Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-318Manufacture of irradiation and electromedical equipmentfalsetruetruetruetrue2023-04-016falseThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.false 04429471 2023-04-01 2023-12-31 04429471 2022-04-01 2023-03-31 04429471 2023-12-31 04429471 2023-03-31 04429471 1 2023-04-01 2023-12-31 04429471 d:Director1 2023-04-01 2023-12-31 04429471 c:PlantMachinery 2023-04-01 2023-12-31 04429471 c:PlantMachinery 2023-12-31 04429471 c:PlantMachinery 2023-03-31 04429471 c:PlantMachinery c:OwnedOrFreeholdAssets 2023-04-01 2023-12-31 04429471 c:ComputerEquipment 2023-04-01 2023-12-31 04429471 c:ComputerEquipment 2023-12-31 04429471 c:ComputerEquipment 2023-03-31 04429471 c:ComputerEquipment c:OwnedOrFreeholdAssets 2023-04-01 2023-12-31 04429471 c:OwnedOrFreeholdAssets 2023-04-01 2023-12-31 04429471 c:CurrentFinancialInstruments 2023-12-31 04429471 c:CurrentFinancialInstruments 2023-03-31 04429471 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 04429471 c:CurrentFinancialInstruments c:WithinOneYear 2023-03-31 04429471 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 04429471 c:Non-currentFinancialInstruments c:AfterOneYear 2023-03-31 04429471 c:ShareCapital 2023-12-31 04429471 c:ShareCapital 2023-03-31 04429471 c:SharePremium 2023-12-31 04429471 c:SharePremium 2023-03-31 04429471 c:OtherMiscellaneousReserve 2023-12-31 04429471 c:OtherMiscellaneousReserve 2023-03-31 04429471 c:RetainedEarningsAccumulatedLosses 2023-12-31 04429471 c:RetainedEarningsAccumulatedLosses 2023-03-31 04429471 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-04-01 2023-12-31 04429471 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-12-31 04429471 d:OrdinaryShareClass1 2023-04-01 2023-12-31 04429471 d:OrdinaryShareClass1 2023-12-31 04429471 d:OrdinaryShareClass1 2023-03-31 04429471 d:FRS102 2023-04-01 2023-12-31 04429471 d:AuditExempt-NoAccountantsReport 2023-04-01 2023-12-31 04429471 d:FullAccounts 2023-04-01 2023-12-31 04429471 d:PrivateLimitedCompanyLtd 2023-04-01 2023-12-31 04429471 6 2023-04-01 2023-12-31 04429471 e:PoundSterling 2023-04-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 04429471










BIOINDUCTION LIMITED








UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

 
BIOINDUCTION LIMITED
REGISTERED NUMBER: 04429471

BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
31 March
2023
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
7,559
6,537

Investments
 5 
116
116

  
7,675
6,653

Current assets
  

Stocks
  
22,171
-

Debtors: amounts falling due within one year
 6 
676,681
390,512

Cash at bank and in hand
 7 
160,929
22,393

  
859,781
412,905

Creditors: amounts falling due within one year
 8 
(711,694)
(412,434)

Net current assets
  
 
 
148,087
 
 
471

Total assets less current liabilities
  
155,762
7,124

Creditors: amounts falling due after more than one year
  
-
(75)

Provisions for liabilities
  

Deferred tax
  
(1,890)
(1,242)

Other provisions
 9 
(10,000)
-

  
 
 
(11,890)
 
 
(1,242)

Net assets
  
143,872
5,807


Capital and reserves
  

Called up share capital 
 10 
5,056
5,056

Share premium account
  
5,730,337
5,730,337

Other reserves
  
783,826
-

Profit and loss account
  
(6,375,347)
(5,729,586)

  
143,872
5,807


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the 9 months in question in accordance with section 476 of the Companies Act 2006.

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 financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

Page 1

 
BIOINDUCTION LIMITED
REGISTERED NUMBER: 04429471

BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 September 2024.




A Crawley
Director

The notes on pages 3 to 11 form part of these financial statements.

Page 2

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

1.


General information

Bioinduction Limited is a private company, limited by shares, registered in England and Wales. The Company's registered office address is 178-180 Hotwell Road, Bristol, BS8 4RP. The principal activity of the Company is the manufacture of bladder control devices.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Amber Therapeutics Holdings Limited (formerly Amber Theratpeutics Ltd) as at 31 December 2023 and these financial statements may be obtained from Cannon Place, 78 Cannon Street, London, EC4N 6AF.

 
2.3

Going concern

In considering the appropriate basis on which to prepare the financial statements, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future.
The Company is part of the Amber Therapeutics Holdings Limited (formerly Amber Therapeutics Ltd) Group who has confirmed that they will support the Company. Following the year end, the Group successfully signed a Series A Fundraise for a total of £70m which will be received in three tranches. Tranche 1 has been succesfully completed with the Group issuing 3,926,701 Series A shares for a total consideration of $18,567,259 and £146,199. As part of this fundraise, the convertible loan notes held by the Group converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par. The Directors are therefore of the opinion that the Group and, therefore, the Company has adequate resources to continue in operational existence for at least 12 months from the date of this report. The Directors, therefore, continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 3

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

Finance costs 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.

 
2.7

Pensions

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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 4

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the 9 months 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 balance sheet 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 balance sheet 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 balance sheet date.

 
2.9

Tangible fixed assets

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.

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:

Plant and machinery
-
20%
Straight-line
Computer equipment
-
33%
Straight-line

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.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 5

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Debtors

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.

 
2.13

Cash and cash equivalents

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.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of
Page 6

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Employees









The average monthly number of employees, including directors, during the 9 months was 6 (2023 - 8).

Page 7

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

4.


Tangible fixed assets







Plant and machinery
Computer equipment
Total

£
£
£



Cost or valuation


At 1 April 2023
14,720
38,570
53,290


Additions
-
2,860
2,860



At 31 December 2023

14,720
41,430
56,150



Depreciation


At 1 April 2023
12,733
34,020
46,753


Charge for the 9 months on owned assets
662
1,176
1,838



At 31 December 2023

13,395
35,196
48,591



Net book value



At 31 December 2023
1,325
6,234
7,559


5.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
116



At 31 December 2023
116





6.


Debtors

31 December
31 March
2023
2023
£
£


Trade debtors
-
264

Amounts owed by group undertakings
511,541
285,198

Other debtors
165,140
105,050
Page 8

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

6.Debtors (continued)


676,681
390,512


Amounts owed by group undertakings are non-interest bearing and repayable on demand.


7.


Cash and cash equivalents

31 December
31 March
2023
2023
£
£

Cash at bank and in hand
160,929
22,393

160,929
22,393



8.


Creditors: Amounts falling due within one year

31 December
31 March
2023
2023
£
£

Trade creditors
33,199
76,099

Amounts owed to group undertakings
441,174
-

Other taxation and social security
8,263
65,286

Other creditors
203,078
174,180

Accruals and deferred income
25,980
96,869

711,694
412,434


Amounts owed to group undertakings are non-interest bearing and repayable on demand.

Page 9

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

9.


Provisions






Dilapidation provision

£





Charged to profit or loss
10,000



At 31 December 2023
10,000

The dilapidation provision relates to an estimate of costs for restoration, repair and redecoration of the
Company's leased premises at the termination of the leases in accordance with the terms of the lease
agreements.


10.


Share capital

31 December
31 March
2023
2023
£
£
Allotted, called up and fully paid



505,573 (2023 - 505,573) Ordinary shares of £0.01 each
5,056
5,056



11.


Pension commitments

The Company operates a defined contributions 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 £6,437 (year to 31 March 2023: £8,173). Contributions totalling £1,702 (31 March 2023: £1,925) were payable to the fund at the balance sheet date and are included in creditors.


12.


Related party transactions

The Company has taken the exemption under Section 33 of FRS 102 not to disclose transactions with wholly owned group companies.
During the 9 month period ended 31 December 2023, the Company leased premises for £32,490 (year ended 31 March 2023 £30,000) from Gillbe Ltd Executive Pension Scheme, a company where I S Gillbe is a common director. As at 31 December 2023 the Company owed £Nil (31 March 2023 £Nil).
During the 9 month period ended 31 December 2023, the Company repaid the Directors Loan account of £325,000 from I S Gillbe, a previous director of the Company during the period. At the balance sheet date the Directors Loan account was £Nil (March 2023: £124,543)


13.


Post balance sheet events

Following the balance sheet date, the trade and certain assets of the Company were transferred to Amber Therapeutics Limited (formerly Finetech Medical Limited), a fellow group subsidiary.

Page 10

 
BIOINDUCTION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2023

14.


Controlling party

During the period, the ultimate controlling party was Amber Therapeutics Holdings Limited (formerly Amber Therapeutics Ltd) by virtue of its 100% shareholding in the Company. The consolidated statements of Amber Therapeutics Holdings Limited (formerly Amber Therapeutics Ltd) are publically available from Cannon Place, 78 Cannon Street, London, EC4N 6AF.

Page 11