Registered number
Table of contents
Company information
1
Directors' report
2
Statement of profit or loss and other comprehensive income
4
Statement of financial position
5
Statement of changes in equity
6
Notes to the financial statements
7
1
Company Information
Directors |
R M Lilley |
|
Registered number |
14553427 |
|
Registered office |
Gorse Stacks House |
|
George Street |
||
Chester |
||
CH1 3EQ |
2
The directors present their annual report and the unaudited financial statements of CurveBeam AI UK Limited (the "company") for the year ended
The company has taken the exemption available under the Companies Act 2006 section 414B to not prepare a strategic report on the basis that it qualifies as a small company.
Directors
The following persons were directors of CurveBeam AI UK Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated:
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Appointed |
Principal activities
The principal activities of the company during the period included research and development of cone beam CT imaging equipment for orthopaedic specialties, including on the bilateral weightbearing CT imaging system, HiRise, along with sales and marketing activities for such devices.
Results and dividends
The loss for the period, after taxation, amounted to £-358,134.
No dividends were declared or paid during the current period.
Qualifying third party indemnity provisions
A qualifying third party indemnity provision by Section 232(2) of the Companies Act 2006 is in force for the benefit of the directors in respect of liabilities incurred as a result of their office, to the extent permitted by law. In respect of those liabilities for which the directors may not be indemnified, as directors' and officers' liability insurance policy was in force at the date of signing the financial statements.
There were no claims during the period.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' report and the unaudited financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that year.
In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and then apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Going concern
The company made a loss during the period of £-358,134 and has net liabilities at the reporting date of £-400,511. The company is dependent on the continued support of its parent undertaking, CurveBeam AI, Ltd., in order to meet its liabilities as they fall due.
3
The directors have assessed the ability of CurveBeam AI, Ltd. to provide this support and have no concerns. The directors therefore have a reasonable expectation that the company can continue as a going concern for a period of at least 12 months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on the going concern basis.
Subsequent events
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report is made in accordance with a resolution of directors.
This report was approved by the board and signed on its behalf by:
___________________________ |
|
Director |
20 March 2025 |
4
Note |
2024 |
2023 |
||||
£ |
£ |
|||||
Revenue |
||||||
R&D recharge revenue |
163,035 |
- |
||||
Expenses |
||||||
Employees |
4 |
(510,614) |
(39,856) |
|||
Depreciation and amortisation expense |
(10,555) |
- |
||||
Operating loss before income tax expense |
(358,134) |
(39,856) |
||||
Income tax expense |
6 |
- |
- |
|||
Operating loss after income tax expense for the year attributable to the owners of CurveBeam AI UK Ltd |
( |
( |
||||
Other comprehensive income for the year, net of tax |
- |
- |
||||
Total comprehensive income for the year attributable to the owners of |
( |
( |
||||
All results stated above derive from continuing activities.
5
Note |
2024 |
2023 |
||||
£ |
£ |
|||||
Assets |
||||||
Current assets |
||||||
Cash at bank |
|
- |
||||
Debtors: amounts falling due within one year |
7 |
|
|
|||
Total current assets |
|
|
||||
Non-current assets |
||||||
Tangible fixed assets |
8 |
|
- |
|||
Total non-current assets |
|
- |
||||
Total assets |
|
|
||||
Liabilities |
||||||
Current liabilities |
||||||
Creditors: amounts falling due within one year |
9 |
|
|
|||
Total current liabilities |
|
|
||||
Total liabilities |
|
|
||||
Net liabilities |
( |
( |
||||
Capital and reserves |
||||||
Called up share capital |
10 |
1 |
1 |
|||
Foreign currency reserve |
(2,522) |
- |
||||
Accumulated losses |
(397,990) |
(39,856) |
||||
Total equity |
( |
( |
The company was entitled to exemption from audit under section 477 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 company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
___________________________ |
|
Director |
20 March 2025 |
6
Called up |
Foreign currency |
Accumulated |
Total equity |
|||||
share capital |
reserves |
loss |
||||||
£ |
£ |
£ |
£ |
|||||
Balance at 21 December 2022 |
- |
- |
- |
- |
||||
Operating loss after income tax expense for the year |
- |
- |
(39,856) |
( |
||||
Other comprehensive income for the year, net of tax |
- |
- |
- |
- |
||||
Total comprehensive income for the year |
- |
- |
(39,856) |
(39,856) |
||||
Contributions by and distributions to owners |
||||||||
Shares issued during the period |
1 |
- |
- |
1 |
||||
Balance at 30 June 2023 |
1 |
- |
(39,856) |
(39,855) |
Called up |
Foreign currency |
Accumulated |
Total equity |
|||||
share capital |
reserves |
loss |
||||||
£ |
£ |
£ |
£ |
|||||
Balance at |
1 |
- |
(39,856) |
(39,855) |
||||
Operating loss after income tax expense for the year |
- |
- |
(358,134) |
( |
||||
Other comprehensive income for the year, net of tax |
- |
- |
- |
- |
||||
Total comprehensive income for the year |
- |
- |
(358,134) |
(358,134) |
||||
Foreign exchange movement |
- |
(2,522) |
- |
(2,522) |
||||
Balance at |
1 |
(2,522) |
(397,990) |
(400,511) |
7
Note 1. General information
CurveBeam AI UK Limited (the "company") is a private company limited by shares, incorporated and domiciled in England and Wales. The registered number is 14553427. The company's registered office is Gorse Stacks House, George Street, Chester, CH1 3EQ.
The principal activities of the company during the period included research and development of cone beam CT imaging equipment for orthopaedic specialties, including on the bilateral weightbearing CT imaging system, HiRise, along with sales and marketing activities for such devices.
Note 2. Accounting policies
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 Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The company's functional and presentation currency is GBP and amounts within these financial statements are rounded to the nearest pound.
The following principal accounting policies have been applied:
Period of account
These financial statements cover the financial year 1 July 2023 to 30 June 2024. The accounting reference date for comparative period was shorted to align with that of its immediate and ultimate parent company, covered the period from incorporation on 21 December 2022 to 30 June 2023.
Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101:
• |
the requirements of IFRS 7 Financial Instruments: Disclosures |
|
• |
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements |
|
• |
the requirements of IAS 7 Statement of Cash Flows |
|
• |
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures |
|
• |
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member |
This information is included in the consolidated financial statements of CurveBeam AI, Ltd. as at 30 June 2024 and these financial statements may be obtained from Level 10, 10 Queen Street, Melbourne VIC 3000, Australia.
Going concern
The company made a loss during the period of £-358,134 and has net liabilities at the reporting date of £-400,511. The company is dependent on the continued support of its parent undertaking, CurveBeam AI, Ltd., in order to meet its liabilities as they fall due and CurveBeam AI, Ltd. has issued a letter of support to the company.
The directors have assessed the ability of CurveBeam AI, Ltd. to provide this support and have no concerns. The directors therefore have a reasonable expectation that the company can continue as a going concern for a period of at least 12 months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on the going concern basis.
8
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 shall be 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. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 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.
Taxation
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 reporting 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 reporting 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 reporting date.
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
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
9
Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
R&D equipment |
3-10 years |
|
Computer equipment |
1 year |
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at amortised cost.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Financial liabilities at amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
Note 3. Judgements in applying accounting policies and key sources of estimation uncertainty
There are no significant judgements in applying the accounting policies of the Company, or key sources of estimation uncertainty that have a significant effect on the risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Note 4. Employees
2024 |
2023 |
|||
£ |
£ |
|||
Wages and salaries |
366,168 |
20,570 |
||
Social security costs |
8,184 |
2,517 |
||
374,352 |
23,087 |
The average monthly number of employees during the period was as follows:
10
2024 |
2023 |
|||
No. |
No. |
|||
Staff |
|
1.0 |
Note 5. Directors' remuneration
Directors' remuneration for the period was £25,966.
Note 6. Income tax expense
2024 |
2023 |
|||
£ |
£ |
|||
Numerical reconciliation of income tax expense and tax at the statutory rate |
||||
Operating loss before income tax expense |
(358,134) |
(39,856) |
||
Tax at the statutory tax rate of 25% (2023: 21.84%) |
(89,534) |
(8,705) |
||
Tax effect amounts which are not deductible/(taxable) in calculating taxable income: |
||||
Share-based payments |
4,038 |
- |
||
(85,496) |
(8,705) |
|||
Remeasurement of deferred tax for changes in tax rates |
- |
(1,259) |
||
Deferred tax not recognised |
85,496 |
9,964 |
||
Income tax expense |
- |
- |
The Finance Act 2021 was substantively enacted in May 2021 and has increased the corporation tax rate from 19% to 25% with effect from 1 April 2023 on profits over £250,000. The rate for small profits under £50,000 will remain at 19%. When the Company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in corporation tax rate. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.
Factors that may affect future tax charges
There were no factors that may affect future tax charges.
Note 7. Debtors: amounts falling due within one year
2024 |
2023 |
|||
£ |
£ |
|||
Prepayments |
550 |
- |
||
VAT |
11,440 |
1,086 |
||
11,990 |
1,086 |
11
Note 8. Tangible fixed assets
2024 |
2023 |
|||
£ |
£ |
|||
Computer equipment - at cost |
2,539 |
- |
||
Less: Accumulated depreciation |
(1,443) |
- |
||
1,096 |
- |
|||
R&D equipment |
40,000 |
- |
||
Less: Accumulated depreciation |
(9,113) |
- |
||
30,887 |
- |
|||
31,983 |
- |
Computer |
R&D |
|||||
equipment |
equipment |
Totals |
||||
£ |
£ |
£ |
||||
Cost |
||||||
At 1 July 2023 |
- |
- |
- |
|||
Additions |
2,539 |
40,000 |
42,539 |
|||
Disposals |
- |
- |
- |
|||
At 30 June 2024 |
2,539 |
40,000 |
42,539 |
|||
Depreciation |
||||||
At 1 July 2023 |
- |
- |
- |
|||
Depreciation charge for year |
(1,443) |
(9,113) |
(10,556) |
|||
At 30 June 2024 |
(1,443) |
(9,113) |
(10,556) |
|||
Net book value |
||||||
At 30 June 2024 |
1,096 |
30,887 |
31,983 |
|||
At 30 June 2023 |
- |
- |
- |
Note 9. Creditors: amounts falling due within one year
2024 |
2023 |
|||
£ |
£ |
|||
Trade payables |
|
- |
||
Payroll and related liabilities |
13,937 |
93 |
||
Annual leave provision |
17,718 |
- |
||
Amounts owed to group undertakings |
502,076 |
40,848 |
||
535,273 |
40,941 |
Note 10. Called up share capital
2024 |
2023 |
2024 |
2023 |
|||||
Allotted, called up and fully paid |
Shares |
Shares |
£ |
£ |
||||
1 Ordinary share of £1.00 |
|
|
1 |
1 |
On incorporation on 21 December 2022, the company issued one Ordinary share of £1.00 at par value.
12
Note 11. Equity
The company's capital and reserves are as follows:
Called up share capital
Called up share capital represents the nominal value of shares issued.
Accumulated loss
Accumulated loss represents cumulative profits, losses and total other comprehensive income made by the company, including distributions to, and contributions from, the parent company.
Foreign exchange reserve
Foreign exchange reserve represents unrealised gain or loss on foreign denominated loan balances
Note 12. Subsequent events
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.
Note 13. Ultimate controlling party
The Company's immediate and ultimate parent undertaking is CurveBeam AI, Ltd., a company incorporated in Australia. CurveBeam AI, Ltd. heads the smallest and largest group that prepares consolidated financial statements that include the Company drawn up to the reporting date and these financial statements may be obtained from Level 10, 10 Queen Street, Melbourne VIC 3000, Australia.
The directors consider the board of CurveBeam AI, Ltd. to be the ultimate controlling party.