Company registration number 08437560 (England and Wales)
FUSION IMPLANTS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
FUSION IMPLANTS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
FUSION IMPLANTS LIMITED
BALANCE SHEET
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
250
Tangible assets
5
3,539
5,936
3,539
6,186
Current assets
Stocks
55,927
26,815
Debtors
6
59,232
72,615
Cash at bank and in hand
27,116
45,942
142,275
145,372
Creditors: amounts falling due within one year
7
(31,126)
(352,982)
Net current assets/(liabilities)
111,149
(207,610)
Total assets less current liabilities
114,688
(201,424)
Creditors: amounts falling due after more than one year
8
(65,333)
(23,939)
Net assets/(liabilities)
49,355
(225,363)
Capital and reserves
Called up share capital
9
5
15
Share premium account
40,006
39,996
Profit and loss reserves
9,344
(265,374)
Total equity
49,355
(225,363)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 30 June 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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 the provisions of FRS 102 Section 1A for small entities.
FUSION IMPLANTS LIMITED
BALANCE SHEET (CONTINUED)
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 30 September 2023 and are signed on its behalf by:
Dr Daniel Jones
Director
Company Registration No. 08437560
FUSION IMPLANTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2021
15
39,996
(244,075)
(204,064)
Year ended 30 June 2022:
Loss and total comprehensive income for the year
-
-
(21,299)
(21,299)
Balance at 30 June 2022
15
39,996
(265,374)
(225,363)
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
274,718
274,718
Bonus issue of shares
9
1
(1)
Reduction of shares
9
(11)
11
Balance at 30 June 2023
5
40,006
9,344
49,355
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
1
Accounting policies
Company information
Fusion Implants Limited is a private company limited by shares incorporated in England and Wales. The registered office is 177 Harrison Hughes Building, School of Engineering, University of Liverpool, Merseyside, L69 3GH.
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.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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.
1.4
Intangible fixed assets (patents)
Patents are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful life of 18 months.
1.5
Tangible fixed assets
Tangible fixed assets are 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 machinery
20% on a straight line basis
Fixtures, fittings & equipment
20% on a straight line basis
Computer equipment
33% on a straight line basis
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 profit or loss.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
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, 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 profit or loss. Reversals of impairment losses are also recognised in profit or loss.
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, other short-term liquid investments with original maturities of three months or less.
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 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.
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.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 7 -
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.15
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 profit or loss.
1.16
Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technique, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which company is expected to benefit.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 5 (2022 - 6).
3
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(13,952)
(38,835)
The company has estimated tax losses of £122,103 (2022: £122,103) available for carry forward against future trading profits. Additionally, the company has unused tax credits to carry forward of £Nil (2022: £3,363).
The refund in corporation tax is due to research and development tax credits.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
4
Intangible fixed assets
Patents
£
Cost
At 1 July 2022 and 30 June 2023
8,536
Amortisation and impairment
At 1 July 2022
8,286
Amortisation charged for the year
250
At 30 June 2023
8,536
Carrying amount
At 30 June 2023
At 30 June 2022
250
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2022
34,050
Additions
306
At 30 June 2023
34,356
Depreciation and impairment
At 1 July 2022
28,114
Depreciation charged in the year
2,703
At 30 June 2023
30,817
Carrying amount
At 30 June 2023
3,539
At 30 June 2022
5,936
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
44,231
33,780
Corporation tax recoverable
13,952
38,835
Other debtors
1,049
59,232
72,615
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
6,416
Taxation and social security
19,387
11,421
Other creditors
11,739
335,145
31,126
352,982
As noted in amounts written off investments other creditors in the previous year include preference shares of £210,000. The preference shares and all associated unpaid dividends were redeemed during the year for the value of £50,000. This £50,000 was issued in the form of a loan note which is being held within long term creditors.
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
65,333
23,939
£50,000 relates to loan notes issued during the year.
9
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
496 Ordinary A shares of 1p each
5
4
0 Ordinary B shares of 1p each
-
1
0 Ordinary shares of 1p each
-
10
5
15
The Ordinary shares are irredeemable and have full rights in the company with regards to voting, dividend and capital distribution. A dividend may be declared on the class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually.
The ‘A’ Ordinary Shares are irredeemable and have full right in the company with regards to voting, dividend and capital distribution. A dividend may be declared on this class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
9
Called up share capital
(Continued)
- 10 -
The ‘B’ Ordinary shares are irredeemable and have full right in the company with regards to dividend and capital distribution, but do not entitle the holders thereof to receive notice of, attend or vote at general meeting of the company. A dividend may be declared on the class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually.
A resolution was passed during the year to dilute all Ordinary Shares and ‘B’ Ordinary shares by 1 share for every 25 shares.
The diluted shares were then converted to 'A' Ordinary shares.
A further 50 'A' Ordinary shares were then issued during the year.
10
Related party transactions
Included within other creditors is loan notes of £50,000 that is repayable in the sum of £16,666 to each of the majority share holders , the loans are interest free and repayable on demand.