73 4 June 2025 false false false false true false false false false false false true false false false false false false No description of principal activity 2024-01-01 Sage Accounts Production Advanced 2023 - FRS102_2023 214,559 41,399 43,796 212,162 174,448 35,098 43,071 166,475 45,687 40,111 73 703,157 236,657 466,573 466,573 466,573 73 xbrli:pure xbrli:shares iso4217:GBP 07993440 2024-01-01 2024-12-31 07993440 2024-12-31 07993440 2023-12-31 07993440 2023-01-01 2023-12-31 07993440 2023-12-31 07993440 2022-12-31 07993440 core:Subsidiary1 2024-01-01 2024-12-31 07993440 core:Subsidiary2 2024-01-01 2024-12-31 07993440 core:Subsidiary3 2024-01-01 2024-12-31 07993440 bus:Director8 2024-01-01 2024-12-31 07993440 core:WithinOneYear 2024-12-31 07993440 core:WithinOneYear 2023-12-31 07993440 core:AfterOneYear 2024-12-31 07993440 core:ShareCapital 2024-12-31 07993440 core:ShareCapital 2023-12-31 07993440 core:SharePremium 2024-12-31 07993440 core:SharePremium 2023-12-31 07993440 core:RetainedEarningsAccumulatedLosses 2024-12-31 07993440 core:RetainedEarningsAccumulatedLosses 2023-12-31 07993440 core:CostValuation core:Non-currentFinancialInstruments 2023-12-31 07993440 core:AdditionsToInvestments core:Non-currentFinancialInstruments 2024-12-31 07993440 core:DisposalsRepaymentsInvestments core:Non-currentFinancialInstruments 2024-12-31 07993440 core:CostValuation core:Non-currentFinancialInstruments 2024-12-31 07993440 core:ImpairmentLossProvisionsForImpairmentInvestments core:Non-currentFinancialInstruments 2024-12-31 07993440 core:Non-currentFinancialInstruments core:ProvisionsForImpairmentInvestments 2024-12-31 07993440 core:Non-currentFinancialInstruments 2023-12-31 07993440 bus:SmallEntities 2024-01-01 2024-12-31 07993440 bus:Audited 2024-01-01 2024-12-31 07993440 bus:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 07993440 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 07993440 bus:FullAccounts 2024-01-01 2024-12-31 07993440 core:CapitalContributionReserve 2024-12-31 07993440 core:ComputerEquipment 2023-12-31 07993440 core:ComputerEquipment 2024-01-01 2024-12-31 07993440 core:ComputerEquipment 2024-12-31
COMPANY REGISTRATION NUMBER: 07993440
UMOTIF LIMITED
FILLETED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 December 2024
UMOTIF LIMITED
BALANCE SHEET
31 December 2024
2024
2023
Note
£
£
£
£
Fixed assets
Tangible assets
5
45,687
40,111
Investments
6
73
-------
-------
45,687
40,184
Current assets
Debtors
7
1,517,808
3,037,750
Cash at bank and in hand
2,427,426
3,520,274
-----------
-----------
3,945,234
6,558,024
Creditors: amounts falling due within one year
8
( 3,190,210)
( 2,249,728)
-----------
-----------
Net current assets
755,024
4,308,296
--------
-----------
Total assets less current liabilities
800,711
4,348,480
Creditors: amounts falling due after more than one year
9
( 5,434,510)
-----------
-----------
Net (liabilities)/assets
( 4,633,799)
4,348,480
-----------
-----------
Capital and reserves
Called up share capital
10
3,615
3,466
Share premium account
39,610,355
39,373,698
Capital contribution
1,565,489
Profit and loss account
( 45,813,258)
( 35,028,684)
------------
------------
Shareholders (deficit)/funds
( 4,633,799)
4,348,480
------------
------------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the profit and loss account has not been delivered.
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.
These financial statements were approved by the board of directors and authorised for issue on 4 June 2025 , and are signed on behalf of the board by:
G R Parrott
Director
Company registration number: 07993440
UMOTIF LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 12 New Fetter Lane, London, EC4A 1JP, United Kingdom.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
Going concern
The directors believe that notwithstanding current year losses of £10,959,881, which are a result of the decision to continue to enhance product development and delivery capability, the company's financial statements should be prepared on a going concern basis on the grounds that funds generated from recent and forecast business performance and funding or support from the shareholders will be adequate to meet the company's needs for a period of a least 12 months from the date of approval of these financial statements. The company had net liabilities of £4,633,799 as at the balance sheet date.
Consolidation
The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.
Revenue recognition
Revenue is recognised to the extent that it is probable economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, Value Added Tax and other sales taxes. Revenue from a contract to provide services is recognised in the period in which the services are provided.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Computer equipment
-
Over 3 years on a straight line basis
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Financial instruments
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. Basic financial liabilities, which include trade and other payables, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year of less. If not, then they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Employee benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
Research and development
Expenditure on research and development is written off as incurred.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 73 (2023: 73 ).
5. Tangible assets
Computer equipment
£
Cost
At 1 January 2024
214,559
Additions
41,399
Disposals
( 43,796)
--------
At 31 December 2024
212,162
--------
Depreciation
At 1 January 2024
174,448
Charge for the year
35,098
Disposals
( 43,071)
--------
At 31 December 2024
166,475
--------
Carrying amount
At 31 December 2024
45,687
--------
At 31 December 2023
40,111
--------
6. Investments
Shares in group undertakings
£
Cost
At 1 January 2024
73
Additions
703,157
Disposals
( 236,657)
--------
At 31 December 2024
466,573
--------
Impairment
At 1 January 2024
Impairment losses
466,573
--------
At 31 December 2024
466,573
--------
Carrying amount
At 31 December 2024
--------
At 31 December 2023
73
--------
Subsidiaries, associates and other investments
Registered office
Class of share
Percentage of shares held
Subsidiary undertakings
uMotif Inc.
1012 College Road, Suite 201, Dover, County of Kent, Delaware 19904
Ordinary
100
ClinOne Inc.
Ordinary
100
ClinOne UK Limited
Camburgh House, 27 New Dover Road, Canterbury, Kent CT1 3DN
Ordinary
100
7. Debtors
2024
2023
£
£
Trade debtors
663,556
1,258,965
Amounts owed by group undertakings
1,010,214
Research and development expenditure credit receivable
360,422
450,062
Other debtors
493,830
318,509
-----------
-----------
1,517,808
3,037,750
-----------
-----------
8. Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
817,416
530,472
Accruals
131,425
183,384
Social security and other taxes
434,334
330,614
Deferred income
1,760,430
1,202,127
Other creditors
46,605
3,131
-----------
-----------
3,190,210
2,249,728
-----------
-----------
9. Creditors: amounts falling due after more than one year
2024
2023
£
£
Convertible loan
5,434,510
-----------
----
The convertible loan of £7,000,000 provided by the parent company is interest free and repayable on 29 August 2027. The loan has been presented in accordance with the requirements of FRS 102 and is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
10. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
A ordinary shares of £0.000035 each
75,000,000
2,621
75,000,000
2,621
B ordinary shares of £0.000035 each
24,674,667
864
24,132,368
845
C ordinary shares of £0.000035 each
3,726,593
130
-------------
------
------------
------
103,401,260
3,615
99,132,368
3,466
-------------
------
------------
------
On 28 August 2024 there was an issue of 542,299 B ordinary shares with a nominal value of £19 for a consideration of £19.
On 28 August 2024 there was an issue of 3,726,593 C ordinary shares with a nominal value of £130 for a consideration of £311,776.
11. Other financial commitments
Total financial commitments, guarantees and contingencies which are not included in the balance sheet amount to £8,600 (2023: £23,460) and relates to a financial commitment for office space.
12. Summary audit opinion
The auditor's report dated 4 June 2025 was unqualified .
The senior statutory auditor was W J E Kerr , for and on behalf of Xeinadin Audit Limited .
13. Controlling party
At 31 December 2024, the company's immediate parent company was Athyrium Opportunities IV Acquisition 2 LP, a company incorporated in the United States of America. At 31 December 2024, the company's ultimate parent company and controlling party was Athyrium Funds GP Holdings LLC, a company incorporated in the United States of America.