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Registered number: 06430772









PHYSIOLAB TECHNOLOGIES LIMITED

FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
PHYSIOLAB TECHNOLOGIES LIMITED
REGISTERED NUMBER: 06430772

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible fixed assets
 7 
180,577
238,575

  
180,577
238,575

Current assets
  

Stocks
 8 
192,553
268,956

Debtors: amounts falling due within one year
 9 
232,342
157,285

Cash at bank and in hand
  
356,750
440,081

  
781,645
866,322

Creditors: amounts falling due within one year
 10 
(637,419)
(219,254)

Net current assets
  
 
 
144,226
 
 
647,068

Total assets less current liabilities
  
324,803
885,643

Creditors: amounts falling due after more than one year
 11 
(140,000)
(439,692)

Provisions for liabilities
  

Provisions
 12 
(16,470)
(22,561)

  
 
 
(16,470)
 
 
(22,561)

Net assets
  
168,333
423,390


Capital and reserves
  

Called up share capital 
 13 
24,164
21,505

Share premium account
 14 
22,391,489
21,738,026

Shares to be issued reserve
 14 
-
229,410

Shareholders' loans - equity
 14 
169,299
169,299

Share based payments reserve
 14 
308,622
306,114

Profit and loss account
 14 
(22,725,241)
(22,040,964)

  
168,333
423,390

Page 1

 
PHYSIOLAB TECHNOLOGIES LIMITED
REGISTERED NUMBER: 06430772

BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 December 2025.




L G Thomas
Director

The notes on pages 5 to 17 form part of these financial statements.
Page 2
 

 
PHYSIOLAB TECHNOLOGIES LIMITED


 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Shares to be issued reserve
Shareholders' loans - equity
Share based payments reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£


At 1 January 2024
21,505
21,738,026
229,410
169,299
306,114
(22,040,964)
423,390



Comprehensive income for the year


Loss for the year
-
-
-
-
-
(684,277)
(684,277)



Contributions by and distributions to owners


Shares issued
2,659
653,463
-
-
-
-
656,122


Transfer to share premium for shares issued
-
-
(229,410)
-
-
-
(229,410)


Share based payments
-
-
-
-
2,508
-
2,508



At 31 December 2024
24,164
22,391,489
-
169,299
308,622
(22,725,241)
168,333
Page 3

 

 
PHYSIOLAB TECHNOLOGIES LIMITED


 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up   share capital
Share premium account
Capital redemption reserve
Shareholders' loans - equity
Share based payments reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£


At 1 January 2023
19,231
21,184,730
-
169,299
305,755
(21,278,451)
400,564



Comprehensive income   for the year


Loss for the year
-
-
-
-
-
(762,513)
(762,513)



Contributions by and distributions to owners


Shares issued
2,274
553,296
-
-
-
-
555,570


Share capital subscribed
-
-
229,410
-
-
-
229,410


Share based payments
-
-
-
-
359
-
359



At 31 December 2023
21,505
21,738,026
229,410
169,299
306,114
(22,040,964)
423,390



The notes on pages 5 to 17 form part of these financial statements.

Page 4
 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Physiolab Technologies Limited is a private company limited by shares and incorporated in England & Wales within the United Kingdom. The registered office and principle place of business is Unit 2 Centurion Court, Brick Close, Kiln Farm, Milton Keynes, United Kingdom, MK11 3JB. The registered number is: 06430772.

The principal activity of the company is the development and sale of cryotherapy products and services to the orthopaedic surgery market.

Monetary amounts in these financial statements are rounded to the nearest pound sterling.

2.Accounting policies

 
2.1

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

As a result of being a new entrant to a relatively new market, continued research and development and supporting operational costs, the Company incurred a loss after tax of £684,277 (2023: £762,513). At the balance sheet date the Company had net assets of £168,333 (2023:  £423,390 net assets), including cash balances of £356,750 (2023: £440,081). Since the balance sheet date, the Company has raised additional equity of £361,500 and entered into a loan with Innovate UK for £507,728. Given the future funding requirements there is a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern.

The directors believe that there is a significant opportunity for the Company's products and services in the orthopaedic surgery market and the Company is making significant progress in developing new business with hospitals, physiotherapists and patients. The directors have prepared a business plan and detailed financial projections focused on the orthopaedic surgery market and believe that both the business plan and any need for further funding are achievable within the cash runway provided by existing net cash balances, cash generated from operating activities and continued financial support from existing shareholders.

The financial statements have therefore been prepared on a going concern basis.

Page 5

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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. Non-monetary 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.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover is derived from the sales of units and therapy packs. Turnover on the sale of unit is recognised on dispatch of goods to the customer. Turnover on the sale of a therapy pack is recognised over the period in which the therapy pack has been consumed by the customer. 

Page 6

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

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.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 7

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

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.

 
2.10

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 corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.11

Intangible assets

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.

 The estimated useful lives are as follows:

Patents
-
3
years
Page 8

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

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:

Leasehold improvements
-
straight line over the lease term.
Plant, machinery and tooling
-
25% straight line.
Cryotherapy devices
-
33% straight line.
Office and computer equipment
-
25% straight line.

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.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

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.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

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.

Page 9

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

i) Useful economic lives of tangible and intangible assets

The annual depreciation and amortisation charges for tangible and intangible assets respectively is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See notes 6 & 7 for the carrying amount of tangible and intangible assets and notes 2.11 & 2.12 for the useful economic lives for each class of assets.

ii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. See note 9 for the net carrying amount of the debtors.

iii) Share based payments

The company has a share option scheme in place. This is a equity-settled share option scheme. The options are valued as at date of grant using the Black Scholes Model and there are a number of assumptions used within the calculation. More detail is give in note 15 of these financial statements.


4.


Other operating income

2024
2023
£
£

Government grants receivable
-
300,650


Page 10

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Employees

The average monthly number of employees, including directors, during the year was 18 (2023 - 18).


6.


Intangible assets




Patents

£



Cost


At 1 January 2024
100,000



At 31 December 2024

100,000



Amortisation


At 1 January 2024
100,000



At 31 December 2024

100,000



Net book value



At 31 December 2024
-



At 31 December 2023
-



Page 11

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Tangible fixed assets





Leasehold improvements
Plant, machinery and tooling
Cryotherapy devices
Office and computer equipment
Total

£
£
£
£
£



Cost


At 1 January 2024
18,382
130,483
817,991
60,260
1,027,116


Additions
-
31,757
54,511
1,027
87,295


Disposals
-
(833)
-
-
(833)



At 31 December 2024

18,382
161,407
872,502
61,287
1,113,578



Depreciation


At 1 January 2024
15,506
117,371
602,666
52,998
788,541


Charge for the year
1,211
7,629
133,838
2,164
144,842


Disposals
-
(382)
-
-
(382)



At 31 December 2024

16,717
124,618
736,504
55,162
933,001



Net book value



At 31 December 2024
1,665
36,789
135,998
6,125
180,577



At 31 December 2023
2,876
13,112
215,325
7,262
238,575


8.


Stocks

2024
2023
£
£

Raw materials and consumables
5,453
9,322

Work in progress
19,702
10,753

Finished goods and goods for resale
167,398
248,881

192,553
268,956




Page 12

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Debtors

2024
2023
£
£


Trade debtors
121,058
109,553

Other debtors
7,677
-

Prepayments and accrued income
37,387
33,590

Tax recoverable
66,220
14,142

232,342
157,285



10.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
129,431
83,287

Amounts owed to other participating interests
335,654
-

Other taxation and social security
90,756
74,582

Other creditors
46,461
23,614

Accruals and deferred income
35,117
37,771

637,419
219,254


At the balance sheet date, the amount owed to other participating interests retains the right to convert £365,000 into equity on or before 31 October 2025. Subsequent to the year end, a decision was made to extend the repayment date and the associated conversion right to 31 October 2028.


11.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to other participating interests
140,000
439,692

140,000
439,692


At balance sheet date, £Nil (2023 - £299,692) of the amount owed to other participating interests retains the right to convert £365,000 of loans into equity on or before 31 October 2025. As disclosed in note 10, following the year end, the repayment date and the associated conversion right were extended to 31 October 2028.

The remaining loans to other participating interest is £140,000 (2023 - £140,000) and is repayable on 31 October 2026 and bears a coupon of 12% per annum. This makes up the remainder of the balance. 

Page 13

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Provisions





General Warranty Provision
Dilapidation Provision
Total

£
£
£





At 1 January 2024
12,561
10,000
22,561


Charged to profit or loss
(6,091)
-
(6,091)



At 31 December 2024
6,470
10,000
16,470

The warranty provisions represent the best estimate made by the directors of the future costs to the company in relation to the fulfilment of warranties issued on products sold.

The dilapidation provision represents the best estimate made by the directors of the future costs to the company in fulfilling its contractual obligation to provide repairs and replacements upon cessation of the lease agreement.


13.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



24,163,704 (2023 - 21,504,510) Ordinary shares of £0.001 each
24,164
21,505


During the year 2,659,190 Ordinary shares of £0.001 each were issued for a cash consideration of
£664,798. Issue costs of £8,676 have been debited against share premium. 

Page 14

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Shares to be issued reserve

This reserve represents the amount above the nominal value received for share capital to be issued, less transaction costs that has been set aside to be allotted at a later date. Post year end, the shares to be issued reserve would move to share capital to the extent of the nominal value of additional shares allotted and the remaining amount will move to share premium account. 

Shareholders' loans equity

Represents the equity element on shareholders' loans with option to convert to equity. 

Other reserves

Represents the share based payments reserve as disclosed in note 15.

Profit and loss account

Includes all current and prior period retained profits and losses less any dividends paid.

Page 15

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Share-based payments

The company has a share option scheme in place. This is a equity-settled share option scheme.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is grant date or two years. If the options remain unexercised after a period of five years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before the options vest.

Details of the share options outstanding during the year are as follows:

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

0.24

2,205,038

£0.24
 
2,281,205
 
Granted during the year


-

0
 
-
 
Forfeited during the year


-

£0.24
 
(76,167)
 
Outstanding at the end of the year
0.24

2,205,038

0.24
 
2,205,038
 

There were 2,205,038 (2023 - 2,205,038) options exercisable at the year end.

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

As at 31 December 2024 the share options were valued at £308,622 (2023 - £306,114), based on a current estimated share price of £0.24 (2023 - £0.24). A charge of £2,508 (2023 - £359) has been made to the Statement of Comprehensive Income in the year.

The assumptions used in the calculation were as follows:

- Estimated average time until exercise - 5 years
- Risk-free interest rate - 0.820%
- Volatility - 40.00%

The company has taken advantage of the transitional exemption under FRS 102 not to value share based payments that were granted before the start of the first reporting period in which the entity adopts FRS 102 I.e. options granted before 1 January 2016.

As at 31 December 2024 4,167 (2023 - 4,167) share options that were granted before 1 January 2016 were unexercised. These options were granted at a weighted average exercise price of £12.00 (2023 - £12.00). All of these options were exercisable at the year end (2023 - All), with a weighted average exercise price of £12.00 (2023 - £12.00).




Page 16

 
PHYSIOLAB TECHNOLOGIES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Pension commitment

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £41,712 (2023: £43,727). Contributions totaling £5,190 (2023: £5,801) were payable to the fund at the balance sheet date and are included in creditors.


17.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
21,070
24,230

Later than 1 year and not later than 5 years
17,109
11,617

38,179
35,847


18.


Post balance sheet events

On 27 March 2025 the company entered into a loan agreement with Innovate UK for £507,728. The loan will be used to support product development. 

On 29 January 2025, the company issued 81,002 ordinary shares of £0.001 each at a premium of £0.249 per share, raising total proceeds of £20,250. On 7 May 2025 the company issued 1,365,000 ordinary shares of £0.001 each at a premium of £0.249, raising total proceeds of £341,250. The funds were raised to support the company’s strategic growth initiatives. This event occurred after the reporting date and does not adjust the financial statements for the year ended 31 December 2024.  


19.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the Company incurred a loss after tax of £684,277 during the year ended 31 December 2024 and had net assets at the year end of £168,333. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 17 December 2025 by Andrew Booth (Senior Statutory Auditor) on behalf of Price Bailey LLP.


Page 17