Company registration number 10654660 (England and Wales)
CO.DON UK GROUP LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CO.DON UK GROUP LIMITED
COMPANY INFORMATION
Directors
Wenda Adriaanse
Xing Zhao
Secretary
Intertrust (UK) Limited
Company number
10654660
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AX
Principal Banker
Lloyds Bank
39 Threadneedle Street
London
EC2R 8AU
CO.DON UK GROUP LIMITED
CONTENTS
Page
Directors' report
1 - 2
Statement of comprehensive income
3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 10
CO.DON UK GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

 

The Financial statements have been prepared in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council.

 

A separate Strategic Report or enhanced business report has not been prepared as the Company is entitled to the small companies exemption under Part 15 of section 414B of the Companies Act 2006.

Principal activities

CO.DON UK Group Limited is a company incorporated and domiciled in England and Wales and has its registered office and principal place of business at 1 Bartholomew Lane, London, EC2N 2AX. The principal activity of the company are for the development, production and marketing of autologous cell therapies for the minimally invasive repair of cartilage damage in knee joints following traumatic or degenerative defects.

Results and dividends

The profit of the Company for the Year Ended 31 December 2023 and the state of the Company's affairs as at that date are set out in the Company's financial statements on pages 4 to 10.

 

On 20th January 2023, CO.DON's business activities underwent a significant transformation. The company's operations were acquired by Rejuvenate GmbH. The Company is now a subsidiary of CO.DON GmbH, based in Leipzig, Germany, which owns 100% shares of the Company. The shares previously held in the Company by the insolvent CO.DON AG were acquired by CO.DON GmbH by means of an asset deal. The purchase agreement was concluded on 17 October 2022 and became effective on 19 January 2023 with the transfer of business operations to CO.DON GmbH. CO.DON GmbH is part of ReLive Group. The ReLive Group is an American-Asian provider with a strong focus on regenerative healing methods and biotechnology.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Wenda Adriaanse
Xing Zhao
Tilmann Bur
(Resigned 26 April 2023)
Future development and Post reporting date events

At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.

Going Concern

G:\Intertrust UK Business and Operations\00 Clients - Inbound\C\Co.Don UK Group Limited\Accounting\FY23\Financial StatementsThe Company business activities, together with the factors likely to affect its future development, performance and position are set out in pages 4 to 10 of the financial statements.

 

The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.

 

The Director has concluded that the Company is not intending to continue the business and will cease trading. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months. It was no longer appropriate to prepare the financial statements for the year ended 31 December 2023 on a going concern basis.

Principal Risks and Uncertainities

The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes.

CO.DON UK GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
On behalf of the board
Xing Zhao
Director
24 September 2024
CO.DON UK GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
2023
2022
Notes
£
£
Turnover
303,000
228,000
Cost of sales
(251,123)
21,066
Gross profit
51,877
249,066
Administrative expenses
(45,817)
(249,066)
Operating profit
2
6,060
-
Interest payable and similar expenses
5
(17,153)
(19,668)
Loss before taxation
(11,093)
(19,668)
Tax on loss
6
-
0
-
0
Loss for the financial year
(11,093)
(19,668)

The profit and loss account has been prepared on the basis that all operations are in respect of non-continuing operations.

 

There are no other comprehensive expenses or income other than as included in the loss for the current and prior years and therefore a separate statement of comprehensive income is not presented.

CO.DON UK GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 4 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
7
106,000
158,623
Cash at bank and in hand
76,182
26,080
182,182
184,703
Creditors: amounts falling due within one year
8
(149,015)
(14,545)
Net current assets
33,167
170,158
Creditors: amounts falling due after more than one year
9
(672,339)
(798,237)
Net liabilities
(639,172)
(628,079)
Capital and reserves
Called up share capital
10
1
1
Profit and loss reserves
11
(639,173)
(628,080)
Total equity
(639,172)
(628,079)

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
Xing Zhao
Director
Company Registration No. 10654660
CO.DON UK GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
(608,412)
(608,411)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(19,668)
(19,668)
Balance at 31 December 2022
1
(628,080)
(628,079)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(11,093)
(11,093)
Balance at 31 December 2023
1
(639,173)
(639,172)
CO.DON UK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
1
Accounting policies
Company information

Co.Don UK Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX.

1.1
Accounting convention

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows:

- the requirements of Section 11 Financial Instruments paragraphs 11.39 to 11.48A:

- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements.

 

The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately. The Director has concluded that the Company is not intending to continue the business and will cease trading. As a result, the Company is no longer a going concern and it is the intention of the

Director to have the Company struck off the Company's House Register within the next 12 months.

 

Therefore, it was no longer appropriate to prepare the financial statements for the year ended 31 December 2023 on a going concern basis and instead have been prepared under ‘break up’ basis. Consequently, all costs that are anticipated to be incurred over the Company's remaining life have been included within these financial statements

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

CO.DON UK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

CO.DON UK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(12,156)
46,963
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Sales
-
0
1

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
-
0
71,576
Social security costs
-
4,477
Pension costs
-
0
881
-
0
76,934
4
Directors' remuneration

No remuneration was paid to the directors.

5
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
17,153
19,668
6
Taxation

There was no income taxation charged on ordinary activities for the year ended 31 December 2023 or the

prior year.

CO.DON UK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
36,000
24,000
Amounts owed by group undertakings
-
0
134,518
Prepayments and accrued income
70,000
105
106,000
158,623
8
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
139,796
9,978
Other creditors
4,884
2,999
Accruals and deferred income
4,335
1,568
149,015
14,545

On 20th January 2023, CO.DON's business activities underwent a significant transformation. The company's operations were acquired by Rejuvenate GmbH. The Company is now a subsidiary of CO.DON GmbH, based in Leipzig, Germany, which owns 100% shares of the Company. The shares previously held in the Company by the insolvent CO.DON AG were acquired by CO.DON GmbH by means of an asset deal. The purchase agreement was concluded on 17 October 2022 and became effective on 19 January 2023 with the transfer of business operations to CO.DON GmbH. CO.DON GmbH is part of ReLive Group. The ReLive Group is an American-Asian provider with a strong focus on regenerative healing methods and biotechnology.

9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
672,339
798,237
10
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
£1 of 0p each
1
1
1
1
11
Profit and loss reserves
2023
2022
£
£
At the beginning of the year
(628,080)
(608,412)
Loss for the year
(11,093)
(19,668)
At the end of the year
(639,173)
(628,080)
CO.DON UK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
12
Events after the reporting date

At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.

 

13
Ultimate controlling party

The Company is a wholly-owned subsidiary of CO.DON GmbH. a company incorporated and domiciled in Germany. This company's registered office is located at Deutscher Platz 5d, 04103 Leipzig, Germany. CO.DON GmbH is also the ultimate parent company and the controlling party which produces the group financial statements in which the results of the Company are consolidated.

 

 

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