Company Registration No. 03473597 (England and Wales)
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Unaudited and
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
4
13,342
Current assets
Stocks
-
594
Debtors
5
22,093
460,281
Cash at bank and in hand
403,495
1,810,593
425,588
2,271,468
Creditors: amounts falling due within one year
6
(34,114)
(836,276)
Net current assets
391,474
1,435,192
Total assets less current liabilities
391,474
1,448,534
Creditors: amounts falling due after more than one year
7
-
(1,653,000)
Net assets/(liabilities)
391,474
(204,466)
Capital and reserves
Called up share capital
8
34
34
Profit and loss reserves
391,440
(204,500)
Total equity
391,474
(204,466)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 18 January 2024 and are signed on its behalf by:
M J Nicholls
Director
Company Registration No. 03473597
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Invita Intelligence Care Solutions Limited (formerly LumiraDx Care Solutions Limited) is a private company limited by shares incorporated in England and Wales. The registered office is The Old Cattle Market, Porthleven Road, Helston, Cornwall, England, United Kingdom, TR13 0SR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Following the acquisition of the company by InVita Intelligence Limited (see Note 11), the trade that had historically been made through this company is now carried out by InVita Intelligence Limited. This company will continue to hold the regulatory registrations required for the group to trade. A royalty may be charged for this at managements discretion. On this basis the directors are satisfied that the company will be able to meet its obligations as they fall due.true
We have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
Straight line over 3 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit and loss account.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss account.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including certain and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the profit and loss account.
2
Exceptional items
2022
2021
£
£
Expenditure
Write off of historic debtors
49,334
-
Exceptional items in the current year include the write off of historic debtors which no longer represent amounts recoverable by company.
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
2
28
The company's employees were transferred to a fellow group undertaking during the prior reporting period.
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022
245,632
Disposals
(245,632)
At 31 December 2022
Depreciation and impairment
At 1 January 2022
232,290
Depreciation charged in the year
11,954
Eliminated in respect of disposals
(244,244)
At 31 December 2022
Carrying amount
At 31 December 2022
At 31 December 2021
13,342
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
8,497
253,642
Amounts owed by group undertakings
10,196
192,710
Other debtors
3,400
13,929
22,093
460,281
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
6
Creditors: amounts falling due within one year
2022
2021
as restated
£
£
Trade creditors
6,920
120
Amounts owed to group undertakings
25,418
19,483
Taxation and social security
87,691
Other creditors
1,776
728,982
34,114
836,276
7
Creditors: amounts falling due after more than one year
2022
2021
£
£
Other creditors
1,653,000
Other creditors relate to long term borrowings provided by group undertakings. These borrowings were settled during the current year.
8
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
3,100
3,100
31
31
B Ordinary of 1p each
100
100
1
1
D Ordinary of 1p each
105
105
1
1
F Ordinary of 1p each
50
50
1
1
3,355
3,355
34
34
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The corresponding prior period figures are unaudited.
The senior statutory auditor was James Hamilton and the auditor was Johnston Carmichael LLP.
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
10
Financial commitments, guarantees and contingent liabilities
Following finance put in place in March 2021, the company was a guarantor in respect of certain borrowings of LumiraDx Limited, the ultimate parent company at the reporting date, and LumiraDx Investment Limited, a subsidiary of the company's intermediate parent company at the reporting date, LumiraDx Group Limited. These borrowings were secured by a fixed and floating charge over the company's assets.
Following the change of control outlined at note 12, the company was discharged from guarantees provided in respect of the former group.
11
Operating lease commitments
Lessee
Operating lease payments represent rentals payable by the company for the property from which it operates.
At the reporting end date the company had outstanding commitments for future minimum lease payments under these operating lease agreements, as follows:
2022
2021
£
£
23,030
115,152
12
Events after the reporting date
On 11 August 2023 the company's entire Ordinary share capital was acquired by Invita Intelligence Limited, a provider of personalised healthcare solutions. From this date, the company ceased to be part of the LumiraDx Group.
13
Related party transactions
The company has taken advantage of the exemption available in FRS 102 1A whereby it has not disclosed transactions with the immediate parent or any wholly owned subsidiary undertaking of the group.
14
Parent company
The company's immediate parent undertaking at the reporting date was LumiraDx Group Limited. LumiraDx Group Limited is the parent of the smallest group in which these financial statements are consolidated. The registered address of LumiraDx Group Limited is 3 More London Riverside, London, SE1 2AQ. The ultimate controlling party at the reporting date was LumiraDx Limited, a company registered in the Cayman Islands.
As outlined in note 12, the company's entire Ordinary share capital was acquired on 11 August 2023 by Invita Intelligence Limited. From this date, the company is controlled by Invita Intelligence Limited, its immediate and ultimate parent undertaking. The ultimate controlling party is M J Nicholls.
15
Prior period adjustment
INVITA INTELLIGENCE CARE SOLUTIONS LIMITED (FORMERLY LUMIRADX CARE SOLUTIONS LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
15
Prior period adjustment
(Continued)
- 9 -
Reconciliation of changes in equity
1 January
31 December
2021
2021
Notes
£
£
Adjustments to prior year
Correction of accruals
1
97,519
132,034
Equity as previously reported
(1,318,085)
(336,500)
Equity as adjusted
(1,220,566)
(204,466)
Analysis of the effect upon equity
Profit and loss reserves
97,519
132,034
Reconciliation of changes in profit for the previous financial period
2021
Notes
£
Adjustments to prior year
Correction of accruals
1
34,515
Profit as previously reported
981,585
Profit as adjusted
1,016,100
Notes to reconciliation
1 - Correction of accruals
The comparative period financial statements have been restated to correct amounts previously accrued in respect of employment costs. The impact of the adjustment on the comparative period profit and loss account as well as equity at 1 January 2021 and 31 December 2021 is outlined above.
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