Caseware UK (AP4) 2022.0.179 2022.0.179 2023-09-302023-09-30falsetrue2022-10-01No description of principal activity810true 05732681 2022-10-01 2023-09-30 05732681 2021-10-01 2022-09-30 05732681 2023-09-30 05732681 2022-09-30 05732681 c:Director1 2022-10-01 2023-09-30 05732681 c:Director3 2022-10-01 2023-09-30 05732681 d:PlantMachinery 2022-10-01 2023-09-30 05732681 d:PlantMachinery 2023-09-30 05732681 d:PlantMachinery 2022-09-30 05732681 d:PlantMachinery d:OwnedOrFreeholdAssets 2022-10-01 2023-09-30 05732681 d:OtherPropertyPlantEquipment 2022-10-01 2023-09-30 05732681 d:OtherPropertyPlantEquipment 2023-09-30 05732681 d:OtherPropertyPlantEquipment 2022-09-30 05732681 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2022-10-01 2023-09-30 05732681 d:OwnedOrFreeholdAssets 2022-10-01 2023-09-30 05732681 d:CurrentFinancialInstruments 2023-09-30 05732681 d:CurrentFinancialInstruments 2022-09-30 05732681 d:Non-currentFinancialInstruments 2023-09-30 05732681 d:Non-currentFinancialInstruments 2022-09-30 05732681 d:CurrentFinancialInstruments d:WithinOneYear 2023-09-30 05732681 d:CurrentFinancialInstruments d:WithinOneYear 2022-09-30 05732681 d:Non-currentFinancialInstruments d:AfterOneYear 2023-09-30 05732681 d:Non-currentFinancialInstruments d:AfterOneYear 2022-09-30 05732681 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-09-30 05732681 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-09-30 05732681 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-09-30 05732681 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-09-30 05732681 d:ShareCapital 2023-09-30 05732681 d:ShareCapital 2022-09-30 05732681 d:SharePremium 2023-09-30 05732681 d:SharePremium 2022-09-30 05732681 d:RetainedEarningsAccumulatedLosses 2023-09-30 05732681 d:RetainedEarningsAccumulatedLosses 2022-09-30 05732681 c:OrdinaryShareClass1 2022-10-01 2023-09-30 05732681 c:OrdinaryShareClass1 2023-09-30 05732681 c:OrdinaryShareClass1 2022-09-30 05732681 c:OrdinaryShareClass2 2022-10-01 2023-09-30 05732681 c:OrdinaryShareClass2 2023-09-30 05732681 c:OrdinaryShareClass2 2022-09-30 05732681 c:OrdinaryShareClass3 2022-10-01 2023-09-30 05732681 c:OrdinaryShareClass3 2023-09-30 05732681 c:OrdinaryShareClass3 2022-09-30 05732681 c:OrdinaryShareClass4 2022-10-01 2023-09-30 05732681 c:OrdinaryShareClass4 2023-09-30 05732681 c:OrdinaryShareClass4 2022-09-30 05732681 c:OrdinaryShareClass5 2022-10-01 2023-09-30 05732681 c:OrdinaryShareClass5 2023-09-30 05732681 c:OrdinaryShareClass5 2022-09-30 05732681 c:FRS102 2022-10-01 2023-09-30 05732681 c:Audited 2022-10-01 2023-09-30 05732681 c:FullAccounts 2022-10-01 2023-09-30 05732681 c:PrivateLimitedCompanyLtd 2022-10-01 2023-09-30 05732681 c:SmallCompaniesRegimeForAccounts 2022-10-01 2023-09-30 05732681 2 2022-10-01 2023-09-30 05732681 6 2022-10-01 2023-09-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 05732681










MICHELSON DIAGNOSTICS LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 
MICHELSON DIAGNOSTICS LTD
REGISTERED NUMBER: 05732681

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
81,386
2,936

Investments
 6 
20,001
20,001

  
101,387
22,937

Current assets
  

Stocks
  
395,219
346,434

Debtors: amounts falling due within one year
 7 
175,386
477,449

Cash at bank and in hand
  
560,971
1,142,656

  
1,131,576
1,966,539

Creditors: amounts falling due within one year
 8 
(379,490)
(686,343)

Net current assets
  
 
 
752,086
 
 
1,280,196

Total assets less current liabilities
  
853,473
1,303,133

Creditors: amounts falling due after more than one year
 9 
(16,461)
(30,295)

  

Net assets
  
837,012
1,272,838


Capital and reserves
  

Called up share capital 
  
326,794
326,669

Share premium account
  
15,429,944
15,289,001

Profit and loss account
  
(14,919,726)
(14,342,832)

  
837,012
1,272,838


Page 1

 
MICHELSON DIAGNOSTICS LTD
REGISTERED NUMBER: 05732681
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 SEPTEMBER 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

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




J.D. Holmes
K.A. D'Silva
Director
Director


Date: 20 February 2024

The notes on pages 3 to 14 form part of these financial statements.

Page 2

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

1.


General information

Michelson Diagnostics Limited ("the company") is a private company, limited by shares, incorporated in England and Wales with registered number 05732681. The company's registered head office is at 80 Mount Street, Cumberland Court, Nottingham, England, NG1 6HH.
The company's principal activities continue to be the development, manufacture and supply of the patented, Optical Coherence Temography (OCT) instrumentation (the VivoSight scanner) to the dermatology markets, and aesthetic laser treatment markets, and the supply of associated services.

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 following principal accounting policies have been applied:

 
2.2

Going concern

The company has recorded a net loss of after tax of £576,894 and has cash reserves of £560,971, however it is in the development phase and has the support of its investors during this phase. The Directors are progressing a multi year business plan, which, if achieved, would continue to reduce operating losses and achieve profitability in subsequent years. Should the company not meet its budget or business plan it could extinguish its cash reserves earlier than planned.
Based on these assessments and having regard to the resources available to the entity, the Directors have concluded that they can continue to adapt the going concern basis in preparing the accounts.

Page 3

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.3

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 Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 4

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Equipment rental income
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 5

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.6

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.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.

 
2.8

Interest income

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

 
2.9

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.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

Page 6

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.12

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 operates and generates income.

 
2.13

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Plant and machinery
-
33%
straight line
Other fixed assets
-
33%
straight line

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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

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

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

 
2.16

Debtors

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

Page 7

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.18

Creditors

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

 
2.19

Financial instruments

The Company 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 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.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of income and retained earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 8

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

3.


Employees

The average monthly number of employees, including directors, during the year was 8 (2022 - 10).


4.


Strategic expenditure

2023
2022
£
£



Strategic expenditure
253,800
48,500

253,800
48,500


5.


Tangible fixed assets





Plant and machinery
Other fixed assets
Total

£
£
£



Cost or valuation


At 1 October 2022
5,442
-
5,442


Additions
41,995
53,028
95,023



At 30 September 2023

47,437
53,028
100,465



Depreciation


At 1 October 2022
2,506
-
2,506


Charge for the year on owned assets
1,881
14,692
16,573



At 30 September 2023

4,387
14,692
19,079



Net book value



At 30 September 2023
43,050
38,336
81,386



At 30 September 2022
2,936
-
2,936

Page 9

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

6.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2022
20,001



At 30 September 2023
20,001





7.


Debtors

2023
2022
£
£


Trade debtors
13,929
4,139

Amounts owed by group undertakings
-
330,534

Other debtors
69,529
61,548

Prepayments and accrued income
25,374
46,992

Tax recoverable
66,554
34,236

175,386
477,449



8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loan* - unsecured
10,215
10,061

Other loans
21,717
43,434

Trade creditors
236,014
278,919

Amounts owed to group undertakings
-
245,366

Other taxation and social security
9,402
8,283

Other creditors
4,640
5,788

Accruals and deferred income
97,502
94,492

379,490
686,343


Page 10

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loan* - unsecured
16,461
26,675

Other loans
-
3,620

16,461
30,295


Other loans relate to amounts due under Kent County Council's Escalate loan programme, on which no interest is charged. The directors have not calculated the loan under the effective interest method because they consider that the carrying value of the loan is not materially different from its fair market value.
*The Company has received an unsecured loan under the UK Government Bounce Back Loan Scheme, which has the financial backing of the Secretary of State for Business, Energy and Industrial Strategy. Repayments commenced in August 2021. Interest charge for the first twelve months of the loan were covered by the UK Government. 

Page 11

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

10.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
10,215
10,061

Other loans
21,717
43,434


31,932
53,495

Amounts falling due 1-2 years

Bank loans
10,370
10,214

Other loans
-
3,620


10,370
13,834

Amounts falling due 2-5 years

Bank loans
6,091
16,461


6,091
16,461


48,393
83,790


Page 12

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

11.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



192,424 (2022 - 192,424) Ordinary shares of £1.000 each
192,424
192,424
116,630 (2022 - 116,630) 'A' Ordinary shares of £1.000 each
116,630
116,630
125,677 (2022 - 125,680) 'A1' Ordinary shares of £0.100 each
12,568
12,568
253,399 (2022 - 253,000) 'A2' Ordinary shares of £0.001 each
253
253
269,862 (2022 - 270,000) 'B' Ordinary shares of £0.001 each
270
270
2,321,860 (2022 - 2,322,000) 'C' Ordinary shares of £0.001 each
2,322
2,322
2,326,693 (2022 - 2,202,000) 'C1' Ordinary shares of £0.001 each
2,327
2,202

326,794

326,669


During the year, 638,334 Ordinary C1 shares and 8,460 Ordinary C shares were issued for a total consideration (net of expenses) of £725,048.
On 10 October 2022, the Board of Directors authorised the allotment of 125,000 C1 Ordinary shares of £0.001 each for a consideration of £150,000.
All share classes have attached to them full voting, dividend and capital distribution (including on winding up) rights, they do not confer any rights of redemption.


12.


Pension commitments

The Company operated a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £4,796 (2022 - £5,170). Contributions totalling £1,214 (2022 - £1,253) were payable to the fund at the reporting date and are included in creditors.

Page 13

 
MICHELSON DIAGNOSTICS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

13.


Auditor's information

The auditor's report on the financial statements for the year ended 30 September 2023 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

We draw attention to note 2.2 in the financial statements, which indicates the Company incurred a net loss after tax of £576,874 during the year ended 30 September 2023 and, as of that date the Company's cash balance was £560,971. The directors are progressing a multi year business plan, which, if achieved, would continue to reduce operating losses and achieve profitability in subsequent years. Consequently the directors are of the opinion that the Company has sufficient resources to operate as a going concern for a period of no less than twelve months from the date of approval of the financial statements. However, should the business plan not be achieved, the Company may extinguish its cash reserves earlier than anticipated. These events or conditions, along with other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 

The audit report was signed on 29 February 2024 by Duncan Cochrane-Dyet BSc BFP FCA (Senior statutory auditor) on behalf of MHA.

 
Page 14