COMBAT_MEDICAL_HOLDINGS_L - Accounts

Company registration number 10743075 (England and Wales)
COMBAT MEDICAL HOLDINGS LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
COMBAT MEDICAL HOLDINGS LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
Notes to the financial statements
2 - 8
COMBAT MEDICAL HOLDINGS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
4
291
291
Current assets
Debtors
6
5,188,300
4,236,984
Cash at bank and in hand
965,256
574,431
6,153,556
4,811,415
Creditors: amounts falling due within one year
7
(203,618)
(159,637)
Net current assets
5,949,938
4,651,778
Total assets less current liabilities
5,950,229
4,652,069
Creditors: amounts falling due after more than one year
8
(368,055)
-
0
Net assets
5,582,174
4,652,069
Capital and reserves
Called up share capital
9
268
259
Share premium account
5,823,008
4,836,960
Other reserves
210,165
197,039
Profit and loss reserves
(451,267)
(382,189)
Total equity
5,582,174
4,652,069

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 13 September 2023 and are signed on its behalf by:
Mr E Bruce-White
Director
Company registration number 10743075 (England and Wales)
COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
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 Office, Lamer Lane, Wheathampstead, St Albans, Hertfordshire, 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
Going concern

We believe that the company's financial statements should be prepared on a going concern basis on the grounds that current and future sources of funding or support will be more than adequate for the company's needs. We have considered a period of twelve months from the date of approval of the financial statements. We believe that no further disclosures relating to the company's ability to continue as a going concern need to be made in the financial statements.true

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 at bank and in hand only.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
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

Basic financial assets, which include amounts owed by group undertakings 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.

Basic financial liabilities

Basic financial liabilities, including trade creditors, taxation and social security and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

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

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.8
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9
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.

 

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.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share options

The company has granted share options. The options have been calculated using the Black-Scholes model which requires judgement in determining and assessing key assumptions and therefore results in some estimation uncertainty.

Amounts owed by group undertakings

Amounts owed by group undertakings are deemed recoverable by the directors on the basis of the expected future performance of the group. The directors therefore believe that no impairment is necessary.

3
Employees

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

2022
2021
Number
Number
Total
-
0
-
0
4
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
291
291
COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Combat Medical Limited
1
Ordinary
100.00
-
Biosurgical SL
2
Ordinary
100.00
-
Combat Medical North America Inc
3
Ordinary
100.00
-
Combat Medical SL
2
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 and Combat Medical SL are companies incorporated in Spain and have registered offices of Carretera De Torrejon, 28864 Ajalvir
3
Combat Medical North America Inc is a company incorporated in the USA and has a registered office of 108 West 13th Street, Wilmington, New Castle County, Delaware 19801.
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
5,188,300
4,236,984
7
Creditors: amounts falling due within one year
2022
2021
£
£
Other borrowings
113,248
-
0
Trade creditors
78,425
88,476
Taxation and social security
8,365
6,096
Other creditors
3,580
65,065
203,618
159,637
8
Creditors: amounts falling due after more than one year
2022
2021
£
£
Other borrowings
368,055
-
0

Other borrowings represent a loan secured by a fixed and floating charge dated 11 March 2022 over all property or undertaking of the company, with the lender also in receipt of a cross guarantee from the subsidiary company. The loan is being repaid over a term of 54 months with interest charged at 10% over base rate per annum.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
2,677,014
2,589,756
268
259

During the year, the company issued 87,258 ordinary shares for a total consideration of £986,057.

10
Financial commitments, guarantees and contingent liabilities

The company is party to a cross-guarantee, securing loan facilities of up to £1,500,000 for certain members of the Combat Medical Holdings Limited group. At 31 December 2022, £1,481,303 was outstanding (2021 - £812,013).

11
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.

12
Share-based payment transactions
Number of share options/warrants
Weighted average exercise price
2022
2021
2022
2021
Number
Number
£
£
Outstanding at 1 January 2022
528,599
290,652
3.22
4.14
Granted
1,843
237,947
4.31
2.10
Lapsed
(17,607)
-
0
2.02
-
0
Outstanding at 31 December 2022
512,835
528,599
3.26
3.22
Exercisable at 31 December 2022
455,941
427,648
3.40
3.48

The options/warrants outstanding at 31 December 2022 had an exercise price ranging from £1 to £11.28, and a remaining contractual life ranging from 4.64 to 8.50 years.

Inputs were as follows:
2022
2021
Weighted average share price
1.00
1.00
Weighted average exercise price
3.26
3.22
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
0.82
0.82

During the year, the company recognised a charge of £13,126 (2021: £66,395) which related to equity settled share based payment transactions.

COMBAT MEDICAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
13
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.

Senior Statutory Auditor:
Robert Kempson ACA
Statutory Auditor:
Edwards
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