BIOMNI_LIMITED - Accounts


Company Registration No. 03699583 (England and Wales)
BIOMNI LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
BIOMNI LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
BIOMNI LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
£
£
£
£
Fixed assets
Property, plant and equipment
3
23,082
40,604
Current assets
Trade and other receivables
4
1,719,168
2,107,250
Cash and cash equivalents
3,897,954
872,592
5,617,122
2,979,842
Current liabilities
5
(1,525,815)
(998,927)
Net current assets
4,091,307
1,980,915
Total assets less current liabilities
4,114,389
2,021,519
Non-current liabilities
6
(900,000)
(2,429,500)
Net assets/(liabilities)
3,214,389
(407,981)
Equity
Called up share capital
7
18,776,730
18,776,730
Share premium account
1,375,407
1,375,407
Retained earnings
(16,937,748)
(20,560,118)
Total equity
3,214,389
(407,981)

The directors of the company have elected not to include a copy of the income statement or director's report within the financial statements.true

For the financial year ended 31 December 2021 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.

The financial statements were approved by the board of directors and authorised for issue on 19 May 2022 and are signed on its behalf by:
A Gregory
Director
Company Registration No. 03699583
BIOMNI LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 January 2020
18,772,730
1,375,407
(23,328,899)
(3,180,762)
Year ended 31 December 2020:
Profit and total comprehensive income for the year
-
-
2,768,781
2,768,781
Issue of share capital
4,000
-
0
-
4,000
Balance at 31 December 2020
18,776,730
1,375,407
(20,560,118)
(407,981)
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
3,622,370
3,622,370
Balance at 31 December 2021
18,776,730
1,375,407
(16,937,748)
3,214,389
BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information

Biomni Limited is a private company limited by shares incorporated in England and Wales. The registered office is Aldwych House, 71-79 Aldwych, London, WC2B 4HN.

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

The financial statements have been prepared on the going concern basis which the directors believe to be appropriate. In the directorstrue' opinion there is sufficient working capital available to the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. In addition a major shareholder has indicated his willingness to support the company for the foreseeable future.

1.3
Revenue

Revenue comprises income receivable from the sale of perpetual development licenses, software licence fees and servicing fees excluding value added tax. Credit for income from the sale of software code is taken in full at the point of sale. Credit for income from software subscription contracts is taken evenly over the life of the contract. Credit for income from software licence fees is taken when the licence is granted and credit for servicing fees is taken on performance of the services.

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.

BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is provided on a straight line basis at the following annual rates in order to write off each asset over its estimated useful life:
Fixtures, fittings & equipment
- Over 4 years
Computer equipment
- Over 3 years
Website development
- 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 statement of income.

Website development costs are capitalised as these costs will generate income over time.

1.6
Impairment of non-current 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.

1.7
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
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 statement of financial position 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 trade and other receivables 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.

BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
Impairment of financial assets

Financial assets, other than those held at fair value through the statement of income, 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 statement of income.

 

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 statement of income.

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.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from related parties 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 6 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

 

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 income statement, 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.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

1.13
Retirement benefits
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

 

 

 

 

 

 

 

 

BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 7 -
1.14
Share-based payments

The fair value of equity-settled share based payments to employees is determined at the date of grant and is accounted for on a straight-line basis over the vesting period based on the company's estimate of shares or options that will eventually vest.

 

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an

acceleration of vesting and the amount that would have been recognised over the remaining vesting period

is recognised immediately.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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.

1.16
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.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was 29 (2020 - 28).

BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
3
Property, plant and equipment
Fixtures, fittings & equipment
Website development
Total
£
£
£
Cost
At 1 January 2021
584,948
60,286
645,234
Additions
7,200
-
0
7,200
At 31 December 2021
592,148
60,286
652,434
Depreciation
At 1 January 2021
544,344
60,286
604,630
Depreciation charged in the year
24,722
-
0
24,722
At 31 December 2021
569,066
60,286
629,352
Carrying amount
At 31 December 2021
23,082
-
0
23,082
At 31 December 2020
40,604
-
0
40,604
4
Trade and other receivables
2021
2020
Amounts falling due within one year:
£
£
Trade receivables
1,536,013
420
Other receivables
183,155
1,526,830
1,719,168
1,527,250
Deferred tax asset
-
0
580,000
1,719,168
2,107,250
5
Current liabilities
2021
2020
£
£
Trade payables
102,774
35,016
Other taxation and social security
63,840
62,382
Other payables
1,359,201
901,529
1,525,815
998,927
BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
6
Non-current liabilities
2021
2020
£
£
Other payables
900,000
2,429,500
7
Called up share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
785,346,001 (2020:785,346,001) ordinary shares of 0.5p each
3,926,730
3,926,730
Preference share capital
Issued and fully paid
14,850,000 redeemable non-cumulative preference shares of £1 each
14,850,000
14,850,000
18,776,730
18,776,730

The holders of the preference shares have no voting rights and are not entitled to any dividends but have priority over the holders of the ordinary shares on winding up or other repayment of capital.

 

Except as detailed below, the preference shares are only redeemable at the company's option and only out of distributable profits or the proceeds of a fresh issue of shares made for the purpose of the redemption. The company shall, at the option of each holder of the preference shares, redeem the preference shares on the occurence of a change of controlling interest in the company. At the date of approval of these accounts no such change of control is foreseen by the directors. Given the above the directors consider that the preference shares should be classified as equity rather than debt.

8
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2021
2020
£
£
40,544
170,130

 

 

 

 

 

 

 

 

 

BIOMNI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 10 -
9
Related party disclosures
Transactions with related parties

At 31 December 2021 £450,000 (2020 - £450,000) was due to P Ogden, a director and shareholder of the company.

 

At 31 December 2021 £450,000 (2020 - £1,979,500 ) was due to P Hulme, a director and shareholder of the company. Interest payable on P Hulme's loan amounted to £661,842 (2020 - £619,000) at the year end.

 

 

10
Equity settled share based payments
The company established the Biomni plan 2001. The terms of the scheme broadly allow for the options to be exercised by an eligible employee in accordance with the option holders vesting schedule after a listing of the company's shares on a recognised stock exchange or following a change of control of the company.
During 2015 the Biomni Plan 2001 was cancelled and replaced by a broadly similar EMI scheme being the Biomni Plan 2015.
The principal conditions of the options are that they are exercisable by the option holder on an exit event for a period of up to ten years from the grant date provided that the employee remains in employment with the company. The vesting period is 3 years from the grant date or earlier if the company is floated on a recognised stock exchange or if it is sold and there is a change of control. At the statement of financial position date all options had vested.
At the statement of financial position date 176,687,225 (2020 - 176,687,225) options were outstanding with a weighted average exercise price of 0.5p (2020: 0.5p) per option in respect of 20 employees (2020: 20 employees). The options outstanding have a weighted average remaining contractual life of 3.5 years (2020: 4.5 years).
The directors are of the opinion that no acquisition or listing is foreseen and accordingly the fair value of the share options issued is £nil. Accordingly, there is no profit and loss share-based payment charge in respect of the above options.
2021-12-312021-01-01false25 May 2022CCH SoftwareCCH Accounts Production 2022.100No description of principal activityA GregoryP HulmeA AntoniouP Ogden036995832021-01-012021-12-31036995832021-12-31036995832020-12-3103699583core:OtherPropertyPlantEquipment2021-12-3103699583core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2021-12-3103699583core:OtherPropertyPlantEquipment2020-12-3103699583core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2020-12-3103699583core:CurrentFinancialInstrumentscore:WithinOneYear2021-12-3103699583core:CurrentFinancialInstrumentscore:WithinOneYear2020-12-3103699583core:CurrentFinancialInstruments2021-12-3103699583core:CurrentFinancialInstruments2020-12-3103699583core:Non-currentFinancialInstruments2021-12-3103699583core:Non-currentFinancialInstruments2020-12-3103699583core:ShareCapital2021-12-3103699583core:ShareCapital2020-12-3103699583core:SharePremium2021-12-3103699583core:SharePremium2020-12-3103699583core:RetainedEarningsAccumulatedLosses2021-12-3103699583core:RetainedEarningsAccumulatedLosses2020-12-3103699583core:ShareCapital2019-12-3103699583core:SharePremium2019-12-3103699583core:RetainedEarningsAccumulatedLosses2019-12-31036995832019-12-3103699583bus:Director12021-01-012021-12-3103699583core:RetainedEarningsAccumulatedLosses2020-01-012020-12-31036995832020-01-012020-12-3103699583core:RetainedEarningsAccumulatedLosses2021-01-012021-12-3103699583core:ShareCapital2020-01-012020-12-3103699583core:SharePremium2020-01-012020-12-3103699583core:FurnitureFittings2021-01-012021-12-3103699583core:ComputerEquipment2021-01-012021-12-3103699583core:OtherPropertyPlantEquipment2020-12-3103699583core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2020-12-31036995832020-12-3103699583core:OtherPropertyPlantEquipment2021-01-012021-12-3103699583core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2021-01-012021-12-3103699583bus:PrivateLimitedCompanyLtd2021-01-012021-12-3103699583bus:SmallCompaniesRegimeForAccounts2021-01-012021-12-3103699583bus:FRS1022021-01-012021-12-3103699583bus:AuditExemptWithAccountantsReport2021-01-012021-12-3103699583bus:Director22021-01-012021-12-3103699583bus:Director32021-01-012021-12-3103699583bus:Director42021-01-012021-12-3103699583bus:FullAccounts2021-01-012021-12-31xbrli:purexbrli:sharesiso4217:GBP