Remote Medical International UK Ltd
Registered number: 07590062
Annual Report
For the year ended 31 December 2023
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REMOTE MEDICAL INTERNATIONAL UK LTD
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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REMOTE MEDICAL INTERNATIONAL UK LTD
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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REMOTE MEDICAL INTERNATIONAL UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their Strategic Report and the audited financial statements of the company for the year ended 31 December 2023.
The company’s principal activity is the provision of support for operations in complex environments, managing risk through the provision of medical, security and technical services.
Business review
The year to December 2023 saw the conclusion of the remaining COVID related work to completely phase out which allowed the company to focus on developing the business in its traditional markets and expanding operations into new areas.
The company’s turnover reduced year on year due to the high volume of COVID related work in 2021 and 2022, however non-COVID revenue has been steady year on year:
The company achieved gross margin of 26.4% for the year, a slight drop of 1.1% on the previous year (2022 27.5%). However, the COVID revenue is now a smaller portion in 2023 with other revenue growing and reaching back to pre-pandemic levels with an increase on gross margin by 4%.
In 2023, the company has incorporated a subsidiary company in Guyana, RMI Global Solutions Guyana Inc, providing local clinic facilities and support for new and existing clients in the region.
Principal Risks and Uncertainties
The company operates in a competitive market and works to support our clients with our excellent quality of service and to develop lasting client relationships.
A significant risk for the company is the availability of the necessary talent to meet client needs in an extremely competitive market. Our Talent team works closely with our providers to maintain existing relationships and the company has invested in the team to ensure we continue to attract the required personnel.
During 2023 the Directors continue to work with the RMI teams to address our cost base and improve efficiency. This continues to give the company a strong foundation for future growth.
Liquidity Risk
The company manages financial risk by ensuring that sufficient funds are available to meet working capital needs. This may include the help of funding from our shareholders.
Credit Risk
The company’s principal risk is from its trade debtors, the balance of which has been steady (2023 £5.9m, 2022 £5.7m). Most clients are large, low risk companies and potential clients are financially reviewed prior to initial engagement.
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REMOTE MEDICAL INTERNATIONAL UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Interest Rate Risk
The company has no external borrowings, therefore no exposure to interest rate risk.
Currency Risk
The company’s functional currency is Sterling; however, we operate in many different currencies and actively manage currency risk by matching the currency of income to expenditure.
Technology Risk
During 2023, The Directors carried out a complete review of technology systems across the group, resulting in leaner more efficient systems capable of meeting our complex business needs and the company continues to reap the benefits of these changes in 2023.
Cyber and Information Security
The Company retains strict systems security, working with our partners BTP to maintain safety and security of information as well as system availability.
Employee Engagement and communication
The company regularly engages with all employees through “All Hands Meetings”, sharing strategies, successes and company and employee news.
This report was approved by the board and signed on its behalf by:
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REMOTE MEDICAL INTERNATIONAL UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the audited financial statements for the year ended 31 December 2023.
The Company’s principal activity is the provision of support for operations in complex environments, managing risk through the provision of medical, security and technical services.
The loss for the year, after taxation, amounted to £3,234,035 (2022: profit of £90,445).
The directors who served during the year and to the date of this report were:
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙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 to 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.
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REMOTE MEDICAL INTERNATIONAL UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Economic impact of global events
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UK business is facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Employee engagement and communication
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The Company regularly engages with all employees through “All Hands Meetings”, sharing strategies, successes and company and employee news. Our HR partner provides employee drop-in sessions and, in 2023 we have instigated group wide mental wellbeing training.
The financial statements have been prepared on a going concern basis. As at 31 December 2023, the Company had net current liabilities of £1,600,637 (2022: net current assets of £1,636,140) and net liabilities of £1,594,068 (2022: net assets of £1,639,967). Included in net current assets are net intercompany borrowings of £2,401,224 (2022: £4,334,716) which are repayable on demand. In the financial year, the Company incurred significant losses, which depleted retained earnings and increased liabilities, resulting in a net liability position. Post year end, the Company has continued to trade in line with expectations and forecasts prepared by management indicate that the company will continue to be cash-generative to the end of the 2024 financial year and beyond into 2025.
In making their assessment, the directors have given consideration to the financial position and performance of its parent company, Remote Medicine Inc. As noted in the consolidated financial statements of Remote Medicine Inc for the year ended 31 December 2023, the parent company has suffered recurring losses from operations, has a net capital deficiency, and expects to have negative cash flows from operations. Whilst the Company does acquire management and other business services from the parent company, it is not currently, and directors do not foresee it becoming, reliant upon financial support from the parent company or the rest of the group. We also receive financial support from the shareholders as of when required.
However due to the financial position of the parent company and the inter-company borrowings, management has concluded that it is required to disclose that there is material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern for one year from the date of approval of these financial statements.
Whilst recognising the existence of this material uncertainty, having considered these factors and made all necessary inquiries, the directors consider that the Company will continue to operate with sufficient cash headroom for a period of at least 12 months from the date of approval of these financial statements and conclude that it is appropriate to prepare the financial statements on a going concern basis.
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REMOTE MEDICAL INTERNATIONAL UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the year.
Matters covered in the Strategic Report
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The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Company's Strategic Report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ Report, including future developments, have been omitted as they are included in the Strategic Report.
Provision of information to the auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the directors have taken all the steps that ought to have been taken as a directors in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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REMOTE MEDICAL INTERNATIONAL UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REMOTE MEDICAL INTERNATIONAL UK LTD
Opinion
We have audited the financial statements of Remote Medical International UK Ltd (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity 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 FRS 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 31 December 2023 and of its loss 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 Auditor’s 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.
Material uncertainty relating to going concern
We draw attention to note 2.2 in the financial statements, which indicates a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a 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. As stated in note 2.2, the uncertainty around the financial position of the parent entity, along with the other matters set forth in note 2.2 indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect to this matter.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.
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REMOTE MEDICAL INTERNATIONAL UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REMOTE MEDICAL INTERNATIONAL UK LTD
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 course of 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor’s report 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.
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REMOTE MEDICAL INTERNATIONAL UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REMOTE MEDICAL INTERNATIONAL UK LTD
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, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
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REMOTE MEDICAL INTERNATIONAL UK LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REMOTE MEDICAL INTERNATIONAL UK LTD
Use of the audit 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 an auditor's report 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.
Lesley Fox (Senior statutory auditor) for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
Merck House
Seldown Lane
Poole
BH15 1TW
18 July 2024
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REMOTE MEDICAL INTERNATIONAL UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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Other comprehensive income
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Total comprehensive (loss)/income for the year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 14 to 30 form part of these financial statements.
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REMOTE MEDICAL INTERNATIONAL UK LTD
REGISTERED NUMBER: 07590062
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
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REMOTE MEDICAL INTERNATIONAL UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive loss for the year
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Total comprehensive loss for the year
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The notes on pages 14 to 30 form part of these financial statements.
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REMOTE MEDICAL INTERNATIONAL UK LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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(Loss)/profit for the financial year
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Depreciation of tangible assets
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Increase in amounts owed by group undertakings
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Increase/(decrease) in amounts owed to group undertakings
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Net cash (used in)/generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash used in investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 14 to 30 form part of these financial statements.
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Remote Medical International UK Ltd (the 'Company') is a private company limited by shares incorporated and registered in England and Wales. The Company's registered number is 07590062. The address of its registered office is 4500 Parkway, Solent Business Park, Whiteley, Fareham, England, PO15 7AZ.
The principal activity of the Company is the provision of bespoke solutions supporting operations in complex environments and managing risk through medical, security and technical services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. As at 31 December 2023, the Company had net current liabilities of £1,600,637 (2022: net current assets of £1,636,140) and net liabilities of £1,594,068 (2022: net assets of £1,639,967). Included in net current assets are net intercompany borrowings of £2,401,224 (2022: £4,334,716) which are repayable on demand. In the financial year, the Company incurred significant losses, which depleted retained earnings and increased liabilities, resulting in a net liability position. Post year end, the Company has continued to trade in line with expectations and forecasts prepared by management indicate that the company will continue to be cash-generative to the end of the 2024 financial year and beyond into 2025.
In making their assessment, the directors have given consideration to the financial position and performance of its parent company, Remote Medicine Inc. As noted in the consolidated financial statements of Remote Medicine Inc for the year ended 31 December 2023, the parent company has suffered recurring losses from operations, has a net capital deficiency, and expects to have negative cash flows from operations. Whilst the Company does acquire management and other business services from the parent company, it is not currently, and directors do not foresee it becoming, reliant upon financial support from the parent company or the rest of the group. We also receive financial support from the shareholders as of when required.
However due to the financial position of the parent company and the inter-company borrowings, management has concluded that it is required to disclose that there is material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern for one year from the date of approval of these financial statements.
Whilst recognising the existence of this material uncertainty, having considered these factors and made all necessary inquiries, the directors consider that the Company will continue to operate with sufficient cash headroom for a period of at least 12 months from the date of approval of these financial statements and conclude that it is appropriate to prepare the financial statements on a going concern basis.
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation 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.
All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Rendering of services
Turnover 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 turnover 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.
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Interest payable and similar expenses
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Interest payable and similar expenses 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.
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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 other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the parent entity keeping the scheme scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit and loss account over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. 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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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:
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Furniture, fittings and equipment
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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.
- 18 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Debtors: amounts falling due within one year
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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.
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Cash and cash equivalents
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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.
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
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Creditors: amounts falling due within one year
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Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.
Financial assets
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 identified, an impairment loss is recognised in the Statement of Comprehensive Income.
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.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and its recoverable amount, which is an estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial liabilities
Basic financial liabilities, including trade and other payables 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 receipts discounted at a rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost.
- 19 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3.1 Critical judgements in applying the Company’s accounting policies
The critical judgements that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions and experience of recoverability. There have been no indicators of impairment identified during the current financial year.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Recoverability of debtors
A provision for debtors is established where it is estimated that the debts are not considered to be fully recoverable. When assessing recoverability the directors have considered factors such as the ageing of the debts, and past experience of recoverability. A provision of £59,550 has been recognised in the current financial year (2022: £59,550).
- 20 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating (loss)/profit is stated after charging:
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Depreciation of tangible assets
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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- 21 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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During the year, the key management personnel of the Company received remuneration of £1,124,672 (2022: £1,040,015).
During the year, retirement benefits were accruing to 5 key management personnel (2022: 6) in respect of defined contributions pension schemes. The company's contributions to defined contributions pension schemes in relation to these key management personnel totalled £6,604 (2022: £7,485).
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2022: 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £410,047 (2022: £405,630).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2022: £1,321).
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- 22 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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Loans from group undertakings
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Taxation on profit/(loss) on ordinary activities
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- 23 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022: lower than) the standard rate of corporation tax in the UK of 23.52% (2022:19%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022: 19%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Remeasurement of deferred tax for changes in tax rates
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Other permanent differences
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Other differences leading to an increase in the tax charge
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Adjustments to tax charge in respect of previous periods - deferred tax
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Deferred tax not recognised
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Total tax charge for the year
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Factors that may affect future tax charges
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The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
- 24 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Furniture, fittings and equipment
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- 25 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, payable on demand and interest free.
Trade debtors are stated at net of a provision of £59,550 (2022: £59,550).
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Included in amounts owed to group undertakings is an amount of £1,500,000 (2022: £1,500,000) which is unsecured, repayable on demand and interest bearing at 8% (2022: 8%) per annum. The remaining amounts included in amounts owed to group undertakings are unsecured, repayable on demand and interest free.
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- 26 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities that are debt instruments measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost comprise of trade debtors, amounts owed by group undertakings, other debtors and cash and cash equivalents.
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Financial liabilities that are debt instruments measured at amortised cost comprise of trade creditors, amounts owed to group undertakings, other creditors and accruals.
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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- 27 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Allotted, called up and fully paid
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1 (2022: 1) ordinary share of £1
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The Company has one class of ordinary shares; each share has attached to it full voting, dividend and capital distribution rights.
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Profit and loss account
This reserve represents the cumulative profits and losses of the Company.
- 28 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The parent entity Remote Medicine Inc operates a share scheme to certain members of the Company. In total 5 employees were awarded options. The contractual life of each option is 10 years. Options are exercisable at the vesting date. No performance conditions were included in the fair value calculations. The Black Scholes options pricing model was used to value the share based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of options granted. The entity measures its share based payment expense on the basis of allocation of the expense from the group. The basis is set on the overall allocation of options.
During the year, 31,726 (2022: 3,540) options were granted to employees of the entity.
There was a repricing exercise performed during the prior year which result in an uplift of £110k in the valuation. No repricing exercising performed in 2023.
Options over shares in the Company have been awarded to certain employees as follows:
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Weighted average exercise price ($)
2023
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Weighted average exercise price ($)
2022
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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Assumptions used within the group scheme are detailed below:
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Weighted average share price ($)
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Weighted average contractual life (years)
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Expected dividend growth rate
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Expense recognised during the year
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- 29 -
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REMOTE MEDICAL INTERNATIONAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contribution 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 £38,348 (2022: £31,478). Contributions payable to the fund at the year end amounted to £nil (2022: £nil).
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Related party transactions
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At the year end, the Company owed an amount of £66,148 (2022: £67,218) to Remote Medical International Ghana Limited, a group company incorporated in Ghana. This amount is included in amounts owed to group undertakings.
The Company has taken advantage of the exemption under section 33 of FRS 102 from disclosing related party transactions undertaken between wholly owned members of the group.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The immediate and ultimate parent company is Remote Medicine Inc. a company incorporated in the USA. Its registered office address is 1455 NW Leary Way, Suite 400, Seattle, WA 98107, USA.
The ultimate controlling party is considered to be Brandon Baty due to his majority shareholding in Remote Medicine Inc.
The smallest and largest group which prepares consolidated financial statements in which the Company is included is Remote Medicine Inc. Copies of the consolidated financial statements are not publicly available.
- 30 -
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