Acorah Software Products - Accounts Production 16.3.350 false true true 31 December 2022 1 January 2022 false 1 January 2023 31 December 2023 31 December 2023 09367377 R Bider P Johann R Zanolari false true iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 09367377 frs-core:CurrentFinancialInstruments frs-core:WithinOneYear 2023-12-31 09367377 2022-12-31 09367377 2023-12-31 09367377 2023-01-01 2023-12-31 09367377 frs-core:CurrentFinancialInstruments 2023-12-31 09367377 frs-core:ComputerEquipment 2023-12-31 09367377 frs-core:ComputerEquipment 2023-01-01 2023-12-31 09367377 frs-core:ComputerEquipment 2022-12-31 09367377 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 09367377 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-01-01 2023-12-31 09367377 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-12-31 09367377 frs-core:OtherReservesSubtotal 2023-12-31 09367377 frs-core:SharePremium 2023-12-31 09367377 frs-core:ShareCapital 2023-12-31 09367377 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 09367377 frs-bus:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09367377 frs-bus:FilletedAccounts 2023-01-01 2023-12-31 09367377 frs-bus:SmallEntities 2023-01-01 2023-12-31 09367377 frs-bus:AuditExempt-NoAccountantsReport 2023-01-01 2023-12-31 09367377 frs-bus:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 09367377 frs-bus:OrdinaryShareClass2 2023-01-01 2023-12-31 09367377 frs-bus:OrdinaryShareClass2 2023-12-31 09367377 frs-bus:PreferenceShareClass3 2023-01-01 2023-12-31 09367377 frs-bus:PreferenceShareClass3 2023-12-31 09367377 1 2023-01-01 2023-12-31 09367377 frs-core:CostValuation 2022-12-31 09367377 frs-core:AdditionsToInvestments 2023-12-31 09367377 frs-core:CostValuation 2023-12-31 09367377 frs-core:ProvisionsForImpairmentInvestments 2022-12-31 09367377 frs-core:ProvisionsForImpairmentInvestments 2023-12-31 09367377 frs-bus:Director1 2023-01-01 2023-12-31 09367377 frs-bus:Director2 2023-01-01 2023-12-31 09367377 frs-bus:Director3 2023-01-01 2023-12-31 09367377 frs-core:CurrentFinancialInstruments 2 2023-12-31 09367377 frs-countries:EnglandWales 2023-01-01 2023-12-31 09367377 frs-core:Subsidiary1 2023-01-01 2023-12-31 09367377 frs-core:Subsidiary1 1 2023-01-01 2023-12-31 09367377 frs-core:Subsidiary2 2023-01-01 2023-12-31 09367377 frs-core:Subsidiary2 2 2023-01-01 2023-12-31 09367377 frs-core:Subsidiary3 2023-01-01 2023-12-31 09367377 frs-core:Subsidiary3 3 2023-01-01 2023-12-31 09367377 frs-core:CurrentFinancialInstruments frs-core:WithinOneYear 2022-12-31 09367377 2021-12-31 09367377 2022-12-31 09367377 2022-01-01 2022-12-31 09367377 frs-core:CurrentFinancialInstruments 2022-12-31 09367377 frs-core:OtherReservesSubtotal 2022-12-31 09367377 frs-core:SharePremium 2022-12-31 09367377 frs-core:ShareCapital 2022-12-31 09367377 frs-core:RetainedEarningsAccumulatedLosses 2022-12-31 09367377 frs-bus:OrdinaryShareClass2 2022-01-01 2022-12-31 09367377 frs-bus:PreferenceShareClass3 2022-01-01 2022-12-31 09367377 frs-core:CurrentFinancialInstruments 1 2022-12-31 09367377 frs-core:CurrentFinancialInstruments 2 2022-12-31
Registered number: 09367377
Lumendi Limited
Unaudited Financial Statements
For The Year Ended 31 December 2023
Contents
Page
Balance Sheet 1—2
Notes to the Financial Statements 3—11
Page 1
Balance Sheet
Registered number: 09367377
2023 2022
as restated
Notes $ $ $ $
FIXED ASSETS
Intangible Assets 6 9,194,387 27,082,929
Investments 8 33,043,474 30,566,551
42,237,861 57,649,480
CURRENT ASSETS
Debtors 9 2,397,488 2,706,310
Cash at bank and in hand - 44,077
2,397,488 2,750,387
Creditors: Amounts Falling Due Within One Year 10 (3,393,445 ) (2,964,678 )
NET CURRENT ASSETS (LIABILITIES) (995,957 ) (214,291 )
TOTAL ASSETS LESS CURRENT LIABILITIES 41,241,904 57,435,189
NET ASSETS 41,241,904 57,435,189
CAPITAL AND RESERVES
Called up share capital 12 75,718 72,030
Share premium account 74,888,026 71,157,518
Other reserves 3,848,451 3,330,797
Profit and Loss Account (37,570,291 ) (17,125,156 )
SHAREHOLDERS' FUNDS 41,241,904 57,435,189
Page 1
Page 2
For the year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
On behalf of the board
R Bider
Director
P Johann
Director
R Zanolari
Director
8 May 2025
The notes on pages 3 to 11 form part of these financial statements.
Page 2
Page 3
Notes to the Financial Statements
1. General Information
Lumendi Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09367377 . The registered office is Stanway House, Almondsbury Business Centre, Bristol, BS32 4QH.
The company's principal activity continues to be that of the development of medical devices.
2. Statement of Compliance
The financial statements have been prepared in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
3. Accounting Policies
3.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention.
3.2. Exemption From Preparing Consolidated Financial Statements
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
3.3. Going Concern Disclosure
The company is in the development and roll out phase of its technology and has incurred losses since incorporation in 2014. During the year to 31 December 2023 the company incurred a loss before tax of $20,445,135, and at 31 December 2023 had net current liabilities of $995,957 (2022: $214,291). Future financing rounds will be required to meet obligations as they fall due, this therefore creates an uncertainty over going concern.
The directors’ have prepared cash flow statements and forecasts for the next 24 months from the date of these financial statements, which includes the 'going concern period', which indicate the company will have sufficient funds available through funding rounds from its existing and/or prospective shareholders, to meet its liabilities as they fall due for that period.
The directors acknowledge that there can be no certainty that future funding required by the company will be received. Although at the date of approval of these financial statements, they have no reason to believe it will not do so and the directors are confident of securing the additional funding from its existing and/or prospective shareholders.
Based on the above the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. However, the circumstances described above indicate the existence of uncertainties and there is no guarantee on the company’s ability to continue as a going concern.
3.4. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Royalty income
Royalty income is recognised on an accruals basis in accordance with the substance of the relevant agreement.
3.5. Intangible Fixed Assets and Amortisation - Other Intangible
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Page 3
Page 4
3.6. Research and Development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. 
Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. 
Once a product has been completed and marketed, the capitalised development costs are subsequently amortised on a straight line basis over their expected useful economic lives of ten years.
If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.
3.7. Tangible Fixed Assets and Depreciation
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:
Computer Equipment 33% on cost
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.
3.8. Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
In addition to monies paid to subsidiaries for the purchase of equity share capital, fixed asset investments also includes loans transferred to a subsidiary which has been classified as equity. There is no contractual obligation for the subsidiary to repay these funds, either by the delivery of cash, or any other financial asset. Additionally, these funds are subordinate to all other classes of instruments in the subsidiary company's financial statements. 
3.9. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
3.10. Financial Instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 found, 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. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet 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.
Page 4
Page 5
3.11. Interest Receivable
Interest income is recognised in profit or loss using the effective interest method.
3.12. Interest Payable
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.
Borrowing costs
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.
3.13. Foreign Currencies
Functional and presentation currency
The Company's functional and presentational currency is US Dollars.
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. Nonmonetary 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 except when deferred in other comprehensive income as qualifying cash flow hedges.
3.14. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
Page 5
Page 6
3.15. Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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 Company keeping the 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 profit or loss 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.
3.16. Debtors and creditors
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.
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.
3.17. Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
4. Average Number of Employees
The average number of employees, including directors, during the year was: 5 (2022: 3)
5 3
5. Prior Period Adjustment
Correction of errors
In early 2025 it came to the attention of the directors that a number of accounting errors had been made during the preparation of the prior year financial statements, including the year-ended 31 December 2022 and 31 December 2021. This includes missing development expenditure, and misstatement of the following: loan balances, adjustments related to share options, and loans owed by group undertakings.
The errors have been corrected by restating each of the affected financial statement line items for the prior period. This impacts Assets, Liabilities, Other reserves and the Profit and loss account. Additionally, the following reclassifications have been made:

- to merge balances included within 'Amounts owed to group undertakings' (current liability) and 'Investments in subsidiaries'.
- to merge balances included within 'Other creditors' and 'Other loans'.
The restatements have resulted in an overall increase in the net liability position by $21,486 as at 1 January 2022, and an overall increase in the net liability position by $422,585 as at 31 December 2022.
The following tables summarise the impacts on the company's financial statements at 1 January 2022 and 31 December 2022.
Balance sheet
Page 6
Page 7
Impact of correction of errors
As at 1 January 2022
As previously reported ($)
Adjustments
($)
As restated
($)
Development expenditure cost
35,137,868 
-
35,137,868 
Development expenditure amortisation
(5,365,882)
-
(5,365,882)
Investments in subsidiaries
35,563,722 
(8,771,748)
26,791,974 
Amounts owed by group undertakings
1,806,422 
19,293
1,825,715 
All other assets
445,212 
-
445,212 
Total assets

67,587,342
(8,752,455)
58,834,887 
Other loans
(682,653)
(525,907)
(1,208,560)
Other creditors
(485,128)
485,128 
-
Amounts owed to group undertakings
(8,771,749)
8,771,748 
(1)
All other liabilities
(543,828)
-
(543,828)
Total liabilities

(10,483,358)
8,730,969 
(1,752,389)
Called up share capital
(64,845)
-
(64,845)
Share premium account
(65,539,510)
-
(65,539,510)
Other reserves
(2,446,898)
(281,137)
(2,728,035)
Profit and loss account
10,947,269 
302,624
11,249,893 
Total equity

(57,103,984)
21,486 
(57,082,498)
Impact of correction of errors
As at 31 December 2022
As previously reported 
($)
Adjustments
($)
As restated
($)
Development expenditure cost
32,138,213 
1,614,211 
33,752,424  
Development expenditure amortisation
(6,604,927)
(64,568)
(6,669,495)
Investments in subsidiaries
41,254,522 
(10,687,971)
30,566,551  
Amounts owed by group undertakings
2,279,770 
(90,773)
2,188,997 
All other assets
561,390 
-
561,390 
Total assets

69,628,968 
(9,229,102)
60,399,866 
Other loans
(989,439)
(801,146)
(1,790,585)
Other creditors
(677,974)
677,974 
-
Amounts owed to group undertakings
(8,929,690)
8,929,689 
(1)
All other liabilities
(1,174,091)
-
(1,174,091)
Total liabilities

(11,771,194)
8,806,517 
(2,964,677)
Called up share capital
(72,030)
-
(72,030)
Share premium account
(71,157,518)
-
(71,157,518)
Other reserves
(3,011,906)
(318,892)
(3,330,798)
Profit and loss account
16,383,680 
741,477 
17,125,157  
Total equity

(57,857,774)
422,585 

(57,435,189)

Statement of Profit and Loss
...CONTINUED
Page 7
Page 8
5. Prior Period Adjustment - continued
Impact of correction of errors
For the year ended 31 December 2022
As previously reported ($)
Adjustments
($)
As restated
($)
Administrative expenses
6,189,892
397,770
6,587,662
Interest payable and similar charges
46,466 
41,083 
87,549 
All other expenses
(799,947)
-
(799,947)
Profit / (loss)

(5,436,411)
(438,853)
(5,875,264)
6. Intangible Assets
Development Costs
$
Cost
As at 1 January 2023 33,752,424
Additions 1,214,563
As at 31 December 2023 34,966,987
Amortisation
As at 1 January 2023 6,669,495
Provided during the period 1,352,593
Impairment losses 17,750,512
As at 31 December 2023 25,772,600
Net Book Value
As at 31 December 2023 9,194,387
As at 1 January 2023 27,082,929
Development costs relate to the continued development costs of Dilumen products, and are amortised over 10 years once marketed.
7. Tangible Assets
Computer Equipment
$
Cost
As at 1 January 2023 4,420
As at 31 December 2023 4,420
Depreciation
As at 1 January 2023 4,420
As at 31 December 2023 4,420
Net Book Value
As at 31 December 2023 -
As at 1 January 2023 -
Page 8
Page 9
8. Investments
Subsidiaries
$
Cost
As at 1 January 2023 30,566,551
Additions 2,476,923
As at 31 December 2023 33,043,474
Provision
As at 1 January 2023 -
As at 31 December 2023 -
Net Book Value
As at 31 December 2023 33,043,474
As at 1 January 2023 30,566,551
Fixed asset investments comprise investments in 100% owned subsidiaries.
In addition to monies paid to subsidiaries for the purchase of equity share capital, fixed asset investments also includes loans transferred to a subsidiary which has been classified as equity. There is no contractual obligation for the subsidiary to repay these funds, either by the delivery of cash, or any other financial asset. Additionally, these funds are subordinate to all other classes of instruments in the subsidiary company's financial statements. 
Subsidiaries
Details of the company's subsidiaries as at 31 December 2023 are as follows:
Name of undertaking Registered Office Class of shares held Direct holding Indirect holding
Lumendi International Ltd Stanway House Almondsbury Business Centre, Woodlands, Bristol, BS32 4QH, UK Ordinary 100.00% -
Lumendi LLC 253 Post Road West, Westport, CT, 06880, USA Ordinary 100.00% -
Lumendi Finance Ltd Building 4 Foundation Park, Roxborough Way, Maidenhead, SL6 3UD, UK Ordinary 100.00% -
9. Debtors
2023 2022
as restated
$ $
Due within one year
Prepayments and accrued income 21,551 41,859
Other debtors 5,000 5,000
Corporation tax recoverable - 451,960
Owed by group undertakings 2,355,488 2,188,997
VAT recoverable 1,935 4,980
Called up share capital not paid 13,514 13,514
2,397,488 2,706,310
Page 9
Page 10
10. Creditors: Amounts Falling Due Within One Year
2023 2022
as restated
$ $
Trade creditors 139,112 254,206
Other loans 1,990,354 1,790,585
Accruals and deferred income 1,263,978 919,886
Amounts owed to group undertakings 1 1
3,393,445 2,964,678
11. Loans
An analysis of the maturity of loans is given below:
2023 2022
as restated
$ $
Amounts falling due within one year or on demand:
Other loans 1,990,354 1,790,585
12. Share Capital
2023 2022
as restated
Allotted, called up but not fully paid $ $
751,376 Ordinary A shares of $ 0.01 each 15,534 15,534
Preference Shares
2023 2022
as restated
Allotted, called up and fully paid $ $
4,461,794 Preference B shares of $ 0.01 each 60,184 56,496
Shares issued during the period: $
298,500 Preference B shares of $ 0.01 each 3,688
During the year the company issued 298,500 convertible preferred B shares at a nominal value of £0.01 each, comprised of the following:
- Share issues - 214,400 shares were issued with a nominal value of $2,657, for a total consideration of $4,550,800.
- Bonus issues - 84,100 bonus shares were issued with a total nominal value of $1,031.
Each A share holds full rights in the company with respect to voting, dividends and distributions.
Each B share holds preferred rights with regards to distributions and dividends but holds no voting rights and is convertible to C shares at the option of each holder, upon the decision of a qualified majority or upon a qualified IPO being effected.
Each C share holds full rights with regards to distributions and dividends but holds no voting rights. There are currently no C shares in issue.
Page 10
Page 11
13. Reserves
Share premium
This reserve represents the amount received above the nominal value for issued share capital, less transaction costs including brokerage commissions.
Other reserves
'Other reserves' is a share based payment reserve, reflecting the charge for the share options in the period.
Profit and loss account
This reserve represents the cumulative profits and losses.
14. Related Party Disclosures
The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.
All directors who have authority and responsibility for planning, directing and controlling the activities of the Company are considered to be key management personnel. Total remuneration, which includes share based payments and accrued and unpaid remunerations, in respect of these individuals is $592,681 (2022: $1,004,781).
At the year-end date the Company owed $489,983 (2022: $433,561) to directors of the Company.
Additionally, at the year-end date convertible loan notes of $416,241 were held by directors (2022: $389,010). The convertible notes accrue daily interest at 7%, compounded annually.
At the year-end date $255,769 (2022: $100,175) was owed to companies under common control.
15. Controlling Parties
In the opinion of the directors, the company does not have a single ultimate controlling party.
Page 11