Company registration number 07599502 (England and Wales)
M-FLOW TECHNOLOGIES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
PAGES FOR FILING WITH REGISTRAR
M-FLOW TECHNOLOGIES LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
M-FLOW TECHNOLOGIES LIMITED
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 1 -
31 March 2023
30 September 2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
45,343
55,683
Tangible assets
5
20,417
27,682
Investments
6
60
60
65,820
83,425
Current assets
Stocks
373,903
401,000
Debtors
7
1,362,371
1,428,050
Cash at bank and in hand
213,588
145,945
1,949,862
1,974,995
Creditors: amounts falling due within one year
8
(390,509)
(427,074)
Net current assets
1,559,353
1,547,921
Net assets
1,625,173
1,631,346
Capital and reserves
Called up share capital
11
515,570
515,219
Share premium account
19,519,350
18,899,731
Other reserves
974,275
574,505
Profit and loss reserves
(19,384,022)
(18,358,109)
Total equity
1,625,173
1,631,346
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 period ended 31 March 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 period 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.
M-FLOW TECHNOLOGIES LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2023
31 March 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 12 August 2024 and are signed on its behalf by:
Mr G F Edward
Director
Company registration number 07599502 (England and Wales)
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
- 3 -
1
Accounting policies
Company information
M-Flow Technologies Limited is a private company limited by shares incorporated in England and Wales. The registered office is 30 Upper High Street, Thame, Oxfordshire, OX9 3EZ.
1.1
Reporting period
The accounts are prepared for a period shorter than one year, as the company has changed the year end to 31 March.
1.2
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.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.3
Going concern
The Directors have secured the support of investors and funding for the foreseeable future has been made available. The Directors therefore consider it appropriate to prepare the accounts on a going concern basis.true
1.4
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. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred.
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 4 -
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Patents
10% straight line
1.7
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:
Leasehold improvements
33% straight line
Plant and machinery
25% straight line
Fixtures, fittings & equipment
25% straight line
Computer equipment
33% 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.
1.8
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 5 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
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.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
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.
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 6 -
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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
1.13
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.
1.14
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.
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.
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 7 -
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.18
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.
1.19
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
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
2022
Number
Number
Total
19
21
4
Intangible fixed assets
Patents
£
Cost
At 1 October 2022 and 31 March 2023
211,295
Amortisation and impairment
At 1 October 2022
155,612
Amortisation charged for the period
10,340
At 31 March 2023
165,952
Carrying amount
At 31 March 2023
45,343
At 30 September 2022
55,683
5
Tangible fixed assets
Leasehold improvements
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
£
Cost
At 1 October 2022 and 31 March 2023
57,597
141,203
44,814
92,507
336,121
Depreciation and impairment
At 1 October 2022
56,576
131,964
44,618
75,281
308,439
Depreciation charged in the period
1,020
2,411
195
3,639
7,265
At 31 March 2023
57,596
134,375
44,813
78,920
315,704
Carrying amount
At 31 March 2023
1
6,828
1
13,587
20,417
At 30 September 2022
1,021
9,239
196
17,226
27,682
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 9 -
6
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
60
60
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
12,560
Corporation tax recoverable
590,584
786,627
Amounts owed by group undertakings
606,560
498,955
Other debtors
152,667
96,250
1,362,371
1,381,832
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
46,218
Total debtors
1,362,371
1,428,050
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
218,254
233,226
Taxation and social security
73,005
36,269
Other creditors
99,250
157,579
390,509
427,074
9
Deferred Tax
As at 31 March 2023 there existed a potential net deferred tax asset of £3,465,076 (2022: 3,308,248), comprising and asset of £3,467,403 (2022: 3,312,137) in respect of unrelieved trading losses and a liability of £2,327 (2022: 3,889) in respect of accelerated capital allowances. This has not been reflected as an asset given the uncertainty of future revenue streams and as the company is committed to significant continued investment in research and development.
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 10 -
10
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 October 2022
30,103
30,103
0.01
0.01
Granted
6,013
0.01
Outstanding at 31 March 2023
36,116
30,103
-
Exercisable at 31 March 2023
The company has a share option scheme for certain company employees at the board's discretion. Options are vested on award and are exercisable at a price of £0.01 upon an exit event. Options are forfeited if the employee leaves the company before the options can be exercised
The options outstanding at 31 March 2023 had an exercise price of 0.01, and a remaining contractual life of 5 years.
Liabilities and expenses
During the period, the company recognised total share-based payment expenses of £410 (2022 - £-) which related to equity settled share based payment transactions.
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
24,075
24,075
241
241
Ordinary M of £1 each
20,000
20,000
20,000
20,000
Ordinary M1 of £1 each
11,524
11,524
11,524
11,524
Ordinary M2 of £1 each
45,957
45,957
45,957
45,957
Ordinary M3 of £1 each
226,949
226,949
226,949
226,949
Ordinary M4 of £1 each
3,711
3,711
3,711
3,711
Ordinary C of 1p each
1,678
1,678
17
17
Ordinary M5 of £1 each
204,947
204,947
204,947
204,947
Ordinary M6 of 1p each
138,511
138,511
1,385
1,385
Ordinary M7 of 1p each
83,897
48,811
839
488
761,249
726,163
515,570
515,219
During the year the company issued 35,086 M7 shares for total proceeds of £619,619.
12
Contingent liabilities
The company has entered into a deferred salary arrangement with certain employees whereby a portion of their salary is withheld and is payable with interest on the occurrence of certain future events. The contingent liability at 31 March 2023 in relation to this arrangement was £305,582 (2022: £305,582). This liability is not included within the accounts
M-FLOW TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 11 -
13
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:
2023
2022
£
£
404,408
432,182
2023-03-312022-10-01false12 August 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityMr M G BryantDr J W BuckeeMr G F EdwardMr M P W JonesMr J JonhedeMr F MeleMr J R MontemurroMr C A Tavnerfalsefalse075995022022-10-012023-03-31075995022023-03-31075995022022-09-3007599502core:PatentsTrademarksLicencesConcessionsSimilar2023-03-3107599502core:PatentsTrademarksLicencesConcessionsSimilar2022-09-3007599502core:LeaseholdImprovements2023-03-3107599502core:PlantMachinery2023-03-3107599502core:FurnitureFittings2023-03-3107599502core:ComputerEquipment2023-03-3107599502core:LeaseholdImprovements2022-09-3007599502core:PlantMachinery2022-09-3007599502core:FurnitureFittings2022-09-3007599502core:ComputerEquipment2022-09-3007599502core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3107599502core:CurrentFinancialInstrumentscore:WithinOneYear2022-09-3007599502core:CurrentFinancialInstruments2023-03-3107599502core:CurrentFinancialInstruments2022-09-3007599502core:ShareCapital2023-03-3107599502core:ShareCapital2022-09-3007599502core:SharePremium2023-03-3107599502core:SharePremium2022-09-3007599502core:OtherMiscellaneousReserve2023-03-3107599502core:OtherMiscellaneousReserve2022-09-3007599502core:RetainedEarningsAccumulatedLosses2023-03-3107599502core:RetainedEarningsAccumulatedLosses2022-09-3007599502core:ShareCapitalOrdinaryShares2023-03-3107599502core:ShareCapitalOrdinaryShares2022-09-3007599502bus:Director32022-10-012023-03-3107599502core:IntangibleAssetsOtherThanGoodwill2022-10-012023-03-3107599502core:PatentsTrademarksLicencesConcessionsSimilar2022-10-012023-03-3107599502core:LeaseholdImprovements2022-10-012023-03-3107599502core:PlantMachinery2022-10-012023-03-3107599502core:FurnitureFittings2022-10-012023-03-3107599502core:ComputerEquipment2022-10-012023-03-31075995022021-10-012022-09-3007599502core:PatentsTrademarksLicencesConcessionsSimilar2022-09-3007599502core:LeaseholdImprovements2022-09-3007599502core:PlantMachinery2022-09-3007599502core:FurnitureFittings2022-09-3007599502core:ComputerEquipment2022-09-30075995022022-09-3007599502core:WithinOneYear2023-03-3107599502core:WithinOneYear2022-09-3007599502core:AfterOneYear2023-03-3107599502core:AfterOneYear2022-09-30075995022021-09-3007599502bus:PrivateLimitedCompanyLtd2022-10-012023-03-3107599502bus:SmallCompaniesRegimeForAccounts2022-10-012023-03-3107599502bus:FRS1022022-10-012023-03-3107599502bus:AuditExemptWithAccountantsReport2022-10-012023-03-3107599502bus:Director12022-10-012023-03-3107599502bus:Director22022-10-012023-03-3107599502bus:Director42022-10-012023-03-3107599502bus:Director52022-10-012023-03-3107599502bus:Director62022-10-012023-03-3107599502bus:Director72022-10-012023-03-3107599502bus:Director82022-10-012023-03-3107599502bus:FullAccounts2022-10-012023-03-31xbrli:purexbrli:sharesiso4217:GBP