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Company registration number: 13986137







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2022


MIRADA MEDICAL GROUP LIMITED






































img5019.png                        

 


MIRADA MEDICAL GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
S G C Gray (appointed 18 March 2022)
J T De Vries (appointed 8 April 2022)
H Bettesworth (appointed 8 April 2022)
E Saragnese (appointed 8 April 2022)
A V Griffin (appointed 1 August 2022)
L E Edison (appointed 1 August 2022)




Registered number
13986137



Registered office
New Barclay House
234 Botley Road

Oxford

Oxfordshire

OX2 0HP




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

1st Floor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


MIRADA MEDICAL GROUP LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Statement of Financial Position
10
Company Statement of Financial Position
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 28


 


MIRADA MEDICAL GROUP LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

Introduction
 
Mirada Medical Group Limited was incorporated on 18 March 2022 to support a recapitalization of the business which took place in parallel with a new equity investment in April 2022. Mirada Medical Group Limited has one 100% owned subsidiary, Mirada Medical Limited which was founded in February 2008. Mirada Medical Limited has two 100% owned subsidiaries, Mirada Medical USA Inc. and Mirada Medical Europe SAS.

Business review
 
Mirada Medical Limited has been trading since February 2008 and remains Mirada’s main trading entity.
In September 2021 Mirada welcomed a new CEO, Jon DeVries and CMO, Mark Crockett who provided a depth and breadth of experience, especially in the US healthcare market. Hugh Bettesworth, the founder CEO has continued to be very involved with the Company, taking a NED position. The strategy was reviewed in the 6 months following the appointment of Jon DeVries, resulting both in the consolidation of the current products, and the further development and focus into personalised medicine, with a focus on Dosimetry.
The new leadership shifted Mirada’s focus to emphasize personalised medicine, whilst maintaining its current product offering.  Implementing the new strategy required additional investment, in April 2022, to bring this product vision to life.  The refinancing resulted in £6.83m of Future Fund loans being converted into equity, alongside Apposite investing a further £5m in the company. The Innovate loan was unaffected by this event. 
Mirada’s business strategy supported by the funding has 2 pillars: 
1.   Mirada Embedded 
Reselling our current products through our valued partners and adding additional partners to take advantage of our strong products and their large reach without high direct sales costs for Mirada. Our embedded strategy involves working very closely with partners to embed ourselves within their business and support them so they can be successful in selling our products. We have partners globally selling XD, RTx and Simplicity. 
2.   Personalised Medicine / Dosimetry for Radiopharmaceuticals 
Investing in developing a product and service that supports personalised medicine, specifically in Dosimetry. Mirada has already developed software that is sold through Boston Scientific for Y90 in the liver, which has been shown through trails (DOSISPHERE-01) to lead to a meaningful improvement in the objective response rate and overall survival of patients with locally advanced liver cancer when compared with standard dosimetry. This potentially lifesaving treatment was something that Mirada’s Board wanted to invest in. The potential of this product not only changes patients’ lives but could improve hospital efficiencies and improve billings which means the product is well aligned to all stakeholders. The impact of this alignment for Mirada being improved sales and moving towards profitability.
When looking at the performance of Mirada Medical as a whole it is important to look at the trading company Mirada Medical Limited as Mirada Medical Group Limited has accounts from March 2022 and not for the full year. When looking at the performance of Mirada Medical trading entities, there is a small year on year increase in turnover as a whole (£4,599,681 in 2022 vs £4,566,365 in 2021), however when you remove Grant income from both years (£137,757 in 2022 vs £701,922 in 2021), as these are not normal trading revenues, the increase year on year is 15.5%. This increase is from the Embedded Mirada strategy, working with partners on selling existing products. Administrative costs have remained flat year on year (£8,758,735 in 2022 vs £8,659,146 in 2021), with an increase in cost of sales (£531,933 in 2022 vs £348,082 in 2021), with some of these costs relating to the partner integrations relating to future revenues. Whilst Mirada Embedded is a profitable business line, Mirada continues to be loss making due to investing heavily in new products.  

Principal risks and uncertainties
 
A significant amount of work was done in 2022 on Mirada’s new product offering in the personalised medicine space. The Board believes that these products, along with the strong partner base of existing products will result in a successful future for Mirada. 2023 will be a key year for Mirada in terms of releasing the new product to the market, alongside working with existing partners and other sources to ensure the Group obtains additional funding to continue operations and to reach its future goals. The new products that Mirada is working on, to date has had exceptional feedback from the market in terms of the need and problem it is solving, however there is still some uncertainty over how quickly the market will take up this new technology and what they will pay for it.

Page 1

 


MIRADA MEDICAL GROUP LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Financial key performance indicators
 
The Group measures its financial performance against the level of turnover, the results of which are discussed in the business review above.
The directors are satisfied with the results of the KPI.


This report was approved by the board and signed on its behalf.



................................................
A V Griffin
Director

Date: 18 October 2023

Page 2

 


MIRADA MEDICAL GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the period ended 31 December 2022.

Directors

The directors who served during the period were:

S G C Gray (appointed 18 March 2022)
J T De Vries (appointed 8 April 2022)
H Bettesworth (appointed 8 April 2022)
E Saragnese (appointed 8 April 2022)
A V Griffin (appointed 1 August 2022)
L E Edison (appointed 1 August 2022)
D Gudgin (appointed 8 April 2022, resigned 27 April 2022)
D S Lawrence (appointed 8 April 2022, resigned 27 April 2022)
S G B Jantet (appointed 8 April 2022, resigned 31 July 2022)

Results and dividends

The loss for the period, after taxation, amounted to £3,475,689.

The directors do not recommend the payment of a dividend.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

 


MIRADA MEDICAL GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Matters covered in the Group strategic report

The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 to set out within the company's Strategic Report the Company's Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Auditors

The auditor, Menzies LLP was appointed as auditor for Mirada Medical Group Limited on 29 August 2023 in accordance with section 485 of the Companies Act 2006.
Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
A V Griffin
Director

Date: 18 October 2023

Page 4

 


MIRADA MEDICAL GROUP LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED

Opinion


We have audited the financial statements of Mirada Medical Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2022, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which indicates that the Group incurred a net loss of £3,475,689. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included a review of the Group's cashflow forecasts and initial term sheets for the necessary funding.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 


MIRADA MEDICAL GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 


MIRADA MEDICAL GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The parent Company and the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK health and safety legislation; and
General Data Protection Regulations

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the parent Company and the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the parent Company and the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
Timing of revenue recognition; and
The use of management override of controls to manipulate results, or to cause the parent Company or the Group to enter into transactions not in their best interests.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 7

 


MIRADA MEDICAL GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIRADA MEDICAL GROUP LIMITED (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Tom Woods FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
1st Floor
Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

18 October 2023
Page 8

 


MIRADA MEDICAL GROUP LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022

18 March to 31 December 2022
Note
£

  

Turnover
 4 
3,702,135

Cost of sales
  
(466,613)

Gross profit
  
3,235,522

Administrative expenses
  
(7,630,993)

Foreign exchange gains
  
302,045

Operating (loss)/profit
 5 
(4,093,426)

Interest payable and similar expenses
 9 
(34,333)

(Loss)/profit before taxation
  
(4,127,759)

Tax on (loss)/profit
 10 
652,070

(Loss)/profit for the financial period
  
(3,475,689)

  

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(3,475,689)

  
(3,475,689)

There were no recognised gains and losses for 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 28 form part of these financial statements.

Page 9

 


MIRADA MEDICAL GROUP LIMITED
REGISTERED NUMBER:13986137



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
Note
£

Fixed assets
  

Intangible assets
 12 
18,899,973

Tangible assets
 13 
112,438

  
19,012,411

Current assets
  

Debtors: amounts falling due within one year
 15 
2,731,736

Cash at bank and in hand
  
3,054,292

  
5,786,028

Creditors: amounts falling due within one year
 16 
(2,805,374)

Net current assets
  
 
 
2,980,654

Total assets less current liabilities
  
21,993,065

Creditors: amounts falling due after more than one year
 17 
(732,360)

Net assets
  
21,260,705


Capital and reserves
  

Called up share capital 
 18 
2

Share premium account
 19 
25,060,208

Foreign exchange reserve
 19 
(323,816)

Profit and loss account
 19 
(3,475,689)

  
21,260,705


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
A V Griffin
Director

Date: 18 October 2023

The notes on pages 16 to 28 form part of these financial statements.

Page 10

 


MIRADA MEDICAL GROUP LIMITED
REGISTERED NUMBER:13986137



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
Note
£

Fixed assets
  

Investments
 14 
13,246,668

  
13,246,668

Current assets
  

Debtors: amounts falling due within one year
 15 
2

  
2

Total assets less current liabilities
  
 
 
13,246,670

  

  

Net assets
  
13,246,670


Capital and reserves
  

Called up share capital 
  
2

Share premium account
 19 
25,060,208

Loss/(profit) for the period
  
(11,813,540)

Profit and loss account carried forward
  
(11,813,540)

  
13,246,670


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
A V Griffin
Director

Date: 18 October 2023

The notes on pages 16 to 28 form part of these financial statements.

Page 11

 


MIRADA MEDICAL GROUP LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 18 March 2022 (see note 18)
-
1
-
-
1



Loss for the period
-
-
-
(3,475,689)
(3,475,689)

Foreign exchange movement on subsidiaries
-
-
(323,816)
-
(323,816)

Shares issued during the period (see note 18)
2
25,060,207
-
-
25,060,209


At 31 December 2022
2
25,060,208
(323,816)
(3,475,689)
21,260,705

The notes on pages 16 to 28 form part of these financial statements.

Page 12

 


MIRADA MEDICAL GROUP LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 18 March 2022 (see note 18)
-
1
-
1



Loss for the period
-
-
(11,813,540)
(11,813,540)

Shares issued during the period (see note 18)
2
25,060,207
-
25,060,209


At 31 December 2022
2
25,060,208
(11,813,540)
13,246,670

The notes on pages 16 to 28 form part of these financial statements.

Page 13

 


MIRADA MEDICAL GROUP LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2022
£

Cash flows from operating activities

(Loss)/profit for the financial period
(3,475,689)

Adjustments for:

Amortisation of intangible assets
1,532,430

Depreciation of tangible assets
89,401

Interest paid
(34,333)

Taxation charge
(652,070)

Decrease in debtors
769,759

(Decrease)/increase in creditors
(721,628)

Foreign exchange on translation of subsidiaries
(323,816)

Net cash generated from operating activities

(2,815,946)


Cash flows from investing activities

Purchase of tangible fixed assets
(3,630)

Purchase of fixed asset investments
517,737

Net cash from investing activities

514,107

Cash flows from financing activities

Issue of ordinary shares
5,052,729

Other new loans
303,402

Net cash used in financing activities
5,356,131

Net increase in cash and cash equivalents
3,054,292

Cash and cash equivalents at the end of period
3,054,292


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,054,292

3,054,292


The notes on pages 16 to 28 form part of these financial statements.

Page 14

 


MIRADA MEDICAL GROUP LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2022




Acquisition of subsidiaries
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

583,721

2,470,571

3,054,292


583,721
2,470,571
3,054,292

The notes on pages 16 to 28 form part of these financial statements.

Page 15

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

1.


General information

Mirada Medical Group Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of its registered office and principal place of business is disclosed on the company information page.
The Company was incorporated on 18 March 2022. These financial statements report on the period from incorporation to 31 December 2022 to align the reporting date with the subsidiary entities.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. in the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The Group recorded a net loss of £3,475,689 for the financial period. The directors assessed the future prospects of the Company and the Group and prepared a cash flow forecast, which extends cash until September 2024. This assessment took into consideration existing and forecasted market conditions while exercising prudence in assessing potential adverse impacts on the Group's revenue and cash flows.
To maintain operational continuity, this review has highlighted that the Group must secure additional financial resources in order to continue operating. Presently, the Group is in advanced negotiations to secure necessary funding. However, at the time of signing these financial accounts, the terms of said funding have not yet been signed. Consequently, the directors must acknowledge the presence of significant uncertainty regarding the Group's ability to continue its operations as a going concern.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is recognised on license delivery and a balance is deferred over the 12-month warranty period.
For subscription licenses revenue is recognised on a monthly basis as the subscription includes both the license and the service element. 
Other items such as training, hardware and engineering contracts are recognised when the value is transferred to the customer.

Page 16

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.5

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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

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

 
2.6

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
20%
Office equipment
-
20%
-33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Financial instruments

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

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or
Page 17

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.8
Financial instruments (continued)

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

 
2.9

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.10

Finance costs

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

 
2.11

Pensions

Defined contribution pension plan

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

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

Page 18

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.12

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
2.14

Research and development

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

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the Directors have concluded that there are no significant judgements or key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.

Page 19

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

4.


Turnover

An analysis of turnover by class of business is as follows:


18 March to 31 December 2022
£

Diagnostics
2,151,597

Radiotherapy
960,004

Interventional
521,408

Grant income
69,126

3,702,135


Analysis of turnover by country of destination:

18 March to 31 December 2022
£

United Kingdom
1,893,294

Rest of Europe
148,242

Rest of the world
1,660,599

3,702,135



5.


Operating (loss)/profit

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

18 March to 31 December 2022
£

Research & development charged as an expense
2,568,281

Exchange differences
(302,045)

Operating lease rentals
116,928

Page 20

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2022
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
30,500

All other services
8,075


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Company
2022
2022
£
£


Wages and salaries
3,884,746
-

Social security costs
309,841
-

Cost of defined contribution scheme
189,480
-

4,384,067
-


The average monthly number of employees, including the directors, during the period was as follows:


        2022
            No.






Employees
72

The Company has no employees other than the directors, who did not receive any remuneration from the Company.

8.


Directors' remuneration

2022
£

Directors' emoluments
489,675

Group contributions to defined contribution pension schemes
7,692

497,367


During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £237,143.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL.

Page 21

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

9.


Interest payable and similar expenses

2022
£


Bank interest payable
34,333

34,333


10.


Taxation


2022
£

Corporation tax


Current tax on profits for the year
(652,070)


(652,070)


Total current tax
(652,070)

Deferred tax

Total deferred tax
-


Tax on (loss)/profit
(652,070)

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2022
£


(Loss)/profit on ordinary activities before tax
(4,127,759)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(784,274)

Effects of:


Fixed asset differences
15,010

Expenses not deductible for tax purposes
194,527

Goodwill amortisation
291,162

Remeasurement of deferred tax for changes in tax rates
10,023

Movement in deferred tax not recognised
(138,349)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(240,169)

Total tax charge for the period
(652,070)

Page 22

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

11.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was £11,813,540.

The Company loss after tax includes £11,666,390 bad debt provision in relation to an amount due to the Company by the direct subsidiary, Mirada Medical Limited.


12.


Intangible assets

Group




Goodwill

£



Cost


Additions
20,432,403



At 31 December 2022

20,432,403



Amortisation


Charge for the period
1,532,430



At 31 December 2022

1,532,430



Net book value



At 31 December 2022
18,899,973



Page 23

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

13.


Tangible fixed assets

Group






Long-term leasehold property
Office equipment
Total

£
£
£



Cost or valuation


Additions
-
3,630
3,630


Acquisition of subsidiary
108,459
89,750
198,209


Disposals
-
(29,824)
(29,824)



At 31 December 2022

108,459
63,556
172,015



Depreciation


Charge for the period on owned assets
35,626
53,775
89,401


Disposals
-
(29,824)
(29,824)



At 31 December 2022

35,626
23,951
59,577



Net book value



At 31 December 2022
72,833
39,605
112,438

Page 24

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
13,246,668



At 31 December 2022
13,246,668





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Mirada Medical Limited
 
 
 
Indirect Subsidiaries:
New Barclay House, 234 Botley Road, Oxford, Oxfordshire, England, OX2 0HP
Ordinary
100%
   Mirada Medical (EBT) Limited
New Barclay House, 234 Botley Road, Oxford, Oxfordshire, England, OX2 0HP
Ordinary
 100%
   Mirada Medical USA, Inc
1630 Welton Street, Suite 200 D, Denver, Colorado 80202, USA
Ordinary
  100%
   Mirada Medical Europe SAS
31 Rue d'Armagnac IlotQuai 8.2, Batiment E1Bordeaux 33800, France
Ordinary
100%

On 8 April 2022, Mirada Medical Limited acquired 100% of share capital in Mirada Medical Limited in exchange for the issue of Preference and Ordinary Shares. See note 18 for further details.



15.


Debtors

Group
Company
2022
2022
£
£


Trade debtors
645,857
-

Other debtors
192,325
2

Prepayments and accrued income
286,629
-

Tax recoverable
1,606,925
-

2,731,736
2


Page 25

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

16.


Creditors: Amounts falling due within one year

Group
Company
2022
2022
£
£

Trade creditors
274,278
-

Other taxation and social security
69,610
-

Other creditors
152,955
-

Accruals and deferred income
2,308,531
-

2,805,374
-



17.


Creditors: Amounts falling due after more than one year

Group
Company
2022
2022
£
£

Other creditors
494,271
-

Accruals and deferred income
238,089
-

732,360
-




18.


Share capital

2022
£
Allotted, called up and fully paid


6,060 Ordinary shares of £0.00005 each
0.30300
8,425 A Ordinary shares of £0.00005 each
0.42125
2,320 B Ordinary shares of £0.00005 each
0.11600
27,054 Preference shares of £0.00005 each
1.35270

2.19295


In the period ended 31 December 2022, the following shares were issued:
On incorporation, 1 Ordinary Share with nominal value of £0.00005 was issued for consideration of £1.
11,348 Preference Shares and 6,059 Ordinary Shares with an aggregate nominal value of £0.56740 and £0.30295 respectively, were issued in exchange for 100% of the shareholding in Mirada Medical Limited, with a total value of £13,180,683.
Convertible loan notes with an aggregate value of £6,826,798 were converted into 9,024 Preference Shares with an aggregate nominal value of £0.45120.
6,682 Preference Shares with an aggregate nominal value of £0.33410 were issued for total consideration of £5,052,728.

 
Page 26

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

18.Share capital (continued)

9,039 A Ordinary Shares and 2,320 B Ordinary Shares with an aggregate nominal value of £0.45195 and £0.11600 respectively, were issued at par value.
Capital distribution rights
Upon liquidation, reduction of capital, redemption or a distribution, the amount of the distribution shall be applied in the following manner and order of priority:
(a) First to the holders of Preference Shares, Ordinary Shares and A Ordinary Shares pro rata to the number of shares respectively held by them (as if a single class of share) until the 'Hurdle' has been met;
(b) Thereafter, the balance shall be distributed to the holders of the Preference Shares, Ordinary Shares, A Ordinary Shares and B Ordinary Shares pro rata to the number of such shares respectively held by them (as if a single class of share).
The 'Hurdle' is Equity Proceeds of an amount equal to:
(i) £35,0000,000 plus;
(ii) an amount equal to the amount credited as paid up on any Preference Shares allotted and issued by the Company.
Where the holders of the Preference Shares would receive an amount per Preference Share which is less than or equal to the Redemption Amount, the holders of the Preference Shares shall receive the Redemption Amount in respect of each Preference Share held by them (or if the Equity Proceeds to be allocated are insufficient to meet such amount, then a pro-rata amount of the Equity Proceeds split equally between all Preference Shares) in priority to any other application of Equity Proceeds and the balance of the surplus assets of the Company (if any) shall be applied in accordance with above priority.
Voting rights
Only Preference and Ordinary shares rank equally for voting purposes. Each share carries the right to one vote per share.
A Ordinary and B Ordinary shares carry no voting rights.


19.


Reserves

Share premium account

The Share premium account records the amount paid above of the par value on the issue of Ordinary Share Capital.

Foreign exchange reserve

The Foreign exchange reserve records the effect of the translation of foreign subsidiaries into Pound Sterling.

Profit and loss account

The Profit and loss account includes all current and prior period retained profits and losses.


20.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £189,480. No contributions were payable to the fund at the reporting date.

Page 27

 


MIRADA MEDICAL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

21.


Commitments under operating leases

At 31 December 2022 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2022
£

Not later than 1 year
155,903

Later than 1 year and not later than 5 years
67,125

223,028
The Company had no commitments under non-cancellable operating leases at the reporting date.

 
Page 28