COMBAT_MEDICAL_HOLDINGS_L - Accounts

Company Registration No. 10743075 (England and Wales)
COMBAT MEDICAL HOLDINGS LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
COMBAT MEDICAL HOLDINGS LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
3 - 9
COMBAT MEDICAL HOLDINGS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
291
218
Current assets
Debtors
6
4,236,984
3,115,343
Cash at bank and in hand
574,431
722,452
4,811,415
3,837,795
Creditors: amounts falling due within one year
7
(159,637)
(57,104)
Net current assets
4,651,778
3,780,691
Net assets
4,652,069
3,780,909
Capital and reserves
Called up share capital
8
259
251
Share premium account
4,836,960
3,936,711
Other reserves
197,039
130,644
Profit and loss reserves
(382,189)
(286,697)
Total equity
4,652,069
3,780,909

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 30 September 2022 and are signed on its behalf by:
Mr E Bruce-White
Director
Company Registration No. 10743075
COMBAT MEDICAL HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2020:
Balance at 1 January 2020
251
3,936,711
-
(147,392)
3,789,570
Effect of prior year adjustment
-
-
0
130,644
(130,644)
-
As restated
251
3,936,711
130,644
(278,036)
3,789,570
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
-
(8,661)
(8,661)
Balance at 31 December 2020
251
3,936,711
130,644
(286,697)
3,780,909
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
-
(95,492)
(95,492)
Issue of share capital
8
8
900,249
-
-
900,257
Share based payments
-
-
66,395
-
0
66,395
Balance at 31 December 2021
259
4,836,960
197,039
(382,189)
4,652,069
COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information

Combat Medical Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Lamer House, Lamer Lane, Wheathampstead, AL4 8RL.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Prior period adjustment

Due to an accounting error, the incorrect accounting treatment had been applied to the equity settled share based payments granted post transition to FRS102. Therefore, a prior period adjustment has been made to correctly value the equity settled share based payments under the Black-Scholes model and include the correct historic vesting charges in 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.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.5
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.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
1.6
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

Short term trade debtors are measured at transition price, less any impairment. Loans receivable are measured initially at fair value, net of transition costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Basic financial liabilities

Short term trade creditors are measured at transition 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.

1.7
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.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
1.8
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.

1.9
Share-based payments

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.

 

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.

1.10
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
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of investments

Interests in subsidiaries, associates and jointly controlled entities are initially measures at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 6 -
3
Employees

The average monthly number of persons (excluding directors) employed by the company during the year was:

2021
2020
Number
Number
Total
-
0
-
0
4
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
291
218
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2021
218
Additions
73
At 31 December 2021
291
Carrying amount
At 31 December 2021
291
At 31 December 2020
218

On 13 October 2021, the company subscribed to 100% of the share capital of Combat Medical North America Inc, a company registered in the USA, at par value.

5
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Combat Medical Limited
1
Ordinary
100.00
Biosurgical SL
2
Ordinary
100.00
Combat Medical North America Inc
3
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Combat Medical Limited is a company incorporated in England and Wales and has a registered office of Lamer House Office, Lamer Lane Wheathampstead, St Albans, Herts, AL4 8RL
2
Biosurgical SL is a company incorporated in Spain and has a registered office of Carretera De Torrejon, 28864 Ajalvir
3
Combat Medical North America Inc is a company incorporation in the USA and has a registered office of 108 West 13th Street, Wilmington, New Castle County, Delaware 19801.
COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,236,984
3,115,343
7
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
88,476
49,991
Taxation and social security
6,096
5,243
Other creditors
65,065
1,870
159,637
57,104
8
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
2,589,756
2,509,226
259
251

During the year, the company issued 79,810 ordinary shares for a total consideration of £900,249.

 

On 7 January 2022 the company issued a further 80,945 ordinary shares for a total consideration of £914,846.

 

On 4 April 2022 the company issued a further 6,313 ordinary shares for a total consideration of £71,211.

9
Financial commitments, guarantees and contingent liabilities

The company has provided a guarantee to its subsidiary Combat Medical Limited in respect of loan facilities of £1 million provided by a Government backed lender. At the balance sheet date £812,013 (2020 - £712,013) had been taken up.

10
Related party transactions

The company has taken advantage of the exemptions available under Financial Reporting Standard 102, section 33.1A, "Related Party Disclosures", not to disclose transactions with wholly owned members of the same group.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
11
Share-based payment transactions
Number of share options/warrants
Weighted average exercise price
2021
2020
2021
2020
Number
Number
£
£
Outstanding at 1 January 2021
290,652
290,652
4.14
4.14
Granted
237,947
-
0
2.10
-
0
Outstanding at 31 December 2021
528,599
290,652
3.22
4.14
Exercisable at 31 December 2021
427,648
290,652
3.48
4.14

The options/warrants outstanding at 31 December 2021 had an exercise price ranging from £1 to £11.28, and a remaining contractual life ranging from 5.64 to 9.50 years.

Inputs were as follows:
2021
2020
Weighted average share price
1.00
1.00
Weighted average exercise price
3.22
4.14
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
0.82
0.89
During the year, the company recognised a charge of £66,395 (2021: £Nil) which related to equity settled share based payment transactions.
12
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 senior statutory auditor was Neil Taylor BA FCA and the auditor was Edwards.
COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
13
Prior period adjustment

Due to an accounting error, the incorrect accounting treatment had been applied to the equity settled share based payments granted post transition to FRS102. Therefore, a prior period adjustment has been made to correctly value the equity settled share based payments under the Black-Scholes model and include the correct historic vesting charges in the financial statements.

Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
1 January
31 December
2020
2020
£
£
Adjustments to prior year
Valuation of 2017 share options
-
-
Valuation of 2019 share warrants
-
-
Total adjustments
-
-
Equity as previously reported
3,789,570
3,780,909
Equity as adjusted
3,789,570
3,780,909
Analysis of the effect upon equity
Other reserves
130,644
130,644
Profit and loss reserves
(130,644)
(130,644)
-
-
Reconciliation of changes in loss for the previous financial period
2020
£
Total adjustments
-
Loss as previously reported
(8,661)
Loss as adjusted
(8,661)
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