Zilico Limited
Zilico Limited
Registered number: 05724284
Unaudited Financial Statements
For The Year Ended 31 December 2023
Zilico Limited
Unaudited Financial Statements
For The Year Ended 31 December 2023
Unaudited Financial Statements
Contents | |
Page | |
---|---|
Statement of Financial Position | 1—2 |
Notes to the Financial Statements | 3—10 |
Zilico Limited
Statement of Financial Position
As At
31 December 2023
Statement of Financial Position
Registered number:
05724284
For the year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.
2023 | 2022 | ||||
---|---|---|---|---|---|
Notes | £ | £ | £ | £ | |
FIXED ASSETS | |||||
Tangible Assets | 5 |
|
|
||
|
|
||||
CURRENT ASSETS | |||||
Stocks | 6 |
|
|
||
Debtors | 7 |
|
|
||
Cash at bank and in hand |
|
|
|||
|
|
||||
Creditors: Amounts Falling Due Within One Year | 8 |
( |
( |
||
NET CURRENT ASSETS (LIABILITIES) |
|
( |
|||
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
|
|||
Creditors: Amounts Falling Due After More Than One Year | 9 |
( |
( |
||
NET ASSETS |
|
|
|||
CAPITAL AND RESERVES | |||||
Called up share capital | 10 |
|
|
||
Share premium account |
|
|
|||
Other reserves |
|
|
|||
Income Statement |
( |
( |
|||
SHAREHOLDERS' FUNDS | 61,867 | 2,040 | |||
Zilico Limited
Statement of Financial Position (continued)
As At
31 December 2023
On behalf of the board
Director
|
|
The notes on pages 3 to 10 form part of these financial statements.
Zilico Limited
Notes to the Financial Statements
For The Year Ended 31 December 2023
Notes to the Financial Statements
1.
General Information
Zilico Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
05724284
. The registered office is The Medtech Centre Rutherford House Pencroft Way, Manchester Science Park, Manchester, M15 6SZ.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2.
Going Concern Disclosure
The company made a loss in the year of £150k (2022: £1.56m) and at the year-end had net assets of £62k (2022: £2k). In view of the stage of the development of the company, the losses continued to be funded by the issue of new share capital to existing investors. Those investors have expressed a willingness to continue to fund the business and have provided a written facility to provide such funding, the investors have supported the business since 2016.
These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company’s ability to continue as a going concern. The financial statements do not include any adjustments that would result if the company was unable to continue as a going concern.
2.3.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
2.4.
Intangible Fixed Assets and Amortisation - Intellectual Property
Amortisation
Intellectual property assets are externally acquired patents and are amortised in the income statement over there estimated economic life of 10 years.
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
2.5.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Plant & Machinery |
|
Fixtures & Fittings |
|
Computer Equipment |
|
2.6.
Leasing and Hire Purchase Contracts
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to income statement on a straight line basis over the period of the lease.
2.7.
Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
2.8.
Financial Instruments
2.8.
Financial Instruments - continued
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
...CONTINUED
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present
value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is
applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
2.9.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other year and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and asset reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
2.10.
Pensions
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2.11.
Government Grant
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
2.12.
Share-based payments
The company applied the transitional arrangements upon implementation of FRS 102 section 1A and have not recorded entries for options granted prior to the date of transition. These are disclosed in note 11.
Equity-settled share-based payment transactions are measured at fair value at the date of grant. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
2.13.
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.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 3 (2022: 11)
4.
Intangible Assets
Intellectual Property | |||
---|---|---|---|
£ | |||
Cost | |||
As at 1 January 2023 |
|
||
As at 31 December 2023 |
|
||
Amortisation | |||
As at 1 January 2023 |
|
||
As at 31 December 2023 |
|
||
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
5.
Tangible Assets
Plant & Machinery | Fixtures & Fittings | Computer Equipment | Total | |
---|---|---|---|---|
£ | £ | £ | £ | |
Cost | ||||
As at 1 January 2023 |
|
|
|
|
As at 31 December 2023 |
|
|
|
|
Depreciation | ||||
As at 1 January 2023 |
|
|
|
|
Provided during the period |
|
|
|
|
As at 31 December 2023 |
|
|
|
|
Net Book Value | ||||
As at 31 December 2023 |
|
|
|
|
As at 1 January 2023 |
|
|
|
|
6.
Stocks
2023 | 2022 | ||
---|---|---|---|
£ | £ | ||
Finished goods |
|
|
|
7.
Debtors
2023 | 2022 | ||
---|---|---|---|
£ | £ | ||
Due within one year | |||
Other debtors |
|
|
|
Corporation tax recoverable assets | - |
|
|
|
|
||
8.
Creditors: Amounts Falling Due Within One Year
2023 | 2022 | ||
---|---|---|---|
£ | £ | ||
Trade creditors |
|
|
|
Bank loans and overdrafts |
|
|
|
Other taxes and social security |
|
|
|
Other creditors |
|
|
|
Amounts owed to related parties | - |
|
|
|
|
||
The 2022 other creditors figure includes a net of costs of £94,596 of monies paid to the company in lieu of shares for a share allotment that was completed by the company on 9th January 2023, at 31st December 2023 this figure was £nil.
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
9.
Creditors: Amounts Falling Due After More Than One Year
2023 | 2022 | ||
---|---|---|---|
£ | £ | ||
Bank loans |
|
|
|
|
|
||
On 20 January 2021 the company took advantage of the Bounce Back Loan scheme being offered during the COVID-19 pandemic. The loan is for £10,689, is over 72 months with no repayments due within the first 12 months and attracts fixed interest at a rate of 2.5% per annum.
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
Share-based payments reserve
Details of the number and weighted average exercise prices (WAEP) of share options relating to equity-settled share based payments accounted for following the transition to FRS 102 section 1A are as follows:
2023 2022
No. WAEP No. WAEP
Outstanding at 1 January 2023 643,375 0.0001 643,375 0.0001
Granted during the year - 0.0001 - 0.0001
Exercised during the year - 0.0001 - 0.0001
Lapsed during the year - 0.0001 - 0.0001
Forfeited during the year (643,375) 0.0001 - 0.0001
───────── ───── ─────── ─────
Outstanding at 31 December 2023 - 0.0001 643,375 0.0001
═════════ ═════ ═══════ ═════
No options (2022: 95,500 options) granted prior to the transition to FRS102 Section 1A remain outstanding at the year end.
The weighted average exercise prices (WAEP) of the share options are based on an estimate of fair value using entity-specific observable market data obtained from recent transactions in the acquisition of shares in the company.
The total expense recognised in profit or loss for the year is as follows:
2023 2022
£ £
Equity-settled share-based payments 36 9,836
Share options exercised in the year - -
Share options forfeited in the year (437,740) -
───────── ────────
(437,740) 9,836
═════════ ════════
Company share option schemes
2013 Option Scheme
On 10 September 2013 the company granted 10 employees and non-employees options over a total of 404,035 Class B Ordinary shares at an exercise price of £0.0001 per share. These options are exercisable up to ten years from the date of grant. The options may be exercised during this ten year period subject to specific vesting conditions being met.
In the event of takeover, floatation, management buy-out, voluntary winding-up, or sale of trade and assets of the company, all options become exercisable and must be exercised.
On 16 November 2017 two employees signed a deed to surrender the right to acquire a total of 268,500 Class B Ordinary shares.
During the year 95,500 Class B Ordinary shares granted to one employee and two non-employees lapsed.
1,000 Class B Ordinary shares granted to one employee was forfeited in a prior year.
No options were exercised during the year (39,035 were exercised during a prior year).
No options remain from this scheme at the year end.
2016 Option Scheme
On 26 September 2016 the company granted 7 employees and non-employees options over a total of 192,000 Class B Ordinary shares at an exercise price of £0.0001 per share. These options are exercisable up to ten years from the date of grant. The options may be exercised during this ten year period subject to specific vesting conditions being met.
In the event of takeover, floatation, management buy-out, voluntary winding-up, or sale of trade and assets of the company, any outstanding part of the option becomes exercisable.
During the year 147,000 Class B Ordinary shares granted to four employees and two non-employees have subsequently been forfeited (20,000 in a prior year).
25,000 Class B Ordinary shares granted to one employee have subsequently lapsed in a prior year.
No options were exercised during the year (2022: nil).
No options remain from this scheme at the year end.
...CONTINUED
Zilico Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
2017 Option Scheme
On 16 November 2017 the company granted 5 employees options over a total of 130,000 Class B Ordinary shares at an exercise price of £0.0001 per share. These options are exercisable up to ten years from the date of grant. The options may be exercised during this ten year period subject to specific vesting conditions being met.
In the event of takeover, floatation, voluntary winding-up, sale of trade and assets of the company or the day before the tenth anniversary of the Date of Grant, all options become exercisable and must be exercised.
During the year 120,000 Class B Ordinary shares granted to four employees have subsequently been forfeited (10,000 in a prior year).
No options were exercised during the year (2022: nil).
No options remain from this scheme at the year end.
Also on 16 November 2017, and as a result of 2 employees signing a deed to surrender the right to acquire a total of 268,500 Class B Ordinary shares, the company granted these same 2 employees new options over a total of 201,375 Class B Ordinary shares at an exercise price of £0.0001 per share. These options are exercisable up to ten years from the original date of grant of 10 September 2013. The options may be exercised during this ten year period.
In the event of takeover, floatation, voluntary winding-up, sale of trade and assets of the company or the day before the tenth anniversary of the Date of Grant, all options become exercisable and must be exercised.
During the year 201,375 Class B Ordinary shares granted to four employees have subsequently been forfeited.
No options were exercised during the year (2022: nil).
No options remain from this scheme at the year end.
2019 Option Scheme
On 28 March 2019 the company granted 8 employees and non-employees options over a total of 162,000 Class B Ordinary shares at an exercise price of £0.0001 per share. These options are exercisable up to ten years from the date of grant. The options may be exercised during this ten year period subject to specific vesting conditions being met.
In the event of takeover, floatation, voluntary winding-up, sale of trade and assets of the company or the day before the tenth anniversary of the Date of Grant, all options become exercisable and must be exercised.
During the year 125,000 Class B Ordinary shares granted to three employees and three non-employees have subsequently been forfeited (37,000 in a prior year).
No options were exercised during the year (2022: nil).
No options remain from this scheme at the year end.
On 1 May 2019 the company granted 5 employees options over a total of 170,000 Class B Ordinary shares at an exercise price of £0.0001 per share. These options are exercisable up to ten years from the date of grant. The options may be exercised during this ten year period subject to specific vesting conditions being met.
In the event of takeover, floatation, voluntary winding-up, sale of trade and assets of the company or the day before the tenth anniversary of the Date of Grant, all options become exercisable and must be exercised.
During the year 110,000 Class B Ordinary shares granted to four employees have subsequently been forfeited (60,000 in a prior year)
No options were exercised during the year (2022: nil).
No options remain from this scheme at the year end.
12.
Related Party Transactions
During the year the Company was invoiced £nil (2022: £32,163) for services provided by Sheffield Teaching Hospitals NHS Foundation Trust, a shareholder of the Company. At 31 December 2023 the Company owed Sheffield Teaching Hospitals NHS Foundation Trust £nil (2022: £15,000). An accrual of £nil (2022: £3,000) existed at the year end for services provided by Sheffield Teaching Hospitals NHS Foundation Trust.
During the year the Company invoiced £nil (2022: £11,520) for goods provided to Sheffield Teaching Hospitals NHS Foundation Trust, a shareholder of the Company. At 31 December 2023 the Company was owed £nil (2022: £nil) from Sheffield Teaching Hospitals NHS Foundation Trust.