the audit. However, the
primary responsibility for the prevention
and detection of fraud rests with both
management and those charged with
governance of the Company.
Our approach was as follows:
• We obtained an understanding
of the legal and regulatory
requirements applicable to the
Company and considered that the
most signicant are the Companies
Act 2006, UK adopted International
Accounting Standards, the Listing
Rules, the Disclosure Guidance and
Transparency Rules, and UK taxation
legislation.
• We obtained an understanding of
how the Company complies with
these requirements by discussions
with management and those charged
with governance.
• We assessed the risk of material
misstatement of the nancial
statements, including the risk of
material misstatement due to fraud
and how it might occur, by holding
discussions with management and
those charged with governance.
• We inquired of management and
those charged with governance
as to any known instances of
130 Oxford Cannabinoid Technologies
non-compliance or suspected
non-compliance with laws and
regulations.
• Based on this understanding, we
designed specic appropriate audit
procedures to identify instances
of non-compliance with laws and
regulations. This included making
enquiries of management and
those charged with governance and
obtaining additional corroborative
evidence as required.
• We evaluated managements’
incentives to fraudulently manipulate
the nancial statements and
determined that the principal
risks related to management
bias in accounting estimates and
judgemental areas of the nancial
statements. We challenged the
assumptions and judgements made
by management in respect of the
signicant areas of estimation, as
described in the key audit matters
section.
There are inherent limitations in the audit
procedures described above. We are
less likely to become aware of instances
of non-compliance with laws and
regulations that are not closely related
to events and transactions reected in
the nancial statements. Also, the risk of
not detecting a material misstatement
due to fraud is higher than the risk
of not detecting one resulting from
error, as fraud may involve deliberate
concealment by, for example, forgery
or intentional misrepresentations, or
through collusion.
Other matters which we are required to
address
Following the recommendation of the
Audit Committee, we were reappointed
by the Company’s Annual General
Meeting (AGM) on 28 September 2022
as auditor of the Company to hold oce
until the conclusion of the next AGM
of the Company. We were originally
appointed by the Audit Committee
on 15 June 2021 to audit the nancial
statements for the year ended 31 May
2021, and our total uninterrupted period
of engagement is three years covering
periods from our appointment through to
the year ended 30 April 2023.
The non-audit services prohibited by
the FRC’s Ethical Standard were not
provided to the Group or Company and
we remain independent of the Group and
the Company in conducting our audit
engagement.
Our disclaimer of 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 for no purpose
other than to draw to the attention of
the Company’s members those matters
which we are required to include in an
auditor’s report addressed to them. To
the fullest extent permitted by law, we
do not accept or assume responsibility
to any party other than the Company and
Company’s members as a body, for our
work, for this report, or for the opinions
we have formed.
Matthew Banton
(Senior Statutory Auditor)
For and on behalf of Moore Kingston
Smith LLP, Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Strategic report
Governance report
Financial Statements
Additional Information
131Year ended 30 April 2023
Notes
Year ended 30 April 2023
£
P
eriod ended 30 April 2022
£
Revenue - -
Research costs (4,303,608 ) (2,891,497 )
Gross loss (4,303,608 ) (2,891,497 )
Administrative expenses (2,670,151 ) (2,320,292 )
Exceptional items 4 (63,850 ) (291,598 )
O
perating loss 5 (7,037,609 ) (5,503,387 )
Finance income 6 3,838 -
Finance costs 6 - -
Loss before taxation (7,033,771 ) (5,503,387 )
Income tax 9 1,088,721 791,058
L
oss for the year/period (5,945,050 ) (4,712,329 )
Other comprehensive income
It
ems that may be reclassied
to prot or loss
Total comprehensive loss for
the y
ear/period attributable
to owners of the Parent
Company arising from
continuing operations
(5,945,050 ) (4,712,329 )
Loss per share attributable to
the or
dinary equity holders of
the Company:
Basic loss per share from
continuing and total operations
5
(0.619 p) (
Diluted loss per share from
c
ontinuing and total operations
25
(0.619 p)
(0.491 p)
Consolidated Statement
of Comprehensive Income
B
132 Oxford Cannabinoid Technologies
Consolidated Statement
of Comprehensive Income
Consolidated Statement
of Financial Position
Notes
Year ended 30 April 2023
£
Year ended 30 April 2022
£
Non-current assets - -
Intangible assets 10 7,272 46,080
Property, plant and equipment 11 - -
Right-of-use assets 12 - -
Current assets
Trade and other receivables 15 2,191,133 2,606,616
Cash and cash equivalents 16 2,297,343 9,165,596
Total assets 4,495,748 11,818,292
Current liabilities
Trade and other payables 17 583,920 2,025,264
Lease liabilities -
Borrowings -
Total current liabilities 583,920 2,025,264
Non-current liabilities
Borrowings - -
Total non-current liabilities - -
Total liabilities 583,920 2,025,264
Net assets 3,911,828 9,793,028
Equity
Called up share capital 18 9,604,156 9,604,156
Share premium account 18 11,877,466 11,877,466
Share based payment reserve 24 1,513,458 1,449,608
Other reserve 18 643,455 643,455
Retained earnings (19,726,707 ) (13,781,657 )
Total equity 3,911,828 9,793,028
The nancial statements were approved and authorised for issue by the Board of Directors on 30 August
2023 and were signed on behalf by:
Paul Smalley, Finance Director, Company Registration No. 13179529
Strategic report
Governance report
Financial Statements
Additional Information
C
133Year ended 30 April 2023
Company Statement
of Financial Position
Notes
Year ended 30 April 2023
£
Year ended 30 April 2022
£
Non-current assets
Intangible assets 10 7,233,436 46,080
Investment in subsidiary 13 – 7,226,164
7,233,436 7,272,244
Current assets
Cash and cash equivalents 16 104,569 2,122,992
Trade and other receivables 15 4,073,139 7,819,642
4,177,708 9,942,634
Total assets 11,411,144 17,214,878
Current liabilities
Trade and other payables 17 261,781 195,687
Total current liabilities 261,781 195,687
Net assets 11,149,363 17,019,191
Equity
Called up share capital 18 9,604,156 9,604,156
Share premium account 18 11,877,466 11,877,466
Share based payment reserve 24 1,376,924 1,313,074
Retained earnings (11,709,183) (5,775,505)
Total equity 11,149,363 17,019,191
As permitted by section 408 of the Companies Act 2006, the Parent Company’s income statement has not been
included in these nancial statements. The loss for the Parent Company was £5,933,678 (2022: £5,365,258).
The nancial statements were approved and authorised for issue by the Board of Directors on 30 August 2023 and
were signed on behalf of the Board by:
Paul Smalley, Finance Director, Company Registration No. 13179529
D
134 Oxford Cannabinoid Technologies
Company Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Notes
Share
capital
Share
premium
account
Share
based
payment
reserve
Other
reserve
Retained
earnings
Total
At 1 June 2021 9,604,156 11,877,466 1,158,010 643,455 (9,069,328 ) 14,213,759
Loss for the period - - - - (4,712,329 ) (4,712,329 )
Other comprehensive
income
Total comprehensive
loss
Transactions with
owners
- - - - - -
Share-based payment
charge (warrants)
24 - - 202,953 - - 202,953
Share-based payment
charge (options)
24 - - 88,645 - - 88,645
Total transactions with
owners
Balance at 30 April
2022
At 1 May 2022 9,604,156 11,877,466 1,449,608 643,455 (13,781,657 ) 9,793,028
Loss for the period - - - - (5,945,050 ) (5,945,050 )
Other comprehensive
income
Total comprehensive
loss
Transactions with
owners
- - - - - -
Share-based payment
charge (warrants)
24 - - 12,154 - - 12,154
Share-based payment
charge (options)
24 - - 51,696 - - 51,696
Total transactions with
owners
Balance at 30 April
2023
Strategic report
Governance report
Financial Statements
Additional Information
E
135Year ended 30 April 2023
Company Statement
of Changes in Equity
Notes
Share
capital
Share
premium
account
Share
based
payment
reserve
Retained
earnings
Total
At 1 June 2021 9,604,156 11,877,466 1,021,476 (410,247) 22,092,851
Loss for the period - - - (5,365,258) (5,365,258)
Total comprehensive
loss for the period
- - - (5,365,258) (5,365,258)
Transactions with
owners
Share-based payment
charge (options)
24 - - 202,953 - 202,953
Share-based payment
charge (warrants)
24 - - 88,645 - 88,645
Total transactions with
owners
– – 291,598 - 291,598
Total equity at 30 April
2022
9,604,156 11,877,466 1,313,074 (5,775,505) 17,019,191
Notes
Share
capital
Share
premium
account
Share
based
payment
reserve
Retained
earnings
Total
At 1 May 2022 9,604,156 11,877,466 1,313,074 (5,775,505) 17,019,191
Loss for the period - - - (5,933,678) (5,933,678)
Total comprehensive
loss
- - - (5,933,678) (5,933,678)
Transactions with
owners
Share-based payment
charge (warrants)
24 - - 12,154 - 12,154
Share-based payment
charge (options)
24 - - 51,696 - 51,696
Total transactions with
owners
- - 63,850 - 63,850
Balance at 30 April
2023
9,604,156 11,877,466 1,376,924 (11,709,183) 11,149,363
F
136 Oxford Cannabinoid Technologies
Company Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
Notes
2023
£
2022
£
Cash ows from operating activities
Cash absorbed from operations 19a (7,042,074 ) (5,373,021 )
Interest received 6 3,838 -
Tax refunded 9 169,983 -
Net cash outow from operating activities (6,868,253 ) (5,373,021 )
Cash ows from investing activities
Proceeds from disposal of property, plant and
equipment
11 - 2,500
Net cash inow from investing activities - 2,500
Cash ows from nancing activities - -
Repayment of borrowings - (50,000 )
Lease liability payments 12 - (44,684 )
Net cash outow from nancing activities - (94,684 )
Net decrease in cash and cash equivalents (6,868,253 ) (5,465,205 )
Cash and cash equivalents at the beginning of
the period
16 9,165,596 14,630,801
Cash and cash equivalents at end of the period 16 2,297,343 9,165,596
Strategic report
Governance report
Financial Statements
Additional Information
G
137Year ended 30 April 2023
Company Statement
of Cash Flows
Notes
2023
£
2022
£
Cash ows from operating activities
Cash absorbed from operations 19a (2,018,423) 2,122,992
Net cash (outow)/inow from operating
activities
(2,018.423)
2,122,992
Net (decrease)/increase in cash and cash
equivalents
(2,018,423) 2,122,992
Cash and cash equivalents at the beginning of
the period
2,122,992 -
Cash and cash equivalents at end of the period 104,569 2,122,992
H
138 Oxford Cannabinoid Technologies
Notes to the Financial Statements
1
General Information
registered office and principal place of business is Prama House, 267 Banbury
were admitted to trading on the London Stock Exchange on 21 May 2021.
All press releases, financial reports and other information
are available at our Shareholder Centre on our website:
www.oxcantech.com.
The consolidated financial statements are presented in
Pound Sterling (£) and have been rounded to the nearest pound.
2
Summary of Significant Accounting Policies
2(a) Basis of preparation
Compliance with IFRS
The consolidated and company financial statements of the Group have been
prepared in accordance with UK adopted International Accounting Standards
and interpretations issued by the IFRS Interpretations Committee (IFRIC)
applicable to companies reporting under IFRS. The financial statements comply
with IFRS as issued by the International Accounting Standards Board (IASB).
Historical cost convention
The financial statements have been prepared on a historical cost basis, unless
stated otherwise in the accounting policies below.
2(b) Principles of consolidation and equity accounting
The consolidated financial statements consolidate the Company and its
subsidiary undertakings drawn up to 30 April . Subsidiaries are all entities over
which the Company has control. The Group controls an entity where the Group
is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
Strategic report
Governance report
Financial Statements
Additional Information
I
139Year ended 30 April 2023
The acquisition method of accounting is used to account for business
combinations by the Group as detailed in note 2(c), except as otherwise
detailed. Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated on consolidation.
Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the transferred asset. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies
adopted by the Group.
2(c) Business combinations
The acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition of a subsidiary
comprises the:
• fair values of the assets transferred;
• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the Group;
• fair value of any asset or liability resulting from a contingent consideration
arrangement; and
• fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the
acquisition date. Acquisition-related costs are expensed as incurred.
On 17 May 2021, in connection with the pre-IPO group restructuring, the
existing OCTL shareholders entered into a Share Exchange Agreement with
OCT, with OCT becoming the legal acquirer of OCTL. The Group restructuring
does not constitute a business combination and consequently it is not a
reverse acquisition as defined in IFRS 3. However, although the transaction
is outside of the scope of IFRS 3 it has been accounted for on a similar basis,
as detailed in guidance issued by the IFRS Interpretations Committee. Other
reserves represent the value of shares obtained in excess of the par value
under the share for share exchange agreement.
2(d) Going concern
The Directors are required to satisfy themselves that it is reasonable for them
to conclude whether it is appropriate to prepare the financial statements on a
going concern basis, and as part of that process they have followed the Financial
Reporting Council’s guidelines (“Guidance on the Going Concern Basis of
Accounting and Reporting on Solvency and Liquidity Risk” issued April 2016).
140 Oxford Cannabinoid Technologies
The Group’s business activities together with factors that are likely to affect
its future development and position are set out in the Chair’s Statement, the
CEO’s Review and Financial Review. Budgets and detailed cashflow forecasts
that look beyond twelve months from the date of these consolidated financial
statements have been prepared and used when considering the Group’s
ability to meet its liabilities as they fall due, without raising further funding. The
Directors have made various assumptions in preparing these forecasts, using
their view of both the current and future economic conditions that may impact
on the Group during the forecast period.
As detailed in the Directors’ Report, the Board have, however, identified that
a material uncertainty exists on the Company’s ability to continue as a going
concern in relation to working capital. The Company’s cash runway will only
extend eight months beyond signing these financial statements and therefore,
the Company may be unable to realise its assets and discharge its liabilities in
the normal course of business without a further fundraise within the next eight
months. The Board is planning on raising additional funds within this period to
provide further financial resources in order to progress with the next stages
of the research programmes. Whilst preparations are in progress for this
fundraise, alternative options for short to medium term financing are also being
considered. Further controls over discretionary spend will be implemented to
extend the current cash resources if required. Given the mitigating controls that
are in place for a successful fundraise and the strength of controls that exist
over cash management (as detailed in Principal Risks and Uncertainties), the
Board are confident that preparing the financial statements on a going concern
basis remains appropriate.
Key risks and potential scenarios that could negatively impact on the Group’s
ability to continue to research and ultimately develop and retail prescribed
medicines within the timescales previously presented have been considered.
The signing of the agreement with Evotec for one of the Group’s leading drug
candidates (OCT 461201) is an example of where the Directors have actively
managed some key external risk factors by selecting a partner who offers an
integrated drug development process, with acceleration through to clinical trial
stage.
The Directors have also considered the impact of the COVID-19 pandemic.
Due to the nature of the Group’s activities, there has not been a significant on-
going impact on the business. Nonetheless, the Directors have taken steps to
mitigate the impact including entering into agreements with CROs that, where
possible, place responsibility for any delays with the other party.
Strategic report
Governance report
Financial Statements
Additional Information
141Year ended 30 April 2023
After making enquiries including detailed consideration of the Group’s
cashflow, solvency and liquidity position, the Board has a reasonable
expectation that OCT, OCTL and the Group as a whole have adequate
resources to continue in operational existence for at least twelve months (with
significant changes to the programme spend or with further fundraising) from
the date of signing of these financial statements. As such, the Board continues
to adopt the going concern basis in preparing the consolidated financial
statements and annual report.
2(e) Foreign currency translation
Items included in the consolidated financial statements of each of the Group’s
entities are measured using Pound Sterling, which is the Group’s functional and
presentation currency.
Foreign currency transactions are translated into the functional currency using
the exchange rates at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions, and from the
translation of monetary assets and liabilities denominated in foreign currencies
at period end exchange rates, are generally recognised in the Statement of
Comprehensive Income.
2(f) Research & development costs
Prior to achieving regulatory approval, all expenditure on research activities
is recognised as an expense in the period in which it is incurred. Once such
approval is obtained, expenditure can then be recorded as an internally
generated intangible asset arising from the Group’s development activities
if the following conditions can be demonstrated, in accordance with IAS 38
Intangible Assets:
• the technical feasibility of completing the intangible asset
so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to
complete the development and to use or sell
the intangible asset; and
• the ability to measure reliably the expenditure attributable
to the intangible asset during its development.
142 Oxford Cannabinoid Technologies
2(g) Tax
Income tax
Current tax payable is based on taxable profit for the period. The Group’s
liability for current tax is calculated using the main corporation tax rate for the
period.
The Group is entitled to claim special tax deductions for qualifying expenditure
(i.e. the Research and Development Tax Incentive regime in the UK). The Group
accounts for such allowances as tax credits, which reduces income tax payable
and current tax expense.
Tax expense recognised in profit or loss comprises the sum of deferred tax and
current tax not recognised in other comprehensive income or directly in equity.
Deferred tax
Deferred income taxes are calculated using the liability method on temporary
differences. This involves the comparison of the carrying amount of assets
and liabilities in the consolidated financial statements with their respective tax
bases used in the computation of taxable profit.
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. However, deferred tax is not provided
on the initial recognition of goodwill, or on the initial recognition of an asset
or liability unless the related transaction is a business combination or affects
tax or accounting profit. Deferred tax on temporary differences associated
with investments in subsidiaries is not provided if reversal of these temporary
differences can be controlled by the Group and it is probable that reversal will
not occur in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of
recovery or settlement of the carrying amount of assets and liabilities, using tax
rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Given the Company and Group are several years away from generating a
taxable profit, no deferred tax asset is recognised in respect of trading losses.
Deferred tax liabilities are always provided for in full and are calculated at
tax rates that are expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted at the balance sheet date.
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Financial Statements
Additional Information
143Year ended 30 April 2023
2(h) Leases
Until 2 April 2022, the Group leased the head office in London under a five year
lease period and office equipment. The latter are short term leases of low value
assets and as such were accounted for as operating leases, all of which had
ended by 31 March 2022.
Contracts may contain both lease and non-lease components.
The Group allocates the consideration in the contract to the lease and non-
lease components based on their relative stand-alone prices. However, for the
lease of premises for which the Group is a lessee, it has elected not to separate
lease and non-lease components and instead has accounted for this as a
single lease component.
Lease terms are negotiated on an individual basis. The lease agreements
do not impose any covenants other than the security interests in the leased
assets that are held by the lessor. Leased assets are not used as security for
borrowing purposes.
Lease payments are discounted using the Group’s incremental borrowing
rate, being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate the Group:
• uses the monthly average of UK resident banks’ sterling weighted interest
rate on ‘other loans, new advances to SMEs’ as a basis;
• uses a build-up approach adjusting for credit and any currency risk, economic
factors and property yields for commercial property in the local area;
• benchmarks against similar companies that are also pre-revenue,
of a similar scale and sector; and
• makes adjustments specific to the lease,
e.g. term and currency.
An incremental borrowing rate of nil (2022: 5.31%) was calculated
and applied in determining right-of-use costs and asset value.
Assets and liabilities arising from a lease are initially measured on a present
value basis. Lease liabilities include the net present value of the fixed payments
(including in-substance fixed payments), less any lease incentives receivable.
Lease payments to be made under reasonably certain extension options are
also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost.
The finance cost is charged to profit or loss over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the
liability for each period.
144 Oxford Cannabinoid Technologies
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any
lease incentives received;
• any initial direct costs, and
• restoration costs.
Right-of-use assets are depreciated over the shorter of the asset‘s useful
life and the lease term on a straight-line basis. The Group has chosen not to
revalue right-of-use assets held by the Group.
The lease term is reassessed if an option is actually exercised (or not
exercised) or the Company becomes obliged to exercise (or not exercise) it.
The assessment of reasonable certainty is only revised if a significant event
or a significant change in circumstances occurs, which affects this assessment,
and that is within the control of the lessee.
2(i) Impairment of assets
Intangible assets that have an indefinite useful life are not subject to amortisation
and are tested annually for impairment, or more frequently if events or changes
in circumstances indicate that they might be impaired. Other assets are tested
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset’s carrying amount exceeds its recoverable
amount, and is recorded as an exceptional item. The recoverable amount is the
higher of an asset’s fair value less costs of disposal and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-
generating units). Non-financial assets that suffered an impairment are reviewed
for possible reversal of the impairment at the end of each reporting period.
2(j) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and
cash equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term, and highly liquid investments with original
maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in
value. There are no bank overdraft arrangements.
Strategic report
Governance report
Financial Statements
Additional Information
145Year ended 30 April 2023
2(k) Other financial assets
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value (either through Other
Comprehensive Income or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded
in profit or loss or Other Comprehensive Income. For investments in equity
instruments that are not held for trading, this will depend on whether the Group
has made an irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus,
in the case of a financial asset not at fair value through profit or loss (FVTPL),
transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at FVTPL are expensed in profit
or loss.
2(l) Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognised when replaced. All other repairs and
maintenance are charged to profit or loss during the reporting period in which
they are incurred.
Depreciation is calculated using the straight-line method to allocate the cost
(or, if applicable, revalued amounts) of the assets, net of any residual values,
over the lease term for leasehold improvements and estimated useful lives for
office and computer equipment:
| Leasehold improvements | 5 years |
| Offce equipment | 5 years |
| Computer equipment | 5 years |
146 Oxford Cannabinoid Technologies
Each year, the difference between depreciation based on the
cost (or, if applicable, revalued carrying amount) of the asset charged to
profit or loss and depreciation based on the asset’s original cost, net of tax, is
reclassified from the property,
plant and equipment revaluation surplus to retained earnings.
The assets’ residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in profit or loss.
2(m) Intangible assets
Intangible assets are stated at cost less amortisation and are reviewed
for impairment whenever there is an indication that the carrying value
may be impaired.
Intangible assets are comprised of licence fees paid for the use of trademarks
on compounds being developed. Such assets are defined as having finite
useful lives and the Group amortises the costs using the straight-line method
over the estimated useful life of five years. The charge for amortisation is
included within administrative expenses.
2(n) Trade and other payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of the financial period which are unpaid. The amounts
are unsecured and are usually paid within 30 days of recognition. Trade and
other payables are presented as current liabilities unless payment is not due
within 12 months after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the effective
interest method.
2(o) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs
incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss over the period of the
borrowings using the effective interest method. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw-down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be drawn down,
the fee is capitalised as a prepayment for liquidity services and amortised over
the period of the facility to which it relates.
Strategic report
Governance report
Financial Statements
Additional Information
147Year ended 30 April 2023
Borrowings are removed from the balance sheet when the obligation specified
in the contract is discharged, cancelled or expired. The difference between the
carrying amount of a financial liability that has been extinguished or transferred
to another party and the consideration paid, including any non- cash assets
transferred or liabilities assumed, is recognised in profit or loss as other income
or finance costs.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for
at least 12 months after the reporting period.
2(p) Provisions
Provisions for any legal claims are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is probable that an
outflow of resources will be required to settle the obligation, and the amount
can be reliably estimated. Provisions are not recognised for future operating
losses.
Where there are a number of similar obligations, the likelihood that an outflow
will be required in settlement is determined by considering the class of
obligations as a whole. A provision is recognised even if the likelihood of an
outflow with respect to any one item included in the same class of obligations
may be small.
Provisions are measured at the present value of management’s best estimate
of the expenditure required to settle the present obligation at the end of the
reporting period. The discount rate used to determine the present value is
a pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability. The increase in the provision due to
the passage of time is recognised as interest expense.
2(q) Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and accumulating sick leave that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ services up to the end
of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. Leave obligations are calculated by multiplying
the average days of outstanding leave at the period end by the daily salary rate
of the employee concerned. The liabilities are presented as current employee
benefit obligations in the balance sheet.
Other long-term employee benefit obligations
There are no other long-term employee benefit obligations.
148 Oxford Cannabinoid Technologies
Post-employment obligations
The Group operates one post-employment scheme, a defined contribution
pension plan available to all employees. The Group pays contributions to
publicly or privately administered pension insurance plans on a mandatory,
contractual or voluntary basis. The Group has no further payment obligations
once the contributions have been paid. The contributions are recognised as
an employee benefit expense when they are due. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the
future payments is available.
Share-based payments
Share-based compensation benefits are provided to employees via the Group
Employee Option Plan, an employee share scheme, the executive short-term
incentive scheme and share appreciation rights. Information relating to these
schemes is set out in note 26.
Employee options
The fair value of options granted under the Group Employee Option Plan is
recognised as an employee benefit expense, with a corresponding increase in
equity. The total amount to be expensed is determined by reference to the fair
value of the options granted:
• including any market performance conditions (e.g. the Company’s share
price);
• excluding the impact of any service and non-market performance
vesting conditions (e.g. profitability, sales growth targets and remaining an
employee of the entity over a specified time period); and
• including the impact of any non-vesting conditions (e.g. the requirement for
employees to save or hold shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the end
of each period, the entity revises its estimates of the number of options that
are expected to vest based on the non-market vesting and service conditions.
It recognises the impact of the revision to original estimates, if any, in profit or
loss, with a corresponding adjustment to equity.
The Employee Option Plan is accounted for as detailed in note 26. When the
options are exercised, the appropriate amount of shares are transferred to the
employee. The proceeds received, net of any directly attributable transaction
costs, are credited directly to equity.
Bonus plans
Where contractually obliged or where there is a past practice that has created
a constructive obligation to give staff bonuses, the Group recognises a liability
and an expense for bonuses based on a formula that takes into consideration
certain financial and operational objectives.
Strategic report
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Financial Statements
Additional Information
149Year ended 30 April 2023
2(r) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable
to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds. The excess of the proceeds from share issues over
the par value is classified as a share premium account. The other reserve
represents the difference on consolidation between the value of the shares
issued and the value of shares acquired by the Company in its acquisition of
OCTL in May 2021. The shared-based payment reserve represents the fair value
of equity-settled share-based payment transactions as detailed in note 26.
2(s) Dividends
Provision is made for the amount of any dividend declared,
being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but
not distributed at the end of the reporting period.
2(t) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit or loss attributable to owners of the Group, excluding any costs of
servicing equity other than ordinary shares; and
• by the weighted average number of ordinary shares outstanding during
the financial period, adjusted for bonus elements in ordinary shares issued
during the period.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
• the after-income tax effect of interest and other financing costs associated
with dilutive potential ordinary shares; and
• the weighted average number of additional ordinary shares that would have
been outstanding assuming the conversion
of all dilutive potential ordinary shares.
2(u) Exceptional items
Exceptional items comprise costs that are considered by the Directors not to
relate to the day to day financial performance of the Group. These are costs
incurred by the Group that are considered by the Directors to be material in size
and are unusual or infrequent in occurrence which require separate disclosure
within the consolidated financial statements. They include one-off transactions
and non-cash items such as the share-based payment charge.
150 Oxford Cannabinoid Technologies
2(v) Segmental Reporting
Operating segments are reported in a manner consistent with the internal
reporting to the chief operating decision-maker (CODM). The CODM, who
is responsible for allocating resources and assessing performance, has
been identified as the Board of Directors. The Directors consider that, as the
Group is non-revenue generating, there is only one operating segment and
consequently no segmental analysis is required.
2(w) Government grants
Government grants are recognised in the Consolidated Statement of
Comprehensive Income so as to match with the related expenses that they
are intended to compensate. It is considered whether there are any conditions
for the funding to be refunded. The amount allocated as a government grant
(in the form of a tax credit) is determined by reference to the specific agreed
costs and activities identified as meeting the criteria under the government
scheme for research and development expenditure. Government grants are
recorded as an offset to the relevant expense in the Consolidated Statement of
Comprehensive Income and are capped to match the relevant costs incurred.
2(x) New and forthcoming standards and interpretations
There were no new or amended standards adopted in the year that were
relevant to the Group.
New standards and interpretations not yet adopted
A number of new accounting standards, amendments to accounting standards
and interpretations have been issued by the International Accounting Standards
Board with an effective date after the date of these financial statements.
The Directors have chosen not to early adopt these standards and
interpretations, and the Directors do not expect them to have a material impact
on the entity in the current or future reporting periods and on foreseeable
future transactions.
| Effective date | ||
| IAS 1 | ||
| Presentation of Financial Statements – amendments regarding the | ||
| disclosure of accounting policies | ||
| 1 January | ||
| 2023 | ||
| IAS 8 | ||
| Accounting Policies, Changes in Accounting Estimates and Errors – | ||
| amendments regarding the definition of accounting estimates | ||
| 1 January | ||
| 2023 | ||
| IAS | ||
| 12 | ||
| Deferred Tax related to Assets and Liabilities arising from a Single | ||
| Transaction | ||
| 1 January | ||
| 2023 | ||
| IFRS | ||
| 17 & 9 | ||
| Comparative Information | ||
| 1 January | ||
| 2023 | ||
| IAS 1 | ||
| Presentation of Financial Statements – amendments regarding the | ||
| classification of liabilities | ||
| 1 January | ||
| 2024 | ||
| IAS 1 | ||
| Presentation of Financial Statements – amendments regarding the | ||
| non- current liabilities with covenants | ||
| 1 January | ||
| 2024 | ||
| IFRS | ||
| 16 | ||
| Lease Liability in a Sale and Leaseback | ||
| 1 January | ||
| 2024 |
Strategic report
Governance report
Financial Statements
Additional Information
151Year ended 30 April 2023
3
Critical Estimates and Judgements
The preparation of financial statements requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Group’s
accounting policies. However uncertainty about these assumptions and
estimates could result in outcomes that would require a material adjustment to
the carrying amount of the asset or liability in future periods.
Estimates and judgements are continually evaluated. They are based on
historical experience and other factors, including expectations of future events
that may have a financial impact on the entity and that are believed to be
reasonable under the circumstances. The areas involving significant estimates
or judgements which management consider may have a significant risk of
causing a material adjustment to the reported amounts in the period were:
Going concern basis
As outlined in note 2(d), judgement has been applied in accounting for
the Group as a going concern. In reaching the decision the Directors have
considered current cash reserves and forecast cashflows, solvency and
liquidity, particularly with regard to the cash resources expected to be fully
utilised by April 2024. The forecasts are based on various assumptions
including a successful fundraising within the next 8 months, charges from
research partners, rate of progression through to commercialisation, and
external economic conditions.
There is a material uncertainty over the Group’s ability to realise its assets
and discharge its liabilities in the normal course of business, without a further
fundraise within the next 8 months. Given the level of mitigating controls in
place over the risks involving fundraising and cash management (as detailed
in Principal Risks and Uncertainties), the Board currently believe that preparing
the financial statements on a going concern basis remains appropriate.
Research & development costs
Judgement is used in the classification and hence treatment of costs incurred
in the research and development of the core programmes outlined in the
CSO’s Review. During the year all of the £4,303,608 costs incurred were
accounted for as research costs and expensed to profit or loss, on the basis
that none of the programmes were yet at a stage of having gained regulatory
approval for commercialisation (and hence having a measurable future
economic benefit).
152 Oxford Cannabinoid Technologies
R&D tax credits receivable
Judgement is applied in calculating the tax credits that the Group consider
to be receivable from HMRC in relation to research costs incurred. Evidence
is retained to support the methodology adopted by the Group in calculating
R&D tax relief claims, part of which involves the judgement of experienced
senior managers and Directors in articulating the scientific advancements and
uncertainties for the wider market of the Group’s research programmes based
on contemporaneous evidence. The tax credit receivable of £1,848,447 is
detailed in note 15.
Impairment of intangible fixed assets
Judgement is involved in determining the useful economic life and potential
impairment of the goodwill. This includes consideration of the continuing
likelihood of the asset to generate value to the Group or any other event which
may have a detrimental effect on the carrying value of the asset.
Warrants and share options
The Black-Scholes model is used to calculate the appropriate charge of the
warrants and share options. The calculation involves a number of estimates
and judgements to establish the appropriate inputs to be entered into the
model, including the use of an appropriate interest rate, expected volatility,
exercise restrictions and behavioural considerations. A significant element of
judgement is therefore involved in the calculation of the charge. In the financial
year the charge was £63,850 (2022: £291,598) as shown in note 4.
Strategic report
Governance report
Financial Statements
Additional Information
153Year ended 30 April 2023
4
Exceptional Items
The Consolidated Statement of Comprehensive Income includes exceptional
items totalling £63,850 (2022: £291,598) comprised of:
| Notes | |||
| Year ended 30 April 2023 | |||
| £ | |||
| Year ended 30 April 2022 | |||
| £ | |||
| Share-based | |||
| payment charge | |||
| 24 | 63,850 | 291,598 | |
| 63,850 | |||
| 291,598 |
Share-based payment charge
As detailed in note 24, the Group operates two share option schemes for its
Directors and senior employees one relating to options transferred from OCTL
and a new scheme for OCT. In addition, warrants were issued as part of the
listing in May 2021, a charge of £51,696 (2022: £202,953) which is included within
the total charge for the current period.
5
Operating Loss
Operating loss is stated after charging / (crediting):
| Year ended 30 April 2023 | ||
| £ | ||
| Year ended 30 April 2022 | ||
| £ | ||
| Depreciation of property, | ||
| plant and equipment | ||
| - | 12,143 | |
| Amortisation of right-of-use | ||
| assets | ||
| - | 10,565 | |
| Amortisation of intangible | ||
| assets | ||
| 38,808 | 35,577 | |
| Impairment of intangible | ||
| assets | ||
| - | 20,000 | |
| Gain on release of right-of- | ||
| use assets | ||
| - | (79,202) | |
| Operating lease rentals | - | 2,494 |
| Share based payment | ||
| charge | ||
| 63,850 | 291,598 | |
| Foreign exchange loss | 22,594 | 25,694 |
154 Oxford Cannabinoid Technologies
6
Finance Income and Finance Costs
The Consolidated Statement of Comprehensive Income includes exceptional
items totalling £63,849 (2022: £291,598) comprised of:
| Year ended 30 April 2023 | ||
| £ | ||
| Year ended 30 April 2022 | ||
| £ | ||
| Finance income | 3,838 | - |
| Financ | ||
| e costs | - | - |
| 3,838 | - |
Finance income
This relates to interest received on bank accounts.
Strategic report
Governance report
Financial Statements
Additional Information
155Year ended 30 April 2023
7
Employees
The monthly average number of employees was 7 (2022: 7), which excludes
Non-Executive Directors
| 2023 Number | 2022 Number | |
| Research | 2 | 2 |
| Management | 5 | 5 |
| Total number of employees | 7 | 7 |
Their aggregate remuneration, including Executive Directors’ remuneration,
comprised:
| Year ended 30 April 2023 | ||
| £ | ||
| Year ended 30 April 2022 | ||
| £ | ||
| Wages and salaries | 1,058,240 | |
| 817,671 | ||
| Pension | 98,727 | 85,634 |
| Social security costs | 149,317 | 121,564 |
| Share based payments | 51,696 | 88,645 |
| 1,357,980 | ||
| 1,113,514 |
Details of Directors’ emoluments, share options and pension entitlements are
given in the Directors’ Remuneration Report.
156 Oxford Cannabinoid Technologies
Employee Benefit Obligations
| Year ended 30 April | ||
| 2023 | ||
| £ | ||
| Year ended 30 April | ||
| 2022 | ||
| £ | ||
| Leave obligations | 15,043 | 11,731 |
| Total employee benefit obligations | 15,043 | 11,731 |
The leave obligations cover the Group’s liabilities for annual leave which
are classified as short-term benefits, as explained in note 2(q). The liability
comprises all of the accrued annual leave, with the entire amount of the
provision presented as current, since the Group does not have an unconditional
right to defer settlement. However, based on past experience, the Group does
not expect all employees to take the full amount of accrued leave or require
payment within the next 12 months.
The Group operates a defined contribution pension plan which receives
fixed contributions from Group companies. The Group’s legal or constructive
obligation for these plans is limited to the contributions. The expense
recognised in the current period in relation to these contributions was £98,727
(2022: £85,634).
Medical insurance is provided to all current employees. The expense recognised
in the current period in relation to these costs was £6,138 (2022: £4,970).
There are no post-employment obligations.
Strategic report
Governance report
Financial Statements
Additional Information
157Year ended 30 April 2023
8
Auditor’s Remuneration
During the period, the Group incurred the following
costs in respect of services provided by the auditor:
| Year ended 30 April | ||
| 2023 | ||
| £ | ||
| Year ended 30 April | ||
| 2022 | ||
| £ | ||
| Fees payable to the Company auditor | ||
| for the audit of the parent company | ||
| 79,553 | 72,500 | |
| Fees payable to the Company auditor | ||
| for further services: | ||
| - audit of Company’s subsidiaries | ||
| pursuant to legislation | ||
| 12,650 | 12,500 | |
| - other services pursuant to | ||
| legislation | ||
| 6,122 | 10,475 |
158 Oxford Cannabinoid Technologies
9
Income Tax
The Group is pre-revenue generating, but on target to gain regulatory
approval of its first product during 2027. The Group benefits from research and
development corporation tax relief in both the current year and prior periods
claimed
on allowable research expenditure.
A deferred tax asset of approximately £3,884,180 (2022: £2,124,737) relating
to carried forward losses of £15,536,719 (2022: £8,502,949) has not been
recognised due to the uncertainty of the timing of future taxable profits.
The deferred tax assets have been calculated at 25% (2022:25%).
| Current tax credit | ||
| Year ended 30 | ||
| April 2023 | ||
| £ | ||
| Year ended 30 | ||
| April 2022 | ||
| £ | ||
| UK corporation tax on loss for the current period | (1,088,721) | (759,726) |
| Adjustment from previous periods | - | (31,332) |
| UK corporation tax on loss | ||
| (1,088,721) | (791,058) | |
| The income tax credit differs from the theoretical credit arising from applying UK | ||
| c | ||
| orporate tax rates to the losses for the reasons below: | ||
| Loss before taxation | (7,033,771) | (5,503,387) |
| Expected tax based on a corporation tax rate of | ||
| 19% (2022: 19%) | ||
| (1,336,416) | ||
| (1,045,644) | ||
| Effect of expenses not deductible in determining | ||
| tax | ||
| able profit | ||
| 24,821 | ||
| 94,423 | ||
| Effect of income not taxable in determining | ||
| tax | ||
| able profit | ||
| - | ||
| (16,265) | ||
| Depreciation in excess of capital allowances | - | 13,165 |
| Losses carried forward | 659,179 | 403,865 |
| Enhanced research and development relief | ||
| utilised | ||
| (996,603) | ||
| (550,456) | ||
| Losses surrendered for R&D tax credit | 1,500,557 | 973,884 |
| Research and development tax credit | ||
| (1,088,721) | (759,726) | |
| Adjustment from previous periods | - | (31,332) |
| Rate difference between CT rate and R&D | ||
| r | ||
| epayment rate | ||
| 148,462 | ||
| 127,028 | ||
| Taxation credit for the period | ||
| (1,088,721) | (791,058) |
Strategic report
Governance report
Financial Statements
Additional Information
159Year ended 30 April 2023
10
Intangible Assets
During the period, the Group incurred the following
costs in respect of services provided by the auditor:
| Group | ||
| Licences | ||
| £ | ||
| Total | ||
| £ | ||
| Cost | ||
| At 1 June 2021 | 155,245 | 155,245 |
| Additions | – | – |
| At 30 April 2022 | 155,245 | 155,245 |
| Additions | – | – |
| At 30 April 2023 | 155,245 | 155,245 |
| Amortisation | ||
| At 1 June 2021 | 53,588 | 53,588 |
| Charge in year | 35,577 | 35,577 |
| Impairment | 20,000 | 20,000 |
| At 30 April 2022 | 109,165 | 109,165 |
| Charge in year | 38,808 | 38,808 |
| At 30 April 2023 | 147,973 | 147,973 |
| Net book value at 30 April 2022 | 46,080 | 46,080 |
| Net book value at 30 April 2023 | 7,272 | 7,272 |
| Company | |||
| Goodwill | |||
| £ | |||
| Licences | |||
| £ | |||
| Total | |||
| £ | |||
| Cost | |||
| At 1 June 2021 | – | – | – |
| Transfer from subsidiary | – | 155,245 | 155,245 |
| At 30 April 2022 | – | 155,245 | 155,245 |
| Transfers from investments (note 13) | 7,226,164 | – | 7,226,164 |
| At 30 April 2023 | 7,226,164 | 155,245 | 7,381,409 |
| Amortisation | |||
| At 1 June 2021 | – | – | – |
| Transfer from subsidiary | – | 53,588 | 53,588 |
| Charge in year | – | 35,577 | 35,577 |
| Impairment | – | 20,000 | 20,000 |
| At 30 April 2022 | – | 109,165 | 109,165 |
| Charge in year | – | 38,808 | 38,808 |
| At 30 April 2023 | – | 147,973 | 147,973 |
| Net book value at 30 April 2022 | – | 46,080 | 46,080 |
| Net book value at 30 April 2023 | 7,226,164 | 7,272 | 7,233,436 |
160 Oxford Cannabinoid Technologies
The Directors have undertaken a detailed impairment review of licences in the
current period and as a result of this process no impairment has been identified
as being required as at 30 April 2023. In addition, the Directors have undertaken
a review of investments and as a result of this process and valuation, the
investment has been reclassified as goodwill. No impairment has been
identified as being required as at 30 April 2023.
11
Property, Plant and Equipment
| Group | ||||
| Leasehold | ||||
| improvements | ||||
| £ | ||||
| Offce | ||||
| equipment | ||||
| £ | ||||
| Computer | ||||
| equipment | ||||
| £ | ||||
| Total | ||||
| £ | ||||
| Cost | ||||
| At 1 June 2021 | 57,182 | 14,201 | 7,929 | 79,312 |
| Disposals | (57,182) | (14,201) | (7,929) | (79,312) |
| At 30 April 2022 | - | - | - | - |
| At 30 April 2023 | - | - | - | - |
| Depreciation | ||||
| At 1 June 2021 | 22,413 | 6,519 | 3,554 | 32,486 |
| Charge in period | 8,812 | 2,142 | 1,189 | 12,143 |
| Disposals | (31,225) | (8,661) | (4,743) | (44,629) |
| At 30 April 2022 | - | - | - | - |
| At 30 April 2023 | - | - | - | - |
| Net book value at | ||||
| 30 April 2023/30 | ||||
| April 2022 | ||||
| - | - | - | - |
The Company held no fixed assets at 30 April 2023 or 30 April 2022.
All fixed assets were disposed of as part of the termination of the lease on the
London office on 2 April 2022, with a net loss on disposal of £32,183.
Strategic report
Governance report
Financial Statements
Additional Information
161Year ended 30 April 2023
12
Right-of-Use Assets
This note provides information for leases where the Group is a lessee.
The Group does not act as a lessor in any capacity.
| Licences | ||
| Group | ||
| 30 April 2023 | ||
| £ | ||
| 30 April 2022 | ||
| £ | ||
| Cost | ||
| At 1 May 2022/ 1 June 2021 | - | 174,116 |
| Adjustment to IFRS 16 recognition | - | - |
| Disposals | - | (174,116) |
| At 30 April 2023 / 30 April 2022 | - | - |
| Amortisation | ||
| At 1 May 2022/ 1 June 2021 | - | 163,551 |
| Charge in period | - | 10,565 |
| Disposals | - | (174,116) |
| At 30 April 2023 / 30 April 2022 | - | - |
| Net book value at 30 April 2023 / 30 April 2022 | - | - |
The right-of-use asset was comprised of one lease on the head office building,
which commenced in April 2019 for five years and was terminated on 2 April
2022.
The Consolidated Statement of Comprehensive Income shows the following
amounts relating to leases:
| Notes | |||
| 30 April 2023 | |||
| £ | |||
| 30 April 2022 | |||
| £ | |||
| Amortisation charge of right-of-use assets | |||
| Leased head office | 5 | - | 10,565 |
| Interest expense (included in finance costs) | 6 | - | - |
Short term and low value leases
Under IFRS 16 short term and low value leases can be accounted for as
operating leases. As such, costs for short term leases for low value office
equipment have therefore been expensed in the year, as detailed in note 5.
The total cash outflow for leases in the period was £nil (2022: £44,684).
162 Oxford Cannabinoid Technologies
13
Investments
This note provides information for leases where the Group
is a lessee. The Group does not act as a lessor in any capacity.
| Investments | ||
| Company | ||
| 30 April 2023 | ||
| £ | ||
| 30 April 2022 | ||
| £ | ||
| At 1 May 2022/ 1 June 2021 | 7,226,164 | 7,226,164 |
| Transfer to goodwill (note 10) | (7,226,164) | - |
| At 30 April 2023 / 30 April 2022 | – | 7,226,164 |
The Group’s subsidiary at 30 April 2023 is set out below. The share capital consists of
ordinary shares that are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. The country of incorporation
or registration is also their principal place of business.
| Name and | ||||
| address of Entity | ||||
| Place of | ||||
| business / | ||||
| country of | ||||
| incorporation | ||||
| Ownership | ||||
| Principal | ||||
| Activity | ||||
| Interest | ||||
| held by | ||||
| Group | ||||
| % | ||||
| Indirect | ||||
| or | ||||
| Indirect | ||||
| Oxford | ||||
| Cannabinoid | ||||
| Technologies Ltd | ||||
| England and | ||||
| Wales | ||||
| 100 | Direct | |||
| Pharmaceutical | ||||
| research | ||||
| Prama House, | ||||
| 267 Banbury Rd, | ||||
| Oxford OX2 7HT |
The Directors have undertaken a detailed impairment review in the current
period and as a result of this process and assessment of valuation, the
investment has been reclassified as goodwill. No impairment has been
identified as being required as at 30 April 2023.
Strategic report
Governance report
Financial Statements
Additional Information
163Year ended 30 April 2023
14
Financial Assets and Financial Liabilities
| The Group holds the following financial | |||
| instruments: | |||
| Notes | |||
| 30 April 2023 | |||
| £ | |||
| 30 April 2022 | |||
| £ | |||
| Financial assets at amortised cost | |||
| Cash and cash equivalents | 16 | 2,297,343 | 9,165,596 |
| Other receivables | 15 | 46,475 | 35,996 |
| 2,343,818 | 9,201,592 | ||
| Liabilities at amortised cost | |||
| Trade and other payables | 17 | 583,920 | 2,025,264 |
| 583,920 | 2,025,264 |
The maximum exposure to credit risk at the end of the reporting period is the
carrying amount of each class of financial assets mentioned above.
15
Trade and Other Receivables
| Group | Company | |||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| Prepayments and | ||||
| accrued income | ||||
| 254,676 | 1,472,316 | 254,676 | 1,472,310 | |
| Tax credit receivable | ||||
| (note 3) | ||||
| 1,848,447 | 929,709 | 1,848,447 | 759,726 | |
| VAT recoverable | 41,535 | 168,595 | 6,259 | 105,313 |
| Amounts due from | ||||
| group undertakings | ||||
| - | - | 1,917,293 | 5,446,307 | |
| Other receivables | 46,475 | 35,996 | 46,464 | 35,986 |
| 2,191,133 | 2,606,616 | 4,073,139 | 7,819,642 |
The inter-company balance between OCT and its subsidiary OCTL is
unsecured, interest free and repayable on demand. The balance includes a
provision as detailed in note 23.
164 Oxford Cannabinoid Technologies
16
Cash and Cash Equivalents
| Group | Company | |||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| Cash at bank and in | ||||
| hand | ||||
| 2,297,343 | 9,165,596 | 104,569 | 2,122,992 |
Neither the Group nor the Company have a bank overdraft facility.
17
Trade and Other Payables
| Group | Company | |||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| Trade payables | 286,249 | 1,798,291 | 4,449 | 9,146 |
| Accruals and deferred | ||||
| income | ||||
| 286,425 | 174,088 | 246,776 | 134,438 | |
| Other taxation and | ||||
| social security | ||||
| 11,246 | 52,885 | 10,556 | 52,103 | |
| Other payables | - | - | - | - |
| 583,920 | 2,025,264 | 261,781 | 195,687 |
Strategic report
Governance report
Financial Statements
Additional Information
165Year ended 30 April 2023
18
Equity
Share Capital
| 30 April 2023 | ||||
| Number | ||||
| 30 April 2022 | ||||
| Number | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| Ordinary Shares | ||||
| Issued and fully paid of | ||||
| £0.01 each | ||||
| 960,415,644 | 960,415,644 | |||
| 9,604,156 | 9,604,156 | |||
| Total | ||||
| 960,415,644 | 960,415,644 | |||
| 9,604,156 | 9,604,156 |
Authorised share capital is £10,084,364.
| Reconciliation of | ||||
| Ordinary Shares | ||||
| Number | ||||
| of Shares | ||||
| Par Value | ||||
| £ | ||||
| Share | ||||
| Premium | ||||
| £ | ||||
| Total | ||||
| £ | ||||
| Opening balance 1 | ||||
| May 2022 | ||||
| 960,415,644 | ||||
| 9,604,156 | 11,877,466 | 21,481,622 | ||
| Balance 30 April 2023 | ||||
| 960,415,644 | ||||
| 9,604,156 | 11,877,466 | 21,481,622 |
Other Reserve
On 17 May 2021, pursuant to a share for share exchange, OCT unconditionally
acquired the shares of OCTL, prior to the admission of the Group onto the
Official List and to trading on the main market of the London Stock Exchange
on 21 May 2021. Although the transaction was not a reverse acquisition as
defined in IFRS 3, the Directors accounted for the transaction on a similar basis
as detailed in guidance issued by the IFRS Interpretation Committee. The
value of shares obtained in excess of the par value under the share for share
exchange agreement has been included as an other reserve of £643,455 (2022:
£643,455). This reserve is not distributable.
166 Oxford Cannabinoid Technologies
19
Cash Flow Information
19(a) Cash used in operations
| Group | Company | ||||
| Note | |||||
| 30 April 2023 | |||||
| £ | |||||
| 30 April 2022 | |||||
| £ | |||||
| 30 April 2023 | |||||
| £ | |||||
| 30 April 2022 | |||||
| £ | |||||
| Loss after income tax | |||||
| from: | |||||
| Continuing operations | (5,945,050) | (4,712,329) | (5,933,678) | (5,365,258) | |
| Loss after income tax | (5,945,050) | (4,712,329) | (5,933,678) | (5,365,258) | |
| Adjustments for: | |||||
| Research and | |||||
| Development tax credit | |||||
| 9 | (1,088,721) | (791,058) | (1,088,721) | (759,726) | |
| Release of Greek | |||||
| subsidiary assets | |||||
| - | 49,653 | - | - | ||
| Depreciation and | |||||
| amortisation | |||||
| 5 | 38,808 | 78,285 | 38,808 | 55,577 | |
| Loss on disposal of | |||||
| property, plant and | |||||
| equipment | |||||
| - | 32,183 | ||||
| - | - | ||||
| Share-based charge | 24 | 63,850 | 291,598 | 63,850 | 291,598 |
| Finance costs – net | 6 | (3,838) | - | - | - |
| Decrease / (increase) | |||||
| in trade receivables | |||||
| 1,334,220 | (1,393,649) | 4,835,224 | 7,943,045 | ||
| (Decrease)/Increase | |||||
| in trade and other | |||||
| payables | |||||
| (1,441,343) | 1,072,296 | 66,094 | (42,244) | ||
| Cash used in | |||||
| operations | |||||
| (7,042,074) | (5,373,021) | (2,018,423) | (2,122,992) |
Strategic report
Governance report
Financial Statements
Additional Information
167Year ended 30 April 2023
19(b) Non-cash investing and financing activities
Non-cash investing and financing activities disclosed in other notes are the
options and shares issued to employees under the OCTL Employee Option
Plan and warrants issued to advisers (see note 26).
19(c) Net debt reconciliation
The analysis of net debt and the movements in net debt for each of the periods
presented is detailed below:
| Group | Company | |||
| Net funds | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| Cash and cash | ||||
| equivalents (note 16) | ||||
| 2,297,343 | 9,165,596 | 104,569 | 2,122,992 | |
| Borrowings | - | - | - | - |
| Lease liabilities | ||||
| - | - | - | - | |
| Net cash and cash | ||||
| equivalents | ||||
| 2,297,343 | 9,165,596 | 104,569 | 2,122,992 |
168 Oxford Cannabinoid Technologies
20
Financial Risk Management
This note explains the Group’s exposure to financial risks and how these risks
could affect the Group’s future financial performance.
As a pre-revenue Group, the core financial risks that the Group are exposed
to are credit and liquidity risks. The Group’s financial risk management is
predominantly controlled by the finance team under policies approved by the
Board of Directors. Financial risks are identified, evaluated and managed in
close co-operation with the Executive Directors.
Liquidity risk
The Group has cash and cash equivalents £2,297,343 as at 30 April 2023. The
Group does not operate a bank overdraft facility, and was debt free at 30 April
2023.
The Group manages liquidity risk through rolling cash flow forecasts and
budgetary controls, ensuring sufficient cash is available to meet obligations when
due, predominantly those relating to the research of the four drug programmes.
Rolling cash flow forecasts and liquidity performance indicators are monitored
by management and reported to and overseen by the Board of directors on a
quarterly basis, as part of the overall risk management framework.
As detailed in note 2(d) and in the Directors’ Report, the current cash reserves
are expected to be fully utilised by April 2024. The Board have considered
various options that would allow the Group to extend its cash a further three
months beyond that in the event that there was a delay in the next round of
fundraising. The Board has taken into consideration the level and timing of the
Group’s working capital requirements (which takes into account reductions
in overhead costs and controls over discretionary spending to preserve cash
flow). Consideration has been given to ongoing discussions around further
third-party investment on a short to medium term basis, and the extent to
which these discussions are advanced. The Board remains confident that it will
be able to raise funds to progress its strategy beyond the end of April 2024.
However, no such funding has been unconditionally committed at the date of
approval of these financial statements.
As per the resolutions passed at the Group's last Annual General Meeting, the
Group is able to issue a further 5% of ordinary shares without having to seek
additional shareholder consent. As at the 30 April 2023, none of this headroom
had been used.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. The Group has a policy of
only dealing with creditworthy counterparties, principally involving banks and
their wholly-owned subsidiaries with a credit rating in excess of B (as defined
by at least one credit rating agency) when placing cash on deposit. In addition,
at the year-end there were no trade receivables in the Statement of Financial
Position. The other receivables relate to R&D tax credit, VAT receivable from
HMRC and related parties (see note 25). The exposure to credit risk is therefore
currently limited to the carrying amount of cash and cash equivalents of
£2,297,343 (30 April 2022: £9,165,596).
Strategic report
Governance report
Financial Statements
Additional Information
169Year ended 30 April 2023
Foreign currency exchange risk
All assets are held in Pound Sterling and the main foreign currencies used to
pay suppliers are Euro and US Dollar. Consequently, foreign exchange risk is
not considered to be material to the Group. Whilst the loss on foreign currency
transactions rose in the period (albeit still immaterial), this was partly due to the
change in foreign currency payment facilities and overall the foreign exchange
risk is not considered to be material to the Group.
Maturities of financial liabilities
The tables below analyse the Group’s financial liabilities into relevant maturity
groupings based on their contractual maturities for all non-derivative financial
liabilities (the Group does not hold any derivative financial instruments at the
current or prior financial period end).
The amounts disclosed in the table are the contractual undiscounted cash
flows. Balances due within 12 months equal their carrying balances as the
impact of the discounting is not significant.
| Contractual | |||||
| maturities at 30 April | |||||
| 2023 | |||||
| <6 | |||||
| months | |||||
| £ | |||||
| 6 to 12 | |||||
| months | |||||
| £ | |||||
| 1 to 2 | |||||
| years | |||||
| £ | |||||
| 2 to 5 | |||||
| years | |||||
| £ | |||||
| Total contractual | |||||
| cash flows and | |||||
| carrying amounts | |||||
| £ | |||||
| Trade and other | |||||
| payables | |||||
| 583,920 | - | - | - | 583,920 | |
| Total non-derivatives | 583,920 | - | - | - | 583,920 |
| Contractual | |||||
| maturities at 30 April | |||||
| 2022 | |||||
| <6 | |||||
| months | |||||
| £ | |||||
| 6 to 12 | |||||
| months | |||||
| £ | |||||
| 1 to 2 | |||||
| years | |||||
| £ | |||||
| 2 to 5 | |||||
| years | |||||
| £ | |||||
| Total contractual | |||||
| cash flows and | |||||
| carrying amounts | |||||
| £ | |||||
| Trade and other | |||||
| payables | |||||
| 2,025,264 | - | - | - | 2,025,264 | |
| Total non-derivatives | 2,025,264 | - | - | - | 2,025,264 |
170 Oxford Cannabinoid Technologies
21
Capital Management
The Group’s objectives when managing capital are to: safeguard its ability
to continue as a going concern, and maintain an optimal capital structure to
reduce the cost of capital, in order that the Group can continue to research and
develop the four drug programmes that could ultimately be commercialised
and generate profits available for distribution to the shareholders.
In order to achieve this, the Group may issue new shares and sell assets.
Consistent with others in the industry, the Group monitors capital on the basis
of the following gearing ratio:
Net debt as per note 19(c) divided by Total ‘Equity’ (as shown in the
Consolidated Statement of Financial Position).
| 30 April 2023 | ||
| £ | ||
| 30 April 2022 | ||
| £ | ||
| Debt | - | - |
| Cash | 2,297,343 | 9,165,596 |
| Net cash | 2,297,343 | 9,165,596 |
| Total equity | 3,911,828 | 9,793,028 |
| Gearing | 58.7% | 93.6% |
The movement in gearing is as a result of the utilisation of cash funds during
the financial year. There remain no financial covenants in place over the Group.
No dividends are proposed for the current financial period as the Group
remains pre-revenue (2022: £nil).
Strategic report
Governance report
Financial Statements
Additional Information
171Year ended 30 April 2023
22
Events Occurring After the Reporting Period
On 17 May 2023, the Group announced that the MHRA and REC 2 had approved its
Phase I clinical trial application for OCT461201. On 8 June 2023, the Group announced
the appointment of Dr Tim Corn as Chief Medical Officer. On 17 July 2023, the Group
announced its expansion into oncology, having identified a potential “first-in-class”
immunotherapy agent for the treatment of solid tumours. On 27 July 2023, the Group
announced the successful administration of the first-in-human dose of OCT461201, as
part of its Phase I clinical trial.
172 Oxford Cannabinoid Technologies
23
Related Party Transactions
The Group is headed by Oxford Cannabinoid Technologies Holdings Plc, the
ultimate parent entity. There is no ultimate controlling party.
Key management personnel compensation
Detailed remuneration disclosures are provided in full in the Directors’
Remuneration Report on pages 103 to 107. The Directors received dividends
paid by the Company of £nil (2022: £nil).
The amounts outstanding at the year end due to key management was £nil
(2022: £nil).
The following transactions occurred with other related parties:
| Transactions | ||||
| in year ended | ||||
| 30 April 2023 | ||||
| £ | ||||
| Transactions | ||||
| in period | ||||
| ended | ||||
| 30 April 2022 | ||||
| £ | ||||
| Balance at | ||||
| 30 April 2023 | ||||
| £ | ||||
| Balance at | ||||
| 30 April 2022 | ||||
| £ | ||||
| Purchase of management | ||||
| services from related party (a) | ||||
| - | 35,000 | - | – | |
| Amounts owed by a related | ||||
| party (b) | ||||
| - | – | 35,994 | 35,994 | |
| Inter-company loan (d) | 3,529,014 | 9,532,376 | 1,917,293 | 5,446,307 |
| Payments by OCTL on behalf | ||||
| of OCT (c) | ||||
| - | 2,122,789 | - | – | |
| Payments by OCT on behalf | ||||
| of OCTL (c) | ||||
| - | 2,071,983 | - | – |
a. Until 31 December 2021 a management service agreement was in place
between the Group and Kingsley Capital Partners LLP (KCP), with the
Executive Chair of the Group (Neil Mahapatra, until 11 February 2022) also
being the Managing Partner of KCP.
b. Between December 2021 and January 2022, the Group paid £35,994 for
professional services, which KCP agreed to reimburse the Group for. This
is included as a receivable in the Statement of Financial Position at the year
end.
c. Due to a delay in the opening of a bank account for OCT, until November
2021 all cash was held in the bank account of OCTL, who made payments
on behalf of OCT during the period. That position was reversed from
December 2021. No payments were made on the behalf of OCT by OCTL in
the year ended 30 April 2023.
d. A provision of £678,325 has been made in the period ended 30 April 2022
against the inter-company loan, with the provision remaining as at 30 April
2023.
Strategic report
Governance report
Financial Statements
Additional Information
173Year ended 30 April 2023
24
Share-Based Payments
| Share-based | ||||
| payment reserve: | ||||
| Group | Company | |||
| Share Options | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| As at 1 May 2022/ 1 | ||||
| June 2021 | ||||
| 1,150,105 | 1,061,460 | 1,013,571 | 924,926 | |
| Share options: Old | ||||
| Scheme (OCTL) | ||||
| - | - | - | - | |
| Share options: New | ||||
| Scheme Issued 2022 | ||||
| (OCT) | ||||
| 51,696 | 88,645 | 51,696 | 88,645 | |
| As at 30 April 2023 / 30 | ||||
| April 2022 | ||||
| 1,201,801 | 1,150,105 | 1,065,267 | 1,013,571 |
| Group | Company | |||
| Warrants | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| 30 April 2023 | ||||
| £ | ||||
| 30 April 2022 | ||||
| £ | ||||
| As at 1 May 2022 / | ||||
| 1 June 2021 | ||||
| 299,503 | 96,550 | 299,503 | 96,550 | |
| Warrants issued May | ||||
| 2021 | ||||
| 12,154 | 202,953 | 12,154 | 202,953 | |
| As at 30 April 2023 /30 | ||||
| April 2022 | ||||
| 311,657 | 299,503 | 311,657 | 299,503 | |
| Total share-based | ||||
| payment reserve | ||||
| 1,513,458 | 1,449,608 | 1,376,924 | 1,313,074 |
174 Oxford Cannabinoid Technologies
Employee Option Plan
The Group operates an equity-settled share-based remuneration scheme
for employees. The only vesting condition is that the individual remains an
employee of the Group over the vesting period.
During the period, the Group recognised a share-based payment expense of
£51,696 (2022: £88,645) in relation to options.
Share Options Issued
OCTL issued 89,523 share options to four employees on 24 February 2020, that
were exercisable at a price of £18.88 per share under the original OCTL Option
Scheme.
On 14 May 2021, the Board adopted the Group’s Replacement Option Scheme
to facilitate the grant of replacement options in OCT by the Company to option
holders who held options over shares of OCTL under the original OCTL Option
Scheme. No new grants or options will take place under the Replacement
Option Scheme and all of the options vested on 21 May 2021 when the Group
listed. A total of 69,584,356 options were issued to three current and two
previous employees, with an expiry date of 10 years from the original grant
date. Two of the employees (both of whom are Directors) given replacement
options are subject to a lock-in period of one year as part of the IPO (expired 21
May 2022).
On 17 May 2021, the Board adopted the Group’s New Employee Share Option
Scheme to incentivise certain of the Group’s employees and Directors. This
new scheme provides for the grant of both Enterprise Management Incentives
(EMI) options and non-tax advantaged options. Options granted under the new
scheme are subject to certain conditions, the key elements of which are as
follows:
• The Remuneration Committee may grant options to any employee,
executive or Non-Executive Director of the Group;
• No consideration will be payable for the grant of options;
• The Remuneration Committee determines the exercise price of options
before they are granted, which shall be 30% above the 10-day volume-
weighted average price (VWAP) of the Ordinary Shares at the date of grant
of the option; and
• Options can normally only be exercised on satisfaction of the exercise
conditions determined by the Remuneration Committee at grant, including
any performance conditions which may be set.
On 21 May 2021, 86,437,408 options were granted to 5 employees (4 of whom
were Directors, 1 who switched to a Non-Executive Director role on 11 February
2022) and 7,203,117 were granted to three Non-Executive Directors under the
new scheme. Each of the options have an exercise price equal to 30% over the
placing price, being £0.065. They are exercisable from May 2022, on a straight
line basis over a period of 3 years. There are no vesting conditions.
Strategic report
Governance report
Financial Statements
Additional Information
175Year ended 30 April 2023
During the year, 22,409,698 options were exercised, forfeited or expired. Share
options issued under the Replacement Option Scheme, all of which were
outstanding at the end of the year, have the following expiry dates and exercise
prices:
| Grant date | Expiry date | Exercise price | |
| Share options | |||
| 30 April 2023 | |||
| 14 May 2021 | 24 February 2030 | £0.042 | 32,859,279 |
| 14 May 2021 | 24 February 2030 | £0.05 | 22,412,951 |
| Vested and | |||
| exercisable at 30 | |||
| April 2023 | |||
| 55,272,230 |
The assessed fair value at grant date of options converted or granted during
the year ended 30 April 2023 was £0.019 for £0.05 replacement options,
£0.0209 for £0.042 replacement options, and £0.003 for the new options. The
fair value at grant date is independently determined using an adjusted form
of the Black-Scholes model which includes a Monte Carlo simulation model
that takes into account the exercise price, the term of the option, the impact
of dilution (where material), the share price at grant date and expected price
volatility of the underlying share (informed by the volatilities of peer group
companies), the expected dividend yield and the risk-free interest rate for
the term of the option.
An expense of £51,696 for the New Employee Share Option Scheme was
recognised during the year ended 30 April 2023 (2022: £88,645). Expenses for
the Old Employee Share Option Scheme recognised during the year were £nil
(2022: £nil).
The inputs into the option pricing model, calculated using the model described
above, for the options issued under the new scheme in May 2021 included:
| Share price (trading price as at 28 May 2021 on LSE) | £0.04 |
| Exercise price | £0.065 |
| Expected volatility | 32.28% |
| Expected life | 3 years |
| Risk free interest rate | 0.4638% |
176 Oxford Cannabinoid Technologies
Warrants
On 21 May 2021, OCT issued a total of 33,307,275 warrants
all with an exercise price of £0.05 and a 5 year exercise period, vesting on the
day of issue. None of the warrants had been exercised by 30 April 2023.
The Black-Scholes model is used to calculate the appropriate charge for the
warrants. The use of this model to calculate a charge involves using a number
of estimates and judgements to establish the appropriate inputs to be entered
into the model, covering areas such as the use of an appropriate interest
rate, expected volatility, exercise restrictions and behavioural considerations.
A significant element of judgement is therefore involved in the calculation
of the charge. During the period, the Group recognised total share- based
payment expenses for warrants of £12,154 (2022: £202,953).
| Share price (trading price as at 28 May 2021 on LSE) | £0.04 |
| Exercise price | £0.05 |
| Expected volatility | 34.43% |
| Expected life | 5 years |
| Risk free interest rate | 0.5353% |
Volatility was based on that of a company in the same sector as the Group,
experienced at a similar stage in the Group’s development, and is within the
average banding for the Western European pharmaceutical sector.
Strategic report
Governance report
Financial Statements
Additional Information
177Year ended 30 April 2023
25
Loss Per Share
25(a) Basic loss per share
| Year ended | ||
| 30 April 2023 | ||
| £ | ||
| Period ended | ||
| 30 April 2022 | ||
| £ | ||
| Basic loss per share attributable to the ordinary | ||
| equity holders of the Company | ||
| (0.00619) | (0.00491) |
25(b) Diluted loss per share
| Year ended | ||
| 30 April 2023 | ||
| £ | ||
| Period ended | ||
| 30 April 2022 | ||
| £ | ||
| From continuing operations attributable to the | ||
| ordinary equity holders of the Company | ||
| (0.00619) | (0.00491) | |
| Total diluted loss per share attributable to the | ||
| ordinary equity holders of the Company | ||
| (0.00619) | (0.00491) |
178 Oxford Cannabinoid Technologies
Strategic report
Governance report
Financial Statements
Additional Information
25(c) Reconciliations of loss used in calculating loss per share
| Year ended | ||
| 30 April 2023 | ||
| £ | ||
| Period ended | ||
| 30 April 2022 | ||
| £ | ||
| Basic loss per share | ||
| Loss attributable to the ordinary equity holders of | ||
| the Company used in calculating basic loss per | ||
| share: | ||
| (5,945,050) | (4,712,329) | |
| Diluted loss per share | ||
| Loss from continuing operations attributable to | ||
| the ordinary equity holders of the Company: | ||
| Used in calculating basic loss per share | (5,945,050) | (4,712,329) |
| Used in calculating diluted loss per share | (5,945,050) | (4,712,329) |
| Loss attributable to the ordinary equity holders of | ||
| the Company used in calculating diluted loss per | ||
| share | ||
| (5,945,050) | (4,712,329) |
25(d) Weighted average number of shares as denominator
| 2023 | ||
| Number | ||
| 2022 | ||
| Number | ||
| Weighted average number of ordinary shares used | ||
| as the denominator in calculating basic loss per | ||
| share | ||
| 960,415,644 | 960,415,644 | |
| Adjustments for calculation of diluted loss per | ||
| share: | ||
| - | - | |
| Weighted average number of ordinary shares | ||
| and potential ordinary shares used as the | ||
| denominator in calculating diluted loss per share | ||
| 960,415,644 | 960,415,644 |
The conditions relating to the issued share options and warrants are such that they are
anti-dilutive.
179Year ended 30 April 2023
4
Additional Information
180 Oxford Cannabinoid Technologies
Directors and Professional Advisers
Annual General Meeting
Overseas subsidiary operations
Auditor
Directors
Directors’ and ocers’ insurance
Substantial shareholdings
Subsequent events
4
182
186
183
187
184
188
185
189
181Year ended 30 April 2023
Directors and
Professional Advisers
Directors
Cheryl Dhillon
Richard Hathaway
Neil Mahapatra
Bishrut Mukherjee
Julie Pomeroy
Paul Smalley
(Appointed 17 October 2022)
Clarissa Sowemimo-Coker
Company Secretary
Robin Bennett (Appointed 12 January 2023)
Company number
13179529
Registered oce
Prama House
267 Banbury Road
Oxford OX2 7HT
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London EC2A 2AP
Principal Bankers
Barclays Bank
1 Churchill Place
Canary Wharf
London, E14 5HP
Public Relations Advisers
Acuitas Communications ltd
33 Foley Street
London, W1W 7TL
Brokers
Axis Capital Markets Ltd
St Clements House
27 St Clements Lane
London EC4N 7AE
Financial Advisers
Cairn Financial Advisers LLP
9th Floor, 107 Cheapside
London EC2V 6DN
182 Oxford Cannabinoid Technologies
Overseas
subsidiary operations
Details of all subsidiaries and their locations are detailed in note 13. OCT
Hellas Pharmaceuticals Research & Development Laboratory S.A, a non-trading
subsidiary in Greece was dissolved in June 2021.
Strategic report
Governance report
Financial Statements
Additional Information
183Year ended 30 April 2023
Directors
The following Directors have held oce in the Company in the period from
1 May 2022 to the signing of the nancial statements:
Julie Pomeroy Non-Executive Chair
Neil Mahapatra Non-Executive Director
Dr John Lucas Chief Executive Ocer
(Resigned 2 December 2022)
Clarissa Sowemimo-Coker CEO from 02 December 2022 (Chief Operating Ocer until 02
December 2022 and Company Secretary until 12 January 2023)
Karen Lowe Finance Director
(Resigned 17 October 2022)
Bishrut Mukherjee Non-Executive Director
Cheryl Dhillon Non-Executive Director
Richard Hathaway Non-Executive Director
Paul Smalley Finance Director
(Appointed 17 October 2022)
The interests of the Directors (including family interests) in the share capital of the Company
are listed on page 106.
184 Oxford Cannabinoid Technologies
Substantial
shareholdings
As at 30 April 2023, the Company has been notied of, or is aware of, the
shareholders holding 3% or more of the issued share capital of the Company,
as detailed below:
Name of holder Number of shares
Neil Mahapatra (Kingsley Capital Partners LLP) 198,466,493 20.66%
Hargreaves Lansdown (Nominees) Limited 134,276,472 13.98%
Imperial Brands Ventures Limited 104,376,988 10.87%
Aurora (Nominees) Limited 47,394,377 4.93%
Vidacos (Nominees) Limited 46,346,328 4.83%
Bank of New York (Nominees) Limited 45,926,796 4.78%
Hsdl (Nominees) Limited 45,013,469 4.69%
Interactive Investor Services (Nominees) Limited 44,366,166 4.62%
Jim (Nominees) Limited 41,378,224 4.31%
Strategic report
Governance report
Financial Statements
Additional Information
185Year ended 30 April 2023
Annual General Meeting
The Company’s Annual General Meeting will be held at the oces of Penningtons Manches
Cooper LLP, 125 Wood Street, EC2V 7AW on 28 September 2023 at 11.00 am. The Notice
convening the Annual General Meeting (AGM) and an explanation of the business to be put to
the meeting is contained in the separate document which accompanies this report.
186 Oxford Cannabinoid Technologies
Auditor
During the period, Moore Kingston Smith LLP was re-appointed as the Group’s
auditor. The Board recommend that Moore Kingston Smith LLP be reappointed as
auditor at the AGM on 28 September 2023.
Strategic report
Governance report
Financial Statements
Additional Information
187Year ended 30 April 2023
Directors’ and
ofcers’ insurance
The Group maintains insurance cover for all Directors and ocers
of Group companies against liabilities which may be incurred by
them while acting as Directors and ocers.
188 Oxford Cannabinoid Technologies
Subsequent events
On 17 May 2023, the Group announced that the MHRA and REC 2 had approved
its Phase I clinical trial application for OCT461201. On 8 June 2023, the Group
announced the appointment of Dr Tim Corn as Chief Medical Ocer. On 17 July
2023, the Group announced its expansion into oncology, having identied a
potential “rst-in-class” immunotherapy agent for the treatment of solid tumours.
On 27 July 2023, the Group announced the successful administration of the rst-in-
human dose of OCT461201, as part of its Phase I clinical trial.
Strategic report
Governance report
Financial Statements
Additional Information
189Year ended 30 April 2023
Glossary of Annual Report
Terms and Abbreviations
Annual General Meeting
(AGM)
Aptuit (Verona) SRL
A subsidiary of Evotec SE (together “Evotec”)
Association for Assessment
and Accreditation of
Laboratory Animal Care
(AAALAC)
A private, non-prot organisation that
promotes the humane treatment of animals
in science through voluntary accreditation
and assessment programmes.
Association of Chartered
Certied Accountants
(ACCA)
Charles Rivers Laboratories
Edinburgh Ltd (Charles
Rivers)
Chemotherapy-induced
Peripheral Neuropathy
(CIPN)
Neurological condition triggered by certain
cancer treatments, causing symptoms such
as tingling, pain, and weakness in the hands
and feet due to chemotherapy’s damaging
eects on the peripheral nerves, with
debilitating eects on the patient.
Chief Executive Ocer
(CEO)
Chief Medical Ocer (CMO)
Chief Operating
Decision-Maker (CODM)
The individual or group responsible for
strategic decisions that aect the Company‘s
operations and performance.
Chief Scientic Ocer
(CSO)
Companies Act 2006
(the Act)
Environmental, Social,
and Governance (ESG)
Fair Value Through Other
Comprehensive Income
(FVOCI)
A classication of nancial assets that are held
with the objective of collecting contractual
cash ows and selling nancial assets.
Fair Value Through Prot
or Loss (FVTPL)
A classication for nancial assets that are
held for trading or are managed and whose
performance is evaluated on a fair value basis.
190 Oxford Cannabinoid Technologies
Financial Reporting Council
(FRC)
Good x Practice (GxP)
A set of guidelines that industries must
follow to produce products that are safe and
of high quality.
Quality guidelines and regulations applied
in the pharmaceutical industry. GxP is the
abbreviation of “Good x Practice”. The “x” in
GxP stands for the eld the guidelines and
regulations applied to.
Some examples of GxPs include:
GMP – Good Manufacturing Process
GLP – Good Laboratory Practice
GDP – Good Distribution Practice
GCP – Good Clinical Practice
GxP are often referred to as
current (cGxP).
IFRS Interpretations
Committee (IFRIC)
A committee that interprets the application
of International Financial Reporting
Standards (IFRS).
Initial Public Oering (IPO)
International Accounting
Standards Board (IASB)
An independent group that sets accounting
standards accepted as a basis for nancial
reporting in many countries.
Irritable Bowel Syndrome
(IBS)
A chronic gastrointestinal disorder
characterised by recurring abdominal pain,
discomfort, and changes in bowel habits such
as diarrhoea, constipation, or a mix of both.
Long-Term Incentive Plan
(LTIP)
A reward system designed to improve
employees’ long-term performance by
providing rewards that may not be tied
to the Company’s share price.
Medicines and Healthcare
Products Regulatory
Agency (MHRA)
The UK government agency responsible
for ensuring that medicines and medical
devices and other healthcare products are
eective and acceptably safe.
Moore Kingston Smith LLP
(MKS)
The Company’s Auditors
Net Book Value (NBV)
New Chemical Entity (NCE)
A drug molecule that has a unique chemical
structure and has not been previously
approved or marketed as a pharmaceutical
compound or as an active ingredient in any
investigational or approved drug product.
Strategic report
Governance report
Financial Statements
Additional Information
191Year ended 30 April 2023
Oxford Cannabinoid
Technologies Holdings Plc
(OCT)
Oxford Cannabinoid
Technologies Limited
(OCTL)
Phytocannabinoids (pCBs)
Chemical compounds that occur naturally
in the cannabis plant. The term ‘natural’
is often added to dierentiate them from
synthetically produced cannabinoids.
Pressurised Metered Dose
Inhaler (pMDI)
A device that delivers a specic amount of
medication to the lungs, in the form of a
short burst of aerosolised medicine.
Research and
Development (R&D)
Involves the process of discovering,
designing, testing and developing new
drugs and medical treatments.
Scientic Advisory Board
(SAB)
A group of experts, usually external to an
organisation or institution, who provide
guidance, recommendations, and expertise
on scientic, technical, or research-related
matters.
Task Force on Climate-
related Financial
Disclosures (TCFD)
A market-driven initiative, set up to develop
a set of recommendations for voluntary
and consistent climate-related nancial risk
disclosures in mainstream lings.
Tetrahydrocannabinol
(THC)
The main psychoactive compound in
cannabis that produces the ‘high’ or
euphoric eects. It interacts with the brain’s
cannabinoid receptors (e.g., CB1) to produce
various physiological and psychological
eects.
Tier 1 Drug R&D CROs
Top-level contract research organisations
that provide support to the pharmaceutical,
biotechnology, and medical device
industries in the form of research services.
Trigeminal Neuralgia (TN)
Trigeminal neuralgia is a severe chronic
neurological disorder characterised by
sudden, intense pain, often triggered by
even mild stimuli such as touching, talking,
or chewing. Triggered by damage to the
trigeminal nerve, the pain is localised in the
head and in the face.
United States Food and
Drug Administration (FDA)
The federal agency of the United States
Department of Health and Human Services
responsible for protecting and promoting
public health through the control and
supervision of food safety, prescription and
over-the-counter medications, vaccines, and
other biological products.
Wales Research Ethics
Committee 2 (REC 2)
An independent research committee that
reviews new or revised study protocols and
gives an opinion on ethical aspects and
acceptability of the proposed activity. The
committees can be based in dierent parts
of the UK, including Wales.
192 Oxford Cannabinoid Technologies
193Year ended 30 April 2023
Oxford Cannabinoid Technologies Annual Report 2023
Annual Report 2023
Annual Report for the year ended 30 April 2023 Oxford Cannabinoid Technologies Holdings Plc
