Company registration number 08139224 (England and Wales)
EMBODY ORTHOPAEDIC LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
PAGES FOR FILING WITH REGISTRAR
EMBODY ORTHOPAEDIC LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
EMBODY ORTHOPAEDIC LIMITED
BALANCE SHEET
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
490
490
Tangible assets
4
87
148
577
638
Current assets
Stocks
15,062
-
Debtors
5
451,836
354,151
Cash at bank and in hand
174,304
314,492
641,202
668,643
Creditors: amounts falling due within one year
6
(75,478)
(122,402)
Net current assets
565,724
546,241
Total assets less current liabilities
566,301
546,879
Provisions for liabilities
612,900
Net assets
566,301
1,159,779
Capital and reserves
Called up share capital
8
3,451
3,388
Share premium account
4,696,866
4,102,505
Profit and loss reserves
(4,134,016)
(2,946,114)
Total equity
566,301
1,159,779
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 30 July 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
EMBODY ORTHOPAEDIC LIMITED
BALANCE SHEET (CONTINUED)
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 30 July 2024 and are signed on its behalf by:
Dr S Clarke
Director
Company registration number 08139224 (England and Wales)
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
- 3 -
1
Accounting policies
Company information
Embody Orthopaedic Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sir Michael Uren Hub, 86 Wood Lane, London, W12 0BZ.
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
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company is re-negotiating a deal with their development funder and expect milestone payments sufficient to cover the cost of the development to be paid in the next financial year. The company is required to receive a CE mark to obtain this, which is under way and schdeuled for August 2024. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements based on future projections.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets other than goodwill
Intangible assets are valued at cost less accumulated amortisation. The directors consider there to be no amortisation charge required in the year in relation to patents.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website costs
25% straight line
Patents
nil
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2023
1
Accounting policies
(Continued)
- 4 -
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
25% straight line
Computer equipment
25% 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 profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.10
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.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
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.
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2023
- 6 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was;
2023
2022
Number
Number
Total
6
5
3
Intangible fixed assets
Patents
Website Costs
Total
£
£
£
Cost
At 31 July 2022 and 30 July 2023
490
4,777
5,267
Amortisation
At 31 July 2022 and 30 July 2023
4,777
4,777
Carrying amount
At 30 July 2023
490
490
At 30 July 2022
490
490
4
Tangible fixed assets
Plant and machinery
Computer equipment
Total
£
£
£
Cost
At 31 July 2022
14,146
2,636
16,782
Disposals
(1,463)
(725)
(2,188)
At 30 July 2023
12,683
1,911
14,594
Depreciation
At 31 July 2022
14,003
2,631
16,634
Depreciation charged in the year
61
61
Eliminated in respect of disposals
(1,463)
(725)
(2,188)
At 30 July 2023
12,601
1,906
14,507
Carrying amount
At 30 July 2023
82
5
87
At 30 July 2022
143
5
148
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2023
- 7 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,513
Corporation tax recoverable
253,694
285,583
Other debtors
196,629
68,568
451,836
354,151
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
17,439
52,154
Corporation tax
2,421
Other taxation and social security
996
Other creditors
57,043
67,827
75,478
122,402
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2023
- 8 -
7
Share-based payment transactions
The calculated charge in respect of the options on inception was not material to the financial statements and consequently no provision was made or subsequent revaluation.
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 31 July 2022 and 30 July 2023
25,100
25,100
0.01
0.01
Exercisable at 30 July 2023
25,100
25,100
0.01
0.01
The above share options are expected to be exercised only on an exit. The timing and probability of an exit is uncertain as this substantially depends on achieving a completed and commercially viable product, which is anticipated but depends on a number of contingent milestones being achieved. As a result of this uncertainty, the Directors have not recognised any charge in respect of the share options, nor have determined a fair value for these options, although this fair value is expected to be material.
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of 1p each
345,054
338,764
3,451
3,388
On 28 April 2023, 6,290 Ordinary shares were issued at a nominal value of £0.01 each. The amount paid for each share was £94.50. The company received cash of £594,424 towards the share capital issued.
9
Directors' transactions
Advances or credits have been granted by the company to a director as follows:
Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Loan
2.00
22,512
1,360
470
(21,402)
2,940
22,512
1,360
470
(21,402)
2,940
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2023
- 9 -
10
Related party transactions
Included in other creditors is a loan from a close family member of the director for £50,000 (2022 : £50,000). The amount is unsecured, interest free and repayable on demand.