REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31st December 2023 |
for |
ORTIVUS UK LIMITED |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31st December 2023 |
for |
ORTIVUS UK LIMITED |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Contents of the Financial Statements |
for the Year Ended 31st December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Statement of Income and Retained Earnings | 7 |
Statement of Financial Position | 8 |
Notes to the Financial Statements | 9 |
ORTIVUS UK LIMITED |
Company Information |
for the Year Ended 31st December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors & Accountants |
89 Leigh Road |
Eastleigh |
Hampshire |
SO50 9DQ |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Report of the Directors |
for the Year Ended 31st December 2023 |
The directors present their report with the financial statements of the company for the year ended 31st December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the sale of information and decision support system for the emergency services. |
DIRECTORS |
Other changes in directors holding office are as follows: |
GOING CONCERN |
The directors have considered the company's finance position, liquidity and future performance together with financial projections for the company and over the foreseeable future and have also reviewed the ongoing finance support from the company's parent undertaking and is confident this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at lease 12 months from the date of signing the financial statement. Accordingly, they continue to adapt the going concern basis in preparing the company's financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Graham Martin & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Report of the Directors |
for the Year Ended 31st December 2023 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Ortivus Uk Limited |
Opinion |
We have audited the financial statements of Ortivus Uk Limited (the 'company') for the year ended 31st December 2023 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31st December 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, 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. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Ortivus Uk Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud. We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements , whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud. In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included: |
- | Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected, and alleged fraud; |
- | Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; |
- | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
- | Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. |
Report of the Independent Auditors to the Members of |
Ortivus Uk Limited |
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 Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors & Accountants |
89 Leigh Road |
Eastleigh |
Hampshire |
SO50 9DQ |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Statement of Income and |
Retained Earnings |
for the Year Ended 31st December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING PROFIT | 5 |
Interest payable and similar expenses | 6 |
PROFIT BEFORE TAXATION |
Tax on profit | 7 |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year | ( |
) | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
( |
) |
( |
) |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Statement of Financial Position |
31st December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 8 |
CURRENT ASSETS |
Stocks | 9 |
Debtors | 10 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 11 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
12 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Other reserves | 15 |
Retained earnings | 15 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Notes to the Financial Statements |
for the Year Ended 31st December 2023 |
1. | STATUTORY INFORMATION |
Ortivus Uk Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared using the historical cost convention except that disclosed in the accounting policies certain items are shown at fair value. |
Going Concern |
The directors have considered the company's finance position, liquidity and future performance together with financial projections for the company and over the foreseeable future and have also reviewed the ongoing finance support from the company's parent undertaking and is confident this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at lease 12 months from the date of signing the financial statement. Accordingly, they continue to adapt the going concern basis in preparing the company's financial statements. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Turnover |
Revenue comprises the fair value of the consideration received or receivable for the provision of services and goods in the ordinary course of the company's activities, net of value added tax. |
Revenue is recognised when the company has a contractual right to receive revenue for work undertaken. |
Property, plant and equipment |
Plant and machinery | - |
Motor vehicles | - |
Property plant and equipment are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. |
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation. |
Inventories |
Inventories are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of inventories sold is recognised as an expense in the period in which the related revenue is recognised. |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Notes to the Financial Statements - continued |
for the Year Ended 31st December 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Leasing |
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The right of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
Pensions |
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company. Contributions are recognised in the income statement in the period in which they became payable. |
Cash and cash equivalents |
Cash and cash equivalents comprise cash on hand and cash at bank. |
Receivables |
Receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivable. |
Payables |
Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement of the creditor for at least twelve months after the reporting date, they are presented as non-current liabilities. |
Payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. |
Share capital |
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Notes to the Financial Statements - continued |
for the Year Ended 31st December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
2023 | 2022 |
£ | £ |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Administration and support | 1 | 1 |
Other departments | 4 | 5 |
No remuneration was paid to the directors during the year (2021: £nil). They were remunerated by other group undertakings. |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
2023 | 2022 |
£ | £ |
Depreciation - owned assets |
Depreciation - assets on finance leases |
Auditors remuneration |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Notes to the Financial Statements - continued |
for the Year Ended 31st December 2023 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest |
7. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31st December 2023 nor for the year ended 31st December 2022. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2022 - |
Effects of: |
Effect of tax losses | 2,918 | (8,691 | ) |
Tax decrease from effect of capital allowances and depreciation | (5,462 | ) | (9,731 | ) |
Total tax charge | - | - |
Deferred tax assets in respect of trading losses have not been recognised as their future recovery is uncertain or not currently anticipated. |
8. | TANGIBLE FIXED ASSETS |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 1st January 2023 |
Additions |
At 31st December 2023 |
DEPRECIATION |
At 1st January 2023 |
Charge for year |
At 31st December 2023 |
NET BOOK VALUE |
At 31st December 2023 |
At 31st December 2022 |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Notes to the Financial Statements - continued |
for the Year Ended 31st December 2023 |
8. | TANGIBLE FIXED ASSETS - continued |
Fixed assets, included in the above, which are held under finance leases are as follows: |
Motor |
vehicles |
£ |
COST |
At 1st January 2023 |
and 31st December 2023 |
DEPRECIATION |
At 1st January 2023 |
Charge for year |
At 31st December 2023 |
NET BOOK VALUE |
At 31st December 2023 |
At 31st December 2022 |
9. | STOCKS |
2023 | 2022 |
£ | £ |
Stocks |
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Prepayments |
The amount owed by group undertakings is unsecured, payable on demand and is non-interest bearing. |
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Finance leases (see note 13) |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes | ( |
) |
Outstanding defined ccontribution pension costs |
1,367 |
2,216 |
VAT | 101,805 | 159,333 |
Other creditors |
Accruals and deferred income |
ORTIVUS UK LIMITED (REGISTERED NUMBER: 03558696) |
Notes to the Financial Statements - continued |
for the Year Ended 31st December 2023 |
12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Finance leases (see note 13) |
13. | LEASING AGREEMENTS |
Minimum lease payments under finance leases fall due as follows: |
Finance leases |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 50,000 | 50,000 |
15. | RESERVES |
The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments. |
The other reserves represents capital contribution funding from the parent undertaking that carries no right to repayment or control over usage. This reserve forms part of the company's non-distributable reserves. |
16. | ULTIMATE CONTROLLING PARTY |
The immediate and ultimate parent company is Ortivus AB, a public listed company incorporated in Sweden whose register office is Box 713, Svardvagen 19, Se-182 17, Danderyd, Sweden. As Ortivus AB are a public limited company there is no ultimate controlling party of the Group. |
Ortivius AB is the parent undertaking of the group of which Ortivus UK Limited is a member and for which group financial statements are drawn up. A copy of the consolidated accounts can be obtained from the company's website at the following address: https://www.ortivus.com/investors-media-2/ |
17. | PENSION SCHEME |
The company operates a defined contribution pension scheme. Contributions totalling £1,367 (2022: £2,216) were payable to the scheme at the end of the year and are included in creditors |
18. | CONTINGENT LIABILITY |
Ortivus' electronic patient record system was shut down after a cyberattack that affected two customers in July 2023. The systems are now back in operation in a new and secure environment. Ortivus' efforts to obtain compensation for costs incurred in connection with the cyberattack are ongoing. A provision has not been recognised for damages as it is not probable that an outflow of resources will be required to settle the case. |