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COMPANY REGISTRATION NUMBER: 12380800
Fibrillogenesis Ltd
Financial Statements
31 December 2023
Fibrillogenesis Ltd
Financial Statements
Year ended 31 December 2023
Contents
Page
Officers and professional advisers
1
Directors' report
2
Independent auditor's report to the members
4
Statement of income and retained earnings
8
Statement of financial position
9
Notes to the financial statements
10
Fibrillogenesis Ltd
Officers and Professional Advisers
The board of directors
Dr D N O'Leary
Mr K T Schneider
Mr U Hutzler
Mr K Yu Siu Ming
Registered office
1 Park Gardens
Yeovil
Somerset
BA20 IDW
Auditor
Chalmers & Co (SW) Limited
Chartered accountants & statutory auditor
Trading as Chalmers & Co.
6 The Linen Yard
South Street
Crewkerne
Somerset
TA18 8AB
Fibrillogenesis Ltd
Directors' Report
Year ended 31 December 2023
The directors present their report and the financial statements of the company for the year ended 31 December 2023 .
Directors
The directors who served the company during the year were as follows:
Dr D N O'Leary
Mr K T Schneider
Mr U Hutzler
Mr K Yu Siu Ming
Mr DM Cassingham
(Resigned 27 June 2023)
Directors' responsibilities statement
The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent.
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 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Small company provisions
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
This report was approved by the board of directors on 9 July 2024 and signed on behalf of the board by:
Dr D N O'Leary
Director
Registered office:
1 Park Gardens
Yeovil
Somerset
BA20 IDW
Fibrillogenesis Ltd
Independent Auditor's Report to the Members of Fibrillogenesis Ltd
Year ended 31 December 2023
Opinion
We have audited the financial statements of Fibrillogenesis Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of income and retained earnings, statement of financial position and the related notes, 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; - 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.
Conclusions relating to 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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the 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 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; or - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 either intend 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 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. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our 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.
Simon M Bachrach
(Senior Statutory Auditor)
For and on behalf of
Chalmers & Co (SW) Limited
Chartered accountants & statutory auditor
Trading as Chalmers & Co.
6 The Linen Yard
South Street
Crewkerne
Somerset
TA18 8AB
9 July 2024
Fibrillogenesis Ltd
Statement of Income and Retained Earnings
Year ended 31 December 2023
2023
2022
Note
£
£
Cost of sales
1,355
2,270
-------
-------
Gross loss
( 1,355)
( 2,270)
Administrative expenses
55,236
27,054
--------
--------
Operating loss
( 56,591)
( 29,324)
--------
--------
Loss before taxation
6
( 56,591)
( 29,324)
Tax on loss
--------
--------
Loss for the financial year and total comprehensive income
( 56,591)
( 29,324)
--------
--------
All the activities of the company are from continuing operations.
Fibrillogenesis Ltd
Statement of Financial Position
31 December 2023
2023
2022
Note
£
£
Fixed assets
Tangible assets
7
20,519
41,234
Current assets
Debtors
8
1,575
1,196
Cash at bank and in hand
40,119
1,570
--------
-------
41,694
2,766
Creditors: amounts falling due within one year
9
164,189
89,385
---------
--------
Net current liabilities
122,495
86,619
---------
--------
Total assets less current liabilities
( 101,976)
( 45,385)
---------
--------
Net liabilities
( 101,976)
( 45,385)
---------
--------
Capital and reserves
Called up share capital
10
100
100
Share premium account
190,236
190,236
Profit and loss account
( 292,312)
( 235,721)
---------
---------
Shareholders deficit
( 101,976)
( 45,385)
---------
---------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
These financial statements were approved by the board of directors and authorised for issue on 9 July 2024 , and are signed on behalf of the board by:
Dr D N O'Leary
Director
Company registration number: 12380800
Fibrillogenesis Ltd
Notes to the Financial Statements
Year ended 31 December 2023
1. General information
Fibrillogenesis Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number can be found at the foot of the Statement of Financial Position (page 9) and the registered office address can be found on the Company Information page. The company's principal place of business is 12 Brympton Way, Yeovil, Somerset.
2. Statement of compliance
These financial statements have been prepared in accordance with FRS 102 taking advantage of the disclosure exemptions of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
At the year end the company had net current liabilities of £122,495 and net liabilities of £101,976. It is therefore dependent on the continued financial support of it's ultimate parent company ISA Industrial Limited. Confirmation has been received from the ultimate parent company for the continuation of financial support, with no intention of discontinuing such support. The company continues to meet its day to day liabilities as they fall due. Accordingly, the directors continue to adopt the going concern basis in preparation of the financial statements.
Changes in accounting policies
The accounting policy for depreciation has been amended in the year so now in line with the parent company, ISA Capital Limited. The accounting policy has changed from 15% reducing balance for all fixed assets to 20% straight line. This has led to a large one off depreciation charge of £19,706 which has been charged to the profit and loss in the year.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date . Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. .
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Plant and machinery
-
20% straight line
Equipment
-
20% straight line
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
4. Auditor's remuneration
2023
2022
£
£
Fees payable for the audit of the financial statements
3,450
3,250
-------
-------
5. Employee numbers
The average number of persons employed by the company during the year amounted to 4 (2022: 5 ).
6. Profit before taxation
Profit before taxation is stated after charging:
2023
2022
£
£
Depreciation of tangible assets
22,726
7,277
--------
-------
7. Tangible assets
Plant and machinery
Equipment
Total
£
£
£
Cost
At 1 January 2023
58,184
3,406
61,590
Additions
2,011
2,011
--------
-------
--------
At 31 December 2023
60,195
3,406
63,601
--------
-------
--------
Depreciation
At 1 January 2023
19,112
1,244
20,356
Charge for the year
21,376
1,350
22,726
--------
-------
--------
At 31 December 2023
40,488
2,594
43,082
--------
-------
--------
Carrying amount
At 31 December 2023
19,707
812
20,519
--------
-------
--------
At 31 December 2022
39,072
2,162
41,234
--------
-------
--------
8. Debtors
2023
2022
£
£
Other debtors
1,575
1,196
-------
-------
9. Creditors: amounts falling due within one year
2023
2022
£
£
Other creditors
164,189
89,385
---------
--------
10. Called up share capital
Authorised share capital
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
100
100
100
100
----
----
----
----
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
100
100
100
100
----
----
----
----
11. Related party transactions
During the accounting period, the company contracted services from the following companies under normal commercial terms. Material Science Solutions Limited (beneficial owner D O'Leary) Consulting services £37,500 (2022 - £nil) During the accounting period, there was an intercompany loan with ISA Capital Limited, the parent company of Fibrillogenesis Limited. The balance of the loan at 31 December 2023 was £102,763 (2022: £7,763). During the year, a further £95,000 was loaned to the company. No interest is charged on the loan as the loan is repayable on demand.
12. Controlling party
Fibrillogenesis Ltd is a subsidiary undertaking of ISA Capital Limited which hold 85% of the shareholding in Fibrillogenesis Ltd . ISA Capital Limited is incorporated in Hong Kong. Fibrillogenesis Ltd is also part of large group whose consolidated financial statements are prepared by it's ultimate parent company ISA Industrial Limited. ISA Industrial Limited is the ultimate controlling party of Fibrillogenesis Ltd which is incorporated in British Virgin Islands. The principal address of the ultimate parent undertaking, ISA Industrial Limited is Vistra Corporate Services Centre, Wickhams Cay 11, Road Town, Tortola, VG11110, British Virgin Islands.