THE_EVEWELL_GROUP_LIMITED - Accounts

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £19,036.

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 Evewell Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 61 Harley Street, London, England, W1G 8QU.

The group consists of The Evewell Group Limited and all of its subsidiaries.

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 are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

•     Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

•     Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

•     Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

•     Section 26 ‘Share based Payment’ Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

•     Section 33 ‘Related Party Disclosures’ Compensation for key management personnel.

The consolidated group financial statements consist of the financial statements of the parent company The Evewell Group Limited together with all entities controlled by the parent company (its subsidiaries).

On 9 July 2021, The Evewell Group Limited became the parent company of The Evewell (Harley Street) Limited following a group reorganisation. The group financial statements have been prepared in accordance with the merger accounting principles as permitted by FRS 102 paragraph 19.27 on the basis that the ultimate equity holders remain the same, and the rights of each equity holder, relative to the others, are unchanged. The Evewell (West London) Limited was incorporated and brought into the group as a subsidiary of The Evewell Group Limited on 12 May 2021.

All financial statements are made up to 31 December 2021. The company results are for the period from incorporation on 18 March 2021 to 31 December 2021. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The company is a holding company and therefore does not generate revenue. As of 31 December 2021, the company's balance sheet had a net asset position of £1,986,828, and the group's balance sheet had a net liability position of £977,935. The directors have prepared forecasts and believe the group to be profitable in the future. The company also has on-going support of the principal investors who provided loans to the business. Accordingly the directors have a reasonable expectation that the company will 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.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

Deferred income is recognised in line with annual storage fees for storage of medical sample.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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:

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 recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans 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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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 leased asset are consumed.

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.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

Reporting period

The company, The Evewell Group Limited was incorporated on 18 March 2021 and its reporting period is from the date of incorporation up to 31 December 2021, to align with other group companies. . The company balance sheet therefore does not show any comparative figures, whereas the group comparative period is for the year to 31 December 2020 in accordance with merger accounting principles.

The average monthly number of persons (including directors) employed by the group and company during the Period was:

Details of the company's subsidiaries at 31 December 2021 are as follows:

Within amounts owed by subsidiary undertakings is an unsecured loan for £3,000,000 which attracts interest at 10% and is repayable in full in 2026.

The loans are in the form of three separate forms of loan stock, issued to certain shareholders, created by deed dated 2 November 2017, 25 July 2019 and 9 July 2021. Each tranche of loan stock is repayable in full on the 5th anniversary of issue. The loan stock dated 2 November 2017 is secured against all property and assets of The Evewell (Harley Street) Limited, both present and future, for the duration of the loans. The remaining loans are unsecured. The loans attract interest at 10%.

The directors have granted the following options to employees of the group. On exercise, these will be satisfied by the issue of new shares to the employee.

Type of arrangement: EMI

Entity: The Evewell Group Limited

Date of grant: 09/07/21

Number granted: 188,199

176,865 of the EMI options were exercised on 07/10/21.

The remaining EMI options can be exercised on the sale of the company or on the listing.

Type of arrangement: Unapproved

Entity: The Evewell Group Limited

Date of grant: 09/07/21

Number granted: 4,422

The unapproved options can be exercised in line with the vesting schedule which is over a 4 year period or on the sale of the company or on the listing.

The options outstanding at 31 December 2021 had an exercise price of £0.02, and an indefinite remaining contractual life.

On 9 July 2021, prior to the restructure of the group, 1,875 ordinary share options were exercised in The Evewell (Harley Street) Limited by shareholders for £70.

On 9 July 2021 a share exchange took place, whereby the shareholders of The Evewell (Harley Street) Limited became the shareholders of The Evewell Group Limited, maintaining their number of shares and shareholding; and The Evewell Group Limited became the 100% shareholder of The Evewell (Harley Street) Limited. At the date of the restructure, there were 476,875 total shares in issue.

On 9 July 2021 6,300 H1 ordinary shares were issued to certain shareholders for total consideration of £140. The H1 ordinary shares hold no right to vote or right to participate in dividend payments. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.

On 9 July 2021 77,053 ordinary shares were issued to certain shareholders for total consideration of £1,711. Ordinary shares hold the right to one vote per share held and the right to participate in dividend payments or any other distribution of assets of the company. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.

On 9 July 2021 77,053 A ordinary shares were issued to certain shareholders for total consideration of £2,000,000. A ordinary shares hold the right to one vote per share held and the right to participate in dividend payments or any other distribution of assets of the company. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.

On 7 October 2021 176,865 ordinary share options were exercised by shareholders for £3,537 (see note 11). Ordinary shares hold the right to one vote per share held and the right to participate in dividend payments or any other distribution of assets of the company. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.

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

Post year end the company had paid out a dividend for £1,200,000 following a £1,500,000 reduction in share premium.

At 31 December 2021 The Evewell Harley Street Limited owed £1,796 (2020: £270) to the directors.

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.