Company registration number 09087514 (England and Wales)
BIORELATE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
BIORELATE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
BIORELATE LIMITED
BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
38,049
24,474
Current assets
Debtors
5
1,481,674
1,283,572
Cash at bank and in hand
2,408,476
5,137,938
3,890,150
6,421,510
Creditors: amounts falling due within one year
6
(1,810,061)
(1,477,518)
Net current assets
2,080,089
4,943,992
Total assets less current liabilities
2,118,138
4,968,466
Creditors: amounts falling due after more than one year
7
(30,985)
(33,604)
Net assets
2,087,153
4,934,862
Capital and reserves
Called up share capital
9
4
4
Share premium account
8,375,669
8,365,164
Profit and loss reserves
11
(6,288,520)
(3,430,306)
Total equity
2,087,153
4,934,862
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 2 October 2024 and are signed on its behalf by:
D Jamieson
Director
Company registration number 09087514 (England and Wales)
BIORELATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
2
1,184,696
457,479
(1,959,498)
(317,321)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
-
(1,470,808)
(1,470,808)
Issue of share capital
9
2
7,180,468
-
-
7,180,470
Conversion of loan to shares
9
(457,479)
-
(457,479)
Balance at 31 March 2023
4
8,365,164
(3,430,306)
4,934,862
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
-
(2,863,759)
(2,863,759)
Issue of share capital
9
10,505
-
-
10,505
Credit to equity for equity settled share-based payments
8
-
-
-
5,545
5,545
Balance at 31 March 2024
4
8,375,669
(6,288,520)
2,087,153
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
1
Accounting policies
Company information
Biorelate Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 9, Williams House, Lloyd Street North, Manchester Science Park, Manchester, M15 6SE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have assessed the future outlook of the company to determine the ability to operate within the available financing facilities. The directors have taken appropriate actions to mitigate risks and have prepared detailed financial forecasts. The directors are satisfied that there are no material uncertainties that may cast doubt on the ability of the company to continue as a going concern.true
On this basis, the directors have taken the judgement that the company has sufficient funds to meet its financial obligations as they fall due. The company therefore continues to adopt the going concern basis in preparing its 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.
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.
Previously it was the accounting policy to recognise 80% of the data income on delivery of the initial data to the customer, the remaining 20% would be recognised in three instalments as updates were passed to the customer. This policy reflected the nature of the service that we offered in that the majority of the work was manual and was performed at the beginning of the contract.
The product has become more developed and the AI tool that is used is significantly more automated and so the initial effort is not required. The directors consider that it is more appropriate to recognise income over the life of the contracts.
1.4
Research and development expenditure
Research and development expenditure is written off against profits in the year in which it is incurred.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
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.
1.8
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.
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
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.
1.9
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 6 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 7 -
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
33
24
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2023
39,322
Additions
26,581
At 31 March 2024
65,903
Depreciation and impairment
At 1 April 2023
14,848
Depreciation charged in the year
13,006
At 31 March 2024
27,854
Carrying amount
At 31 March 2024
38,049
At 31 March 2023
24,474
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
668,994
817,396
Other debtors
812,680
466,176
1,481,674
1,283,572
6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
5,369
7,987
Trade creditors
123,307
114,100
Taxation and social security
101,883
72,212
Other creditors
1,579,502
1,283,219
1,810,061
1,477,518
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
30,985
33,604
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 April 2023
1,710
966
0.25
0.25
Granted
744
0.25
Forfeited
(171)
0.25
0.25
Outstanding at 31 March 2024
1,539
1,710
0.25
0.25
Exercisable at 31 March 2024
1,539
1,710
0.25
0.25
The options outstanding at 31 March 2024 had an exercise price of £0.25.
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.0001p each
1,000,000
1,000,000
1
1
A1 Ordinary shares and A2 Ordinary shares of 0.0001p each
1,233,955
1,233,955
1
1
Preferred ordinary shares of 0.0001p each
1,843,677
1,843,677
2
2
H Ordinary shares of 0.0001p each
34,000
-
-
-
4,111,632
4,077,632
4
4
The increase in share premium arose on the issue of shares on 16 January 2024.
10
Equity reserve
2024
2023
£
£
At the beginning of the year
457,479
Transfer to share premium
(457,479)
At the end of the year
During 2021 the company issued convertible loan notes of £1,145,000 with a maturity date of 31 March 2024.
The liability component is measured at fair value.
The equity component is measured at the difference between the proceeds and the fair value of the liability component, and has been credited to the equity reserve account. During the year ended 31 March 2023 the shares were converted into equity.
BIORELATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
11
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
(3,430,306)
(1,629,587)
Prior year adjustment
(329,911)
At the beginning of the year
(3,430,306)
(1,959,498)
Loss for the year
(2,863,759)
(1,470,808)
Share based payment transactions
5,545
-
At the end of the year
(6,288,520)
(3,430,306)
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Thomas Hornbuckle BA(Hons) FCA
Statutory Auditor:
Afford Bond Holdings Limited
Date of audit report:
2 October 2024
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
55,550
2024-03-312023-04-01false02 October 2024CCH SoftwareCCH Accounts Production 2024.210No description of principal activityThis audit opinion is unqualifiedD JamiesonK P CoxD K KobewkaG BellB Murrayfalsefalse090875142023-04-012024-03-31090875142024-03-31090875142023-03-3109087514core:OtherPropertyPlantEquipment2024-03-3109087514core:OtherPropertyPlantEquipment2023-03-3109087514core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3109087514core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3109087514core:Non-currentFinancialInstrumentscore:AfterOneYear2024-03-3109087514core:Non-currentFinancialInstrumentscore:AfterOneYear2023-03-3109087514core:CurrentFinancialInstruments2024-03-3109087514core:CurrentFinancialInstruments2023-03-3109087514core:ShareCapital2024-03-3109087514core:ShareCapital2023-03-3109087514core:SharePremium2024-03-3109087514core:SharePremium2023-03-3109087514core:RetainedEarningsAccumulatedLosses2024-03-3109087514core:RetainedEarningsAccumulatedLosses2023-03-3109087514core:ShareCapital2022-03-3109087514core:SharePremium2022-03-3109087514core:OtherReservesSubtotal2022-03-3109087514core:RetainedEarningsAccumulatedLosses2022-03-3109087514core:OtherReservesSubtotal2023-03-3109087514core:OtherReservesSubtotal2024-03-3109087514core:ShareCapitalOrdinaryShares2024-03-3109087514core:ShareCapitalOrdinaryShares2023-03-3109087514core:OtherReservesSubtotal2023-03-3109087514core:RetainedEarningsAccumulatedLosses2023-03-3109087514core:RetainedEarningsAccumulatedLossescore:PriorPeriodIncreaseDecrease2023-03-3109087514bus:Director12023-04-012024-03-3109087514core:RetainedEarningsAccumulatedLosses2022-04-012023-03-31090875142022-04-012023-03-3109087514core:RetainedEarningsAccumulatedLosses2023-04-012024-03-3109087514core:ShareCapital2022-04-012023-03-3109087514core:SharePremium2022-04-012023-03-3109087514core:ShareCapital2023-04-012024-03-3109087514core:SharePremium2023-04-012024-03-3109087514core:OtherReservesSubtotal2022-04-012023-03-3109087514core:FurnitureFittings2023-04-012024-03-3109087514core:OtherPropertyPlantEquipment2023-03-3109087514core:OtherPropertyPlantEquipment2023-04-012024-03-3109087514core:WithinOneYear2024-03-3109087514core:WithinOneYear2023-03-3109087514core:Non-currentFinancialInstruments2024-03-3109087514core:Non-currentFinancialInstruments2023-03-31090875142023-03-3109087514core:OtherReservesSubtotal2023-04-012024-03-3109087514bus:PrivateLimitedCompanyLtd2023-04-012024-03-3109087514bus:SmallCompaniesRegimeForAccounts2023-04-012024-03-3109087514bus:FRS1022023-04-012024-03-3109087514bus:Audited2023-04-012024-03-3109087514bus:Director22023-04-012024-03-3109087514bus:Director32023-04-012024-03-3109087514bus:Director42023-04-012024-03-3109087514bus:CompanySecretary12023-04-012024-03-3109087514bus:FullAccounts2023-04-012024-03-31xbrli:purexbrli:sharesiso4217:GBP