ACCOUNTS - Final Accounts


Caseware UK (AP4) 2022.0.179 2022.0.179 2022-08-312022-08-312022-08-31022021-09-01truefalse0falsefalse 12788382 2021-09-01 2022-08-31 12788382 2020-09-01 2021-08-31 12788382 2022-08-31 12788382 2021-08-31 12788382 2020-09-01 12788382 2 2021-09-01 2022-08-31 12788382 d:Director1 2021-09-01 2022-08-31 12788382 d:RegisteredOffice 2021-09-01 2022-08-31 12788382 e:PlantMachinery 2021-09-01 2022-08-31 12788382 e:MotorVehicles 2021-09-01 2022-08-31 12788382 e:FurnitureFittings 2021-09-01 2022-08-31 12788382 e:OfficeEquipment 2021-09-01 2022-08-31 12788382 e:OfficeEquipment 2022-08-31 12788382 e:OfficeEquipment 2021-08-31 12788382 e:OfficeEquipment e:OwnedOrFreeholdAssets 2021-09-01 2022-08-31 12788382 e:ComputerEquipment 2021-09-01 2022-08-31 12788382 e:ComputerEquipment 2022-08-31 12788382 e:ComputerEquipment 2021-08-31 12788382 e:ComputerEquipment e:OwnedOrFreeholdAssets 2021-09-01 2022-08-31 12788382 e:OwnedOrFreeholdAssets 2021-09-01 2022-08-31 12788382 e:PatentsTrademarksLicencesConcessionsSimilar 2021-09-01 2022-08-31 12788382 e:CurrentFinancialInstruments 2022-08-31 12788382 e:CurrentFinancialInstruments 2021-08-31 12788382 e:Non-currentFinancialInstruments 2022-08-31 12788382 e:Non-currentFinancialInstruments 2021-08-31 12788382 e:CurrentFinancialInstruments e:WithinOneYear 2022-08-31 12788382 e:CurrentFinancialInstruments e:WithinOneYear 2021-08-31 12788382 e:ShareCapital 2021-09-01 2022-08-31 12788382 e:ShareCapital 2022-08-31 12788382 e:ShareCapital 2021-08-31 12788382 e:ShareCapital 2020-09-01 12788382 e:MergerReserve 2021-09-01 2022-08-31 12788382 e:MergerReserve 2022-08-31 12788382 e:MergerReserve 2 2021-09-01 2022-08-31 12788382 e:MergerReserve 2021-08-31 12788382 e:MergerReserve 2020-09-01 12788382 e:RetainedEarningsAccumulatedLosses 2021-09-01 2022-08-31 12788382 e:RetainedEarningsAccumulatedLosses 2022-08-31 12788382 e:RetainedEarningsAccumulatedLosses 2 2021-09-01 2022-08-31 12788382 e:RetainedEarningsAccumulatedLosses 2020-09-01 2021-08-31 12788382 e:RetainedEarningsAccumulatedLosses 2021-08-31 12788382 e:RetainedEarningsAccumulatedLosses 2020-09-01 12788382 d:OrdinaryShareClass1 2021-09-01 2022-08-31 12788382 d:OrdinaryShareClass1 2022-08-31 12788382 d:OrdinaryShareClass1 2021-08-31 12788382 d:FRS102 2021-09-01 2022-08-31 12788382 d:Audited 2021-09-01 2022-08-31 12788382 d:FullAccounts 2021-09-01 2022-08-31 12788382 d:PrivateLimitedCompanyLtd 2021-09-01 2022-08-31 12788382 e:Subsidiary1 2021-09-01 2022-08-31 12788382 e:Subsidiary1 1 2021-09-01 2022-08-31 12788382 e:Subsidiary2 2021-09-01 2022-08-31 12788382 e:Subsidiary2 1 2021-09-01 2022-08-31 12788382 e:Subsidiary3 2021-09-01 2022-08-31 12788382 e:Subsidiary3 1 2021-09-01 2022-08-31 12788382 e:Subsidiary4 2021-09-01 2022-08-31 12788382 e:Subsidiary4 1 2021-09-01 2022-08-31 12788382 e:WithinOneYear 2022-08-31 12788382 e:WithinOneYear 2021-08-31 12788382 e:BetweenOneFiveYears 2022-08-31 12788382 e:BetweenOneFiveYears 2021-08-31 12788382 d:Consolidated 2022-08-31 12788382 d:ConsolidatedGroupCompanyAccounts 2021-09-01 2022-08-31 12788382 2 2021-09-01 2022-08-31 12788382 6 2021-09-01 2022-08-31 12788382 e:ShareCapital 2 2021-09-01 2022-08-31 12788382 e:EntitiesControlledByKeyManagementPersonnel e:ManagementRechargesServices 2021-09-01 2022-08-31 12788382 e:EntitiesControlledByKeyManagementPersonnel e:ManagementRechargesServices 2020-09-01 2021-08-31 12788382 e:EntitiesControlledByKeyManagementPersonnel e:ManagementRechargesServices 2022-08-31 12788382 e:EntitiesControlledByKeyManagementPersonnel e:ManagementRechargesServices 2021-08-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12788382









BMG (BRITISH MEDICAL GROUP) LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2022

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
COMPANY INFORMATION


DIRECTOR
R T Gros 




REGISTERED NUMBER
12788382



REGISTERED OFFICE
Part First Floor
Bateman House

82-88 Hills Road

Cambridge

CB2 1LQ




INDEPENDENT AUDITORS
Peters Elworthy & Moore
Chartered Accountants & Statutory Auditors

Salisbury House

Station Road

Cambridge

CB1 2LA





 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 4
Director's Report
 
5 - 6
Independent Auditors' Report
 
7 - 10
Consolidated Profit and Loss Account
 
11
Consolidated Balance Sheet
 
12 - 13
Company Balance Sheet
 
14
Consolidated Statement of Changes in Equity
 
15
Company Statement of Changes in Equity
 
16
Consolidated Statement of Cash Flows
 
17 - 18
Consolidated Analysis of Net Debt
 
19
Notes to the Financial Statements
 
20 - 39


 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2022

INTRODUCTION
 
The directors present the strategic report and financial statements for the period ended 31 August 2022.

BUSINESS REVIEW
 
In January 2022 a reorganisation of entities owned by the shareholder was effected, creating a Group structure.
  
The principal activity of the company during the year was to act as the ultimate parent company for the BMG (British Medical Group) Limited, group of companies which are research & development and medical device manufacturing companies, where expert scientists create new technologies.  Our mission is to advance science in practical applications and licence technologies to allow them to achieve their potential. We invent, test and supply medical device innovations and have developed breakthrough antimicrobial technology, for example in our X111 dye which we have licenced to Hartalega for use in their medical examination gloves (AMG).   The Company has made substantial investment into the research and development of medical products and devices. The Company intends to continue to reinvest its profits to ensure that it can continue to support investment in the medical world; to help make a difference and to positively impact health, safety, protection and wellbeing of the population. The Company recognises that this is a sizable challenge and is prepared to consider joint ventures with appropriate parties if the relevant project and opportunity is presented.   
During this period the Group returned its focus to innovation and research & development from other revenue streams.
  
Royalties received from AMG were lower this year as global demand for personal protective equipment decreased as a result of increased pressure in the global markets due to overproduction and stockpiling during the pandemic.  This has resulted in a decrease in royalties during this period.
In this financial year revenues remained steady in regards to our X111 dye and development continues on applying our technologies to other personal protective equipment.
Further and other applications have been developed during this period including some patents granted. In addition, the contract testing laboratory (a) has expanded and implemented various processes and procedures to maintain the quality of its products and its services; and (b) is increasing its external commercial work and progressing towards UKAS accreditation. 
  
BMG provides management services to its subsidiaries including the provision of premises, employment and administrative duties.  

PRINCIPAL RISKS AND UNCERTAINTIES
 
The principal risks and uncertainties facing the Group are discussed below:
Financial risk management
Credit risk
The Group is exposed to credit risk from credit sales. It is our intention to enhance the assessment of the credit risk of customers and to factor the information from this assessment into future dealings with those customers, therefore mitigating the risk. The Group is concerned that the economy may expose it to various challenges, including the collection of monies on sales. As part of this, it will look to enhance its credit control procedures. 
Liquidity risk
The Group actively manages its finances by reviewing cash flows, performance against budget and the availability of working capital to ensure that it has sufficient available funds for its operations.
 
Page 1

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022


Interest rate risk
The Group monitors all interest bearing assets and liabilities and their financial impact.
Foreign exchange risk
The Group is exposed to foreign exchange fluctuation risk through expanding activities with overseas customers. Where possible, the group mitigates these risks by denominating contracts in stable currencies, monitoring foreign exchange movements and planning accordingly.
Operational risk management
Project risk
During the COVID-19 pandemic, project and financial risk to the Group was extremely high. There were significant challenges, including the sourcing, procurement  and distribution of supplies (in competition with others seeking the same supplies) where there was substantial shortages.  However, the current position has changed and no exceptional project risks were identified in this period. The Group continues to introduce innovations into highly regulated commercial environments. Commercial and / or regulatory acceptance of such innovations can never be guaranteed. The Group proactively manages such risks and evaluates opportunities and compliance.
Management and staff risk
All employees within the Group have transferred from a subsidiary entity during this period. BMG has increased employee numbers helping to mitigate the risks inherent in a rapidly growing business and reduce reliance on a few key individuals.  We have also reviewed our employee benefit scheme in  order to improve staff retention to provide further longer term resilience.

FINANCIAL KEY PERFORMANCE INDICATORS
 
ole7694.png

Page 2

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022

FUTURE DEVELOPMENTS
 
The entities within the Group have performed robustly and have strong momentum going into 2023 from new contract wins and further scientific developments.  

DIRECTOR'S STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
 
The Director of the company has a duty to promote the success of the company. The director of the company must act in the way they consider, in good faith, to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:

the likely consequences of any decision in the long term;
the interests of the Group's employees;
the need to foster the Group's business relationships with suppliers, customers and others;
the impact of the Group's operations on the community and the environment;
the desirability of the Group to maintain a reputation for high standards of business conduct; and
the need to act fairly between members of the Group.

The Director is committed to developing and maintaining a governance framework that is appropriate to the business and supports effective decision making coupled with robust oversight of risks and internal controls.
We describe how the director considers these factors in their decision making below:

Employees
Our employees help maintain a competitive advantage and meet the changing demands of the industry. We seek to actively engage to ensure that we are fostering an environment that they are happy to work in. The Director and the managers maintain open communications with the team and engage in monthly catchup meetings with direct reports where any issues can be raised.  

Suppliers 
Our suppliers are fundamental to the quality of the service provided and to ensure that the Group meets the high standard of conduct required.  We engage regularly with our suppliers and also make sure we are constantly reviewing their performance to make sure they remain competitive, so that this in turn can be passed on to our customers.   

Customers 
Our customers generate value and a positive reputation in the business.  We build strong lines of communications with our customers in order to understand their needs and we arrange regular catchups with key personnel in order to maintain that line of communication and allow a forum for them to raise any queries or concerns.    .

Long term consequences of actions
Where possible the director considers the possible long-term consequences of any proposed course of action, including safety and financial impacts and reputation with all stakeholders.  
The interests of the Group’s employees
We have been delighted by the positive way in which our team has responded to our growth opportunities, the challenges they bring, and the level of engagement they have demonstrated. 
 
Page 3

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022


Relationships with suppliers and customers
The Group specialises in working with regulated contractors.  The Group enjoys constructive relationships with its customers based largely on the values that have long been part of who we are. We aim to have multiple points of contact with each client to ensure that we remain aligned with their expectations. Our independence as a business allows us to prioritise senior relationship-building, making sure that we are accessible, and committed to doing what we say.  
Our supplier base is wide and includes frameworks negotiated by our clients as well as ourselves. As with our customers, many relationships are long-standing, and we recognise the importance of our supply chain to the success of the business. We aim to treat all suppliers equally, and most importantly to pay them in line with contractual terms.  
Impact on the community and the environment
Our business is developing novel technologies and producing products that impact not just the healthcare industry, but the wider community as a whole by minimizing the spread of viruses.   
Our business model as a whole has very little impact on the environment. 
The Group continues to expand operations at our technical facility in Daresbury, Cheshire. Daresbury is in the borough of Halton, which is in the bottom 10% of deprived local authority areas in England. In this period we have increased our Daresbury headcount to five and will continue to provide further employment opportunities there.
Business conduct
As outlined in the statements above, the director of the company places a high value on the reputation of the business.
Acting fairly between members
The business has a sole shareholder who is also the sole director.  This individual makes decisions regarding the running of the business. 



This report was approved by the board and signed on its behalf by:



R T Gros
Director

Date: 7 August 2023

Page 4

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 AUGUST 2022

The director presents his report and the financial statements for the year ended 31 August 2022.

PRINCIPAL ACTIVITY

The principal activity of the Group was that of developing intellectual property around the antimicrobial technologies.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £1,822,684 (2021 - profit £24,724,888).

During the year dividends amounting to £2,000,000 (2021 - £NIL) were paid.  No dividends have been declared subsequent to the year end.

DIRECTOR

The director who served during the year was:

R T Gros 

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 5

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

As the Group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

MATTERS COVERED IN THE STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties, key performance indicators, future developments, stakeholder engagement and employee and other stakeholder engagements.

DISCLOSURE OF INFORMATION TO AUDITORS

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

AUDITORS

The auditorsPeters Elworthy & Moorewill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf by:
 





R T Gros
Director

Date: 7 August 2023

Page 6

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BMG (BRITISH MEDICAL GROUP) LIMITED
 

OPINION


We have audited the financial statements of BMG (British Medical Group) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 August 2022, which comprise the Group Profit and Loss Account, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 August 2022 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


CONCLUSIONS RELATING TO GOING CONCERN


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The director is responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Page 7

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BMG (BRITISH MEDICAL GROUP) LIMITED (CONTINUED)


We have nothing to report in this regard.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Director's Responsibilities Statement set out on page 5, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the director is responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Page 8

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BMG (BRITISH MEDICAL GROUP) LIMITED (CONTINUED)


Our approach to identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the senior statutory auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

we identified the laws and regulations applicable to the Group through discussions with the director and other management, and from our knowledge and experience of the sector;
we obtained an understanding of the legal and regulatory framework applicable to the Group and how the Group is complying with that framework;
we obtained an understanding of the Group’s policies and procedures on compliance with laws and regulations, including documentation of any instances of non-compliance;
we identified which laws and regulations were significant in the context of the Group. The Laws and regulations we considered in this context were Companies Act 2006 and taxation legislation. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items;
in addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the Group’s ability to operate or to avoid material penalty; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we;

tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policy were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


Page 9

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BMG (BRITISH MEDICAL GROUP) LIMITED (CONTINUED)


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


OTHER MATTERS - COMPARATIVES
 

The financial statements of BMG (British Medical Group) Limited and its subsidiaries, Sanitas Healthcare Limited, Virologica Limited and Groslands Limited which are consolidated into these financial statements were unaudited for the period ended 31 December 2021 as the Companies were small and eligible for audit exemption. Accordingly the comparative information related to these entities were not subject to audit.


USE OF OUR REPORT
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Sean McCann (Senior Statutory Auditor)
  
for and on behalf of
Peters Elworthy & Moore
 
Chartered Accountants
Statutory Auditors
  
Salisbury House
Station Road
Cambridge
CB1 2LA

7 August 2023
Page 10

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2022

2022
Unaudited 2021
Note
£
£

  

Turnover
 4 
479,303
85,750,816

Cost of sales
  
(83,361)
(51,562,672)

GROSS PROFIT
  
395,942
34,188,144

Administrative expenses
  
(2,278,937)
(3,113,651)

Other operating income
  
115,964
-

Fair value movements
  
(399,549)
(312,008)

OPERATING (LOSS)/PROFIT
 6 
(2,166,580)
30,762,485

Interest receivable and similar income
 10 
161,635
171,763

Interest payable and similar expenses
 11 
-
(99,533)

Other finance income
  
5,911
-

PROFIT BEFORE TAX
  
(1,999,034)
30,834,715

Tax on (loss)/profit
 12 
176,350
(6,109,827)

PROFIT FOR THE FINANCIAL YEAR
  
(1,822,684)
24,724,888

PROFIT FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent
  
(1,822,684)
24,724,888

There were no recognised gains and losses for 2022 or 2021 other than those included in the consolidated profit and loss account.

The notes on pages 20 to 39 form part of these financial statements.

Page 11

 
BMG (BRITISH MEDICAL GROUP) LIMITED
REGISTERED NUMBER: 12788382

CONSOLIDATED BALANCE SHEET
AS AT 31 AUGUST 2022

2022
2022
Unaudited 2021
Unaudited 2021
Note
£
£
£
£

FIXED ASSETS
  

Intangible assets
 14 
1,611
-

Tangible assets
 15 
425,143
580,086

Investments
 16 
166,952
677,986

Investment property
 17 
2,615,000
2,319,366

  
3,208,706
3,577,438

CURRENT ASSETS
  

Stocks
 18 
24,557
-

Debtors: amounts falling due after more than one year
 19 
64,348
-

Debtors: amounts falling due within one year
 19 
2,166,182
9,883,358

Cash at bank and in hand
 20 
38,544,132
46,229,912

  
40,799,219
56,113,270

Creditors: amounts falling due within one year
 21 
(4,915,242)
(9,773,683)

NET CURRENT ASSETS
  
 
 
35,883,977
 
 
46,339,587

TOTAL ASSETS LESS CURRENT LIABILITIES
  
39,092,683
49,917,025

PROVISIONS FOR LIABILITIES
  

Deferred taxation
 22 
(59,108)
(60,766)

NET ASSETS
  
39,033,575
49,856,259


CAPITAL AND RESERVES
  

Called up share capital 
 23 
100
1

Merger reserve
 24 
(95)
4

Profit and loss account
 24 
39,033,570
49,856,254

  
39,033,575
49,856,259


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R T Gros
Director
Date: 7 August 2023

The notes on pages 20 to 39 form part of these financial statements.
Page 12

 
BMG (BRITISH MEDICAL GROUP) LIMITED
REGISTERED NUMBER: 12788382
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2022


Page 13

 
BMG (BRITISH MEDICAL GROUP) LIMITED
REGISTERED NUMBER: 12788382

COMPANY BALANCE SHEET
AS AT 31 AUGUST 2022

2022
2022
Unaudited 2021
Unaudited 2021
Note
£
£
£
£

FIXED ASSETS
  

Tangible assets
 15 
6,705
-

Investments
 16 
1,110,821
-

  
1,117,526
-

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 19 
112,538
-

Cash at bank and in hand
 20 
38,520,081
-

  
38,632,619
-

Creditors: amounts falling due within one year
 21 
(751,361)
(2,896)

NET CURRENT ASSETS/(LIABILITIES)
  
 
 
37,881,258
 
 
(2,896)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
38,998,784
(2,896)

  

  

NET ASSETS/(LIABILITIES)
  
38,998,784
(2,896)


CAPITAL AND RESERVES
  

Called up share capital 
 23 
100
1

Merger reserve
 24 
1,110,722
-

Profit and loss account
 24 
37,887,962
(2,897)

  
38,998,784
(2,896)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R T Gros
Director

Date: 7 August 2023

The notes on pages 20 to 39 form part of these financial statements.

Page 14

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


AT 1 SEPTEMBER 2020
1
-
25,131,366
25,131,367



Profit for the year
-
-
24,724,888
24,724,888

Movement on group restructuring
-
4
-
4



AT 1 SEPTEMBER 2021
1
4
49,856,254
49,856,259



Loss for the year
-
-
(1,822,684)
(1,822,684)

Dividends
-
-
(9,000,000)
(9,000,000)

Shares issued during the year
99
-
-
99

Movement on group restructuring
-
(99)
-
(99)


AT 31 AUGUST 2022
100
(95)
39,033,570
39,033,575


The notes on pages 20 to 39 form part of these financial statements.

Page 15

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


AT 3 SEPTEMBER 2020
1
-
(425)
(424)



Loss for the year
-
-
(2,472)
(2,472)



AT 1 SEPTEMBER 2021
1
-
(2,897)
(2,896)



Loss for the year

-
-
(15,646,357)
(15,646,357)

Dividends
-
-
(2,000,000)
(2,000,000)

Shares issued during the year
99
-
-
99

Transfer to/from profit and loss account
-
(55,537,216)
55,537,216
-

Movement on group restructuring
-
56,647,938
-
56,647,938


AT 31 AUGUST 2022
100
1,110,722
37,887,962
38,998,784


The notes on pages 20 to 39 form part of these financial statements.

Page 16

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2022

2022
Unaudited 2021
£
£

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/profit for the year
(1,822,684)
24,724,888

ADJUSTMENTS FOR:

Amortisation of intangible assets
389
-

Depreciation of tangible assets
197,851
157,172

Loss on disposal of tangible assets
(63,277)
-

Interest paid
-
99,533

Interest received
(161,635)
(171,763)

Taxation charge
(176,350)
6,109,827

(Increase)/decrease in stocks
(24,557)
99,030

Decrease in debtors
8,121,775
98,033,279

Increase/(decrease) in creditors
420,621
(91,790,098)

Net fair value losses recognised in P&L
399,549
-

Corporation tax (paid)
(5,283,414)
(6,523,769)

Other gains and losses
-
312,008

Loan write off
-
272,650

NET CASH GENERATED FROM OPERATING ACTIVITIES

1,608,268
31,322,757


CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangible fixed assets
(2,000)
-

Purchase of tangible fixed assets
(319,578)
(364,611)

Sale of tangible fixed assets
49,945
-

Purchase of investment properties
(184,149)
(2,319,366)

Purchase of listed investments
-
(989,994)

Interest received
161,635
171,763

NET CASH FROM INVESTING ACTIVITIES

(294,147)
(3,502,208)

CASH FLOWS FROM FINANCING ACTIVITIES
Page 17

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022


2022
2021

£
£



Issue of ordinary shares
99
-

Dividends paid
(9,000,000)
-

Interest paid
-
(99,533)

NET CASH USED IN FINANCING ACTIVITIES
(8,999,901)
(99,533)

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(7,685,780)
27,721,016

Cash and cash equivalents at beginning of year
46,229,912
18,508,896

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
38,544,132
46,229,912


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
38,544,132
46,229,912

38,544,132
46,229,912


The notes on pages 20 to 39 form part of these financial statements.

Page 18

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 AUGUST 2022




At 1 September 2021
Cash flows
At 31 August 2022
£

£

£

Cash at bank and in hand

46,229,912

(7,685,780)

38,544,132

Debt due within 1 year

-

(558,069)

(558,069)



46,229,912
(8,243,849)
37,986,063

The notes on pages 20 to 39 form part of these financial statements.

Page 19

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

1.


GENERAL INFORMATION

BMG (British Medical Group) Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is Part First Floor, Bateman House, 82-88 Hills Road, Cambridge CB2 1LQ.
The Company's principal activities and nature of its operations are disclosed in the Director's report.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the merger accounting basis. The results of subsidiary undertakings disposed of during the year are excluded from the Statement of Comprehensive Income from the date of disposal. The results of subsidiary undertakings are adjusted, if required, to conform to Group accounting policies.
Merger accounting - combination with subsidiary entities
On 25 January 2022, BMG (British Medical Group) Limited undertook a common control combination, through the issue of new ordinary shares in exchange for 100% of the Ordinary shares in Chemical Intelligence Limited, Sanitas Healthcare Limited, Virologica Limited and Groslands Limited. The director considered the business combination to be a common control combination, as the combining entities were utlimately controlled by the same parties both before and after the combination and the common control was not transitory. As a common control combination, the transaction was outside the scope of FRS 102 Section 19 ("Business Combinations and Goodwill") and the director therefore considered that given the nature of the transaction, the merger accounting method would be most appropriate for preparing these financial statements.
The merger accounting method results in presentation of the consolidated financial information for the Group as if the current structure had always existed, including comparative information for prior period. This method involves accounting for the assets and liabilities of the acquired businesses using existing carrying values rather than at fair values and as a result, no goodwill arises on the combination. The use of the merger accounting method also gives rise to a "merger reserve", which represents the share premium of the subsidiaries on consolidation.

Page 20

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.ACCOUNTING POLICIES (CONTINUED)

 
2.3

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.4

TURNOVER

Turnover comprises revenue recognised by the Group in respect of the development of intellectual property around antimicrobial technologies in the year exclusive of Value Added Tax. Turnover is recognised as the fair value of the consideration received or receivable. 
Turnover 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 goods), the amount of the revenure can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred in respect of the transaction can be measured reliably.
Royalty income is recognised on an accruals basis and is presented within turnover.

 
2.5

OPERATING LEASES

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

Page 21

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.ACCOUNTING POLICIES (CONTINUED)

 
2.8

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 22

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.ACCOUNTING POLICIES (CONTINUED)

 
2.10

INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Company website
-
3
years

 
2.11

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
20%
per annum
Motor vehicles
-
25%
per annum
Fixtures and fittings
-
20%
per annum
Office equipment
-
20%
per annum
Computer equipment
-
20%
per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

INVESTMENT PROPERTY

Investment property is carried at fair value determined annually by management and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.13

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 23

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.ACCOUNTING POLICIES (CONTINUED)

 
2.14

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

DEBTORS

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

 
2.16

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

CREDITORS

Short-term creditors are measured at the transaction 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.

 
2.18

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

 
2.19

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 24

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, the director is 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. Revisons 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 period where the revision affects both current and future periods. Key sources of estimation uncertainty relating to these financial statements are:
Investment property - Properties are revalued to their fair value at the reporting date by management, with the fair value based on professional advice received.


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2022
Unaudited 2021
£
£

Sale of goods
192,870
85,660,159

Royalties
54,970
90,657

Management fees
231,463
-

479,303
85,750,816


Analysis of turnover by country of destination:

2022
Unaudtied 2021
£
£

United Kingdom
335,553
85,725,905

Rest of the world
143,750
24,911

479,303
85,750,816


Page 25

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

5.


OTHER OPERATING INCOME

2022
Unaudited 2021
£
£

Other operating income
115,964
-

115,964
-



6.


OPERATING (LOSS)/PROFIT

The operating (loss)/profit is stated after charging:

2022
Unaudited 2021
£
£

Research & development charged as an expense
64,569
210,403

Exchange differences
28,833
293,848

Other operating lease rentals
87,517
66,255

(5,885)
(437,996)


7.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors and their associates:


2022
Unaudited 2021
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
7,950
-

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of associates of the Company
37,500
23,350

All non-audit services not included above
14,850
-

Page 26

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

8.


EMPLOYEES

Staff costs, including director's remuneration, were as follows:


Group
Group
Company
Company
2022
Unaudited 2021
2022
Unaudited 2021
£
£
£
£


Wages and salaries
595,910
369,077
58,707
-

Social security costs
73,247
38,102
7,133
-

Cost of defined contribution scheme
12,893
5,894
1,405
-

682,050
413,073
67,245
-


The average monthly number of employees, including the director, during the year was as follows:



Group
Group
Company
Company
        2022
   Unaudited 2021
        2022
   Unaudited 2021
            No.
            No.
            No.
            No.









Employees
11
5
2
-


9.


DIRECTOR'S REMUNERATION

2022
Unaudited 2021
£
£

Director's emoluments
104,834
78,018



10.


INTEREST RECEIVABLE

2022
Unaudited 2021
£
£


Other interest receivable
161,635
171,763

Page 27

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

11.


INTEREST PAYABLE AND SIMILAR EXPENSES

2022
Unaudited 2021
£
£


Other interest payable
-
99,533


12.


TAXATION


2022
Unaudited 2021
£
£

CORPORATION TAX


Current tax on profits for the year
(183,906)
6,121,752

Adjustments in respect of previous periods
4,817
(67,501)

(179,089)
6,054,251

FOREIGN TAX


Foreign tax on income for the year
4,397
-

TOTAL CURRENT TAX
(174,692)
6,054,251

DEFERRED TAX


Origination and reversal of timing differences
(15,436)
53,937

Changes to tax rates
-
1,639

Capital gains
27,871
-

Losses
(14,093)
-

TOTAL DEFERRED TAX
(1,658)
55,576


TAXATION ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES
(176,350)
6,109,827
Page 28

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
 
12.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
Unaudited 2021
£
£


(Loss)/profit on ordinary activities before tax
(1,999,034)
30,834,715


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(379,816)
5,858,596

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
19,783
41,673

Fixed asset differences
(18,203)
14,173

Adjustments to tax charge in respect of prior periods
4,817
(67,501)

Short-term timing difference leading to an increase (decrease) in taxation
343
171

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(42,405)
36,178

Witholding tax
4,397
-

Unrelieved tax losses carried forward
38,231
38,711

Fair value movements
97,096
59,282

Utilisation of tax losses
(2,557)
(752)

Impairment of debtor balances
101,964
129,296

TOTAL TAX CHARGE FOR THE YEAR
(176,350)
6,109,827


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The Group has tax losses amounting to £553,891 (2021 - £296,306) that are available to be offset against future taxable profits.  A deferred tax asset has not been included in relation to these losses. 


13.


DIVIDENDS

2022
Unaudited 2021
£
£


Dividends paid
9,000,000
-

Page 29

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

14.


INTANGIBLE ASSETS

GROUP





Computer software

£



COST


Additions
2,000



At 31 August 2022

2,000



AMORTISATION


Charge for the year on owned assets
389



At 31 August 2022

389



NET BOOK VALUE



At 31 August 2022
1,611



At 31 August 2021
-



Page 30

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

15.


TANGIBLE FIXED ASSETS

GROUP






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



COST OR VALUATION


At 1 September 2021
-
11,707
757,649
-
74,498
843,854


Additions
140,895
17,820
64,315
17,865
78,683
319,578


Disposals
-
-
(380,938)
-
-
(380,938)



At 31 August 2022

140,895
29,527
441,026
17,865
153,181
782,494



DEPRECIATION


At 1 September 2021
-
6,080
216,256
-
41,432
263,768


Charge for the year on owned assets
-
4,392
170,222
1,403
21,836
197,853


Disposals
-
-
(104,270)
-
-
(104,270)



At 31 August 2022

-
10,472
282,208
1,403
63,268
357,351



NET BOOK VALUE



At 31 August 2022
140,895
19,055
158,818
16,462
89,913
425,143



At 31 August 2021
-
5,627
541,393
-
33,066
580,086

Page 31

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

           15.TANGIBLE FIXED ASSETS (CONTINUED)


COMPANY






Office equipment
Computer equipment
Total

£
£
£

COST OR VALUATION


Additions
5,529
1,444
6,973



At 31 August 2022

5,529
1,444
6,973



DEPRECIATION


Charge for the year on owned assets
184
84
268



At 31 August 2022

184
84
268



NET BOOK VALUE



At 31 August 2022
5,345
1,360
6,705



At 31 August 2021
-
-
-






Page 32

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

16.


FIXED ASSET INVESTMENTS

GROUP





Listed investments

£



COST OR VALUATION


At 1 September 2021
677,986



At 31 August 2022

677,986



IMPAIRMENT


Revaluations
511,034



At 31 August 2022

511,034



NET BOOK VALUE



At 31 August 2022
166,952



At 31 August 2021
677,986

Page 33

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
COMPANY





Investments in subsidiary companies

£



COST OR VALUATION


Additions
56,648,037



At 31 August 2022

56,648,037



IMPAIRMENT


Charge for the period
55,537,216



At 31 August 2022

55,537,216



NET BOOK VALUE



At 31 August 2022
1,110,821



At 31 August 2021
-

On 25 January 2022, the Company acquired the entire share capital of Chemical Intelligence Limited, Sanitas Healthcare Limited, Virologica Limited and Groslands Limited (each company containing 1 Ordinary share of £1 each) via a share for share exchange as disclosed in note 23.
All group entities share the same registered office of Part First Floor, Bateman House, 82-88 Hills Road, Cambridge, CB2 1LQ.


SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Chemical Intelligence Limited
Ordinary
100%
Sanitas Healthcare Limited
Ordinary
100%
Virologica Limited
Ordinary
100%
Groslands Limited
Ordinary
100%

Page 34

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

17.


INVESTMENT PROPERTY

Group


Freehold investment property

£



VALUATION


At 1 September 2021
2,319,366


Additions at cost
184,149


Surplus on revaluation
111,485



AT 31 AUGUST 2022
2,615,000

The 2022 valuations were made by management based on professional advice received, on an open market value for existing use basis.







18.


STOCKS

Group
Group
2022
Unaudited 2021
£
£

Finished goods and goods for resale
24,557
-

24,557
-


Page 35

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

19.


DEBTORS

Group
Group
Company
Company
2022
Unaudited 2021
2022
Unaudited 2021
£
£
£
£

DUE AFTER MORE THAN ONE YEAR

Other debtors
64,348
-
-
-

64,348
-
-
-


Group
Group
Company
Company
2022
Unaudited 2021
2022
Unaudited 2021
£
£
£
£

DUE WITHIN ONE YEAR

Trade debtors
143,486
197,432
-
-

Amounts owed by group undertakings
-
-
51,533
-

Other debtors
1,722,809
9,436,840
59,950
-

Prepayments and accrued income
68,626
1,718
1,055
-

Tax recoverable
231,261
247,368
-
-

2,166,182
9,883,358
112,538
-



20.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2022
Unaudited 2021
2022
Unaudited 2021
£
£
£
£

Cash at bank and in hand
38,544,132
46,229,912
38,520,081
-

38,544,132
46,229,912
38,520,081
-


Page 36

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

21.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2022
Unaudited 2021
2022
Unaudited 2021
£
£
£
£

Trade creditors
1,373,159
1,506,071
11,454
-

Amounts owed to group undertakings
-
-
243,510
797

Corporation tax
-
5,279,062
-
-

Other taxation and social security
20,773
10,766
20,262
-

Other creditors
561,924
1,397
462,435
-

Accruals and deferred income
2,959,386
2,976,387
13,700
2,099

4,915,242
9,773,683
751,361
2,896



22.


DEFERRED TAXATION


Group



2022


£






At beginning of year
60,766


Charged to profit or loss
1,658



AT END OF YEAR
59,108

Group
Group
2022
2021
£
£

Accelerated capital allowances
45,365
61,116

Tax losses carried forward
14,093
-

Capital gains
(27,871)
-

Short term timing differences
(35)
(350)

59,108
60,766

Page 37

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

23.


SHARE CAPITAL

2022
2021
£
£
ALLOTTED, CALLED UP AND FULLY PAID



100 (2021 - 1) Ordinary shares shares of £1.00 each
100
1


On 25 January 2022, BMG (British Medical Group) Limited issued 99 shares of £1 each, for a total consideration of £56,648,037 which was settled via a share-for-share exchange for the entire ordinary share capital of Chemical Intelligence Limted, Sanitas Healthcare Limited, Virologica Limited and Groslands Limited.


24.


RESERVES

Merger Reserve

This reserve has arisen due to the use of the merger accounting basis for the preparation of these consolidated financial statements.


25.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £12,893 (2021 - £5,894) . Contributions totalling £3,763 (2021 - £1,397) were payable to the fund at the balance sheet date and are included in creditors.


26.


COMMITMENTS UNDER OPERATING LEASES

At 31 August 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Not later than 1 year
71,540
57,879
19,348
-

Later than 1 year and not later than 5 years
63,318
105,406
-
-

134,858
163,285
19,348
-
Page 38

 
BMG (BRITISH MEDICAL GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

27.


RELATED PARTY TRANSACTIONS

During the year the Group charged management and service charges amounting to £216,431 (2021 - £NIL) to a company under common control. At the year end £1,649,123 (2021 - £720,518) was owed by this company and a provision of £809,303 (2021 - £272,650) has been made against this balance.

Also at the year end, £200,000 (2021 - £5,993,674) was owed to the Group by the director of the company.

The Group deems its only key management personnel to be the director, therefore the remuneration of key management personnel is as disclosed in note 9.

All other related party transactions have taken place between wholly owned members of the group for which consolidated financial statements are prepared. These transactions are therefore not disclosed under the exemption provided by paragraph 33.1 A of FRS102.


28.


CONTROLLING PARTY

The ultimate controlling party is the director, Robert Gros by virtue of his 100% shareholding in the company.

 
Page 39