Company Registration No. SC297192 (Scotland)
SURESENSORS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
SURESENSORS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SURESENSORS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
unaudited and as restated
Notes
£
£
£
£
Current assets
Debtors
4
91,201
59,026
Cash at bank and in hand
15,980
45,566
107,181
104,592
Creditors: amounts falling due within one year
5
(31,646)
(34,074)
Net current assets
75,535
70,518
Creditors: amounts falling due after more than one year
6
(160,000)
(160,000)
Net liabilities
(84,465)
(89,482)
Capital and reserves
Called up share capital
7
105,000
105,000
Profit and loss reserves
(189,465)
(194,482)
Total equity
(84,465)
(89,482)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
The financial statements were approved by the board of directors and authorised for issue on 19 April 2024 and are signed on its behalf by:
V Y Ameye
Director
Company Registration No. SC297192
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
SureSensors Limited is a private company limited by shares incorporated in Scotland. The registered office is 32a Seafield Road, Inverness, IV1 1SG.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
During the year ended 31 December 2022, the Company incurred a profit for the year of £5k (2021: loss of £nil). As of 31 December 2022, the Company had net liabilities of £84.5k (2021: £89.5k). The Company has previously been supported by its immediate parent, LumiraDx Group Ltd, and ultimate parent, LumiraDx Limited which have been financed principally through issuances of debt and equity securities.
On 29 December 2023, LumiraDx Limited, the Company’s ultimate parent, announced that administrators had been appointed to two of its subsidiaries, LumiraDx Group Limited (the Company’s direct parent) and LumiraDx International Limited, which together hold substantially all of the assets of the LumiraDx group.
Following their appointment, the Administrators have entered into a sale and purchase agreement with Roche Diagnostics Limited (“Roche”) providing for Roche’s acquisition of certain of the LumiraDx group companies (the “Point of Care Diagnostics Companies”) engaged in the operation of LumiraDx group’s point-of-care diagnostics platform business and certain related assets (the “Transaction”) which includes the Company. The Administrators have not been appointed to any of the Point of Care Diagnostics Companies.
Pursuant to the Transaction, Roche is to acquire all of the Point of Care Diagnostics Companies for the sum of $295 million, subject to customary closing adjustments. The completion of the Transaction is subject to certain conditions, including antitrust and foreign direct investment approvals, and is expected to close once the antitrust and other regulatory approvals have been obtained and the conditions have otherwise been met.
If the Transaction is unable to close the Company has insufficient liquidity to fund payment of the amounts that would be due to its lenders and other creditors and, if the Company would be unsuccessful in raising additional capital on acceptable terms, or at all, there can be no assurance that the Company would continue to be financially viable and continue as a going concern.
Although the financial statements have been prepared on a going concern basis, the directors acknowledge that there is a material uncertainty over the Company’s ability to close the Transaction or to raise additional capital on acceptable terms in the near future. This may cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
Costs incurred by the entity are re-charged to the associated intergroup company with an agreed mark-up applied. This is recognised where costs have been incurred, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Plant and equipment
20% Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit and loss account.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including certain creditors and loans from fellow group companies, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
3
2
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022 and 31 December 2022
450,062
Depreciation and impairment
At 1 January 2022 and 31 December 2022
450,062
Carrying amount
At 31 December 2022
At 31 December 2021
4
Debtors
2022
2021
as restated
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
74,093
42,031
Other debtors
17,108
16,995
91,201
59,026
5
Creditors: amounts falling due within one year
2022
2021
as restated
£
£
Trade creditors
5,726
7,324
Amounts owed to group undertakings
3,733
5,333
Taxation and social security
2,187
4,957
Other creditors
20,000
16,460
31,646
34,074
6
Creditors: amounts falling due after more than one year
2022
2021
as restated
£
£
Other creditors
160,000
160,000
'Other creditors' represents a loan due to LumiraDx UK Limited, another subsidiary within the Group. Interest of 4% per annum is payable on the unpaid balance. This is due to be repaid in full on 11 October 2025.
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
7
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
105,000
105,000
105,000
105,000
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The corresponding prior year figures are unaudited.
The senior statutory auditor was Allyson Banford and the auditor was Johnston Carmichael LLP.
9
Financial commitments, guarantees and contingent liabilities
Following finance put in place in March 2021, the company is a guarantor in respect of certain borrowings of LumiraDx Limited, the ultimate parent company, and LumiraDx Investment Limited, a subsidiary of intermediate parent company LumiraDx Group Limited. These borrowings have been secured by a fixed and floating charge over the company's assets.
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
340,000
403,750
11
Events after the reporting date
On 29 December 2023, LumiraDx Limited, the Company’s ultimate parent, announced that administrators had been appointed to two of its subsidiaries, LumiraDx Group Limited (the Company’s direct parent) and LumiraDx International Limited, which together hold substantially all of the assets of the LumiraDx group.
12
Related party transactions
The company has taken advantage of the exemption available in FRS 102 1A whereby it has not disclosed transactions with the immediate parent or any wholly owned subsidiary undertaking of the group.
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
13
Parent and ultimate parent undertaking
The parent of the smallest group in which these financial statements are consolidated is LumiraDx Group Limited, whose registered address is 3 More London Riverside, London, SE1 2AQ. The ultimate controlling party is LumiraDx Limited, a company registered in the Cayman Islands.
On 29 December 2023, LumiraDx Limited announced that administrators had been appointed to LumiraDx Group Limited.
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
14
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2021
2021
Notes
£
£
Adjustments to prior year
Being correction of other debtor balance not recoverable
1
-
(28,170)
Being removal of R&D tax credit not recoverable
2
-
(23,426)
Being re-classification of other income
3
-
-
Being re-classification of VAT
4
-
-
Total adjustments
-
(51,596)
Equity as previously reported
(37,861)
(37,886)
Equity as adjusted
(37,861)
(89,482)
Analysis of the effect upon equity
Profit and loss reserves
-
(51,596)
Reconciliation of changes in loss for the previous financial period
2021
£
Being correction of other debtor balance not recoverable
1
-
Being removal of R&D tax credit not recoverable
2
-
Being re-classification of other income
3
-
Being re-classification of VAT
4
-
Total adjustments
-
Loss as previously reported
(25)
Loss as adjusted
(25)
Notes to reconciliation
1 - Being prior year error corrected in 2021 accounts
It was identified that an asset purchased in 2020 was recorded twice in error. This resulted in a debtor balance being created which was not recoverable.
2 - Being removal of R&D tax credit not recoverable
Tax credits are only recoverable when the company has future taxable income. This was not the case at end of 2021.
3 - Being re-classification of other income
The company received income during 2021 amounting to £40,294. This had previously been netted off against administrative expenses. Since the income does not relate to the company's principal activity, this has been re-allocated to other income.
SURESENSORS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
14
Prior period adjustment
(Continued)
- 9 -
4 - Being re-classification of VAT
Given the nature of this balance and the overall liability position at the year-end, it is appropriate for this to be shown net. A reclassification adjustment of £4,662 has been posted to net these off within creditors.