Company Registration No | (England and Wales) | |
For the period ended |
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Pursuit Marine Drive Limited | |
Report and Unaudited Financial Statements | |
Contents | |
Page | |
Company information | 1 |
Directors' report | 2 |
Statement of comprehensive income | 4 |
Statement of financial position | 5 |
Statement of changes in equity | 6 |
Statement of cash flows | 7 |
Notes to the financial statements | 8 |
Company Information |
Directors |
Secretary |
Registered office |
Finsgate |
5 - 7 Cranwood |
London |
EC1V 9EE |
Registered number |
Directors' Report | |||||||
For the period ended 26 December 2022 | |||||||
The directors present their report and unaudited financial statements for the period ended |
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Principal activities | |||||||
Review of Business and Future developments | |||||||
For the period ended 26 December 2022, the Company generated revenues through the provision of research and development resources to the Group amounting to £0.0 million (2021: £0.0 million) through the commercialisation of the Group’s technologies. The company continues to enhance the research, development and commercialisation of the proprietary SoniqueFlo technology. | |||||||
Results and Dividends | |||||||
The results of the Company appear in detail on page 4. Operating losses for the period were £0.002 million (2021: £0.007 million). The Directors do not intend to recommend the payment of any dividends until they consider it prudent to do so, having regard to the need to retain sufficient funds to finance the developments of the Company’s activities. |
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Key Performance Indicators | |||||||
The Directors of Cellulac Limited manage the Group’s operations on a Group basis. For this reason, the Company’s Directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. | |||||||
Principal Risks and Uncertainties | |||||||
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. | |||||||
Research and Development | |||||||
The Company pursues an active research and development programme to rapidly progress the Group’s innovative core technologies and to strengthen its intellectual property portfolio. | |||||||
Donations | |||||||
There were no charitable or political donations. | |||||||
Directors | |||||||
The following persons served as directors during the period: | |||||||
None of the Directors have any interests in the Company. | |||||||
Financial Risk Management | |||||||
Financial risk management, including the use of financial instruments and the related currency, liquidity, credit, and interest rate risks, was dealt with by the central functions of Cellulac Limited on behalf of the Company, under the direction of the Board. | |||||||
Creditor Payment Policy | |||||||
On average trade creditors at the period end represented 125 (2021: 125) days' of trade purchases. The company's current policy on the payment of creditors is to: • Settle the terms of payment with suppliers when agreeing the terms of each transaction. • Ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts, and • Pay in accordance with the company's contractual and other legal obligations. |
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Going Concern | |||||||
Financial statements are normally prepared on a going concern basis unless there are reasons to depart from it. The Company is currently exploring various options to raise funding to start its operations which will utilise the assets owned by the Company. In the event that no additional funding is secured the Company will be liquidated. The financial statements have been prepared on a break-up basis as the Group has not been able to secure additional funding required to implement its business plan as explained in the Directors Report. As a result adjustments have been made to revise the balance sheet values of assets to their recoverable amounts and to reclassify fixed assets as current assets and long term liabilities as current liabilities. | |||||||
Directors' responsibilities | |||||||
The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations. | |||||||
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to: | |||||||
● | select suitable accounting policies and then apply them consistently; | ||||||
● | make judgements and 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 company will continue in business. | ||||||
The directors are 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 enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. | |||||||
Small company provisions | |||||||
This report was approved by the board on |
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…........................................................ | |||||||
Camillus Glover | |||||||
Director | |||||||
Statement of comprehensive income | ||||||||
for the period from 1 January 2022 to |
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Period ended | Period ended | |||||||
26 Dec 2022 | 31 Dec 2021 | |||||||
Notes | £'000 | £'000 | ||||||
Turnover | 4 | - | - | |||||
Cost of sales | - | - | ||||||
Gross profit | - | - | ||||||
Administrative expenses | ( |
( |
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Operating loss | 6 | ( |
( |
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Loss on ordinary activities before taxation | ( |
( |
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Tax on loss | 7 | - | - | |||||
Loss for the period | 16 | ( |
( |
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Other comprehensive income / (expenses) for the period | ||||||||
- | - | |||||||
Total comprehensive income for the period | (2) | (7) | ||||||
(Loss) / Earnings per share | 8 | (£0.00) | (£0.00) | |||||
Statement of financial position | |||||||
As at |
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As at | As at | ||||||
Notes | 26 Dec 2022 | 31 Dec 2021 | |||||
£'000 | £'000 | £'000 | £'000 | ||||
Fixed assets | |||||||
Intangible assets | 9 | - | - | ||||
Tangible assets | 10 | - | - | ||||
- | - | ||||||
Current assets | |||||||
Trade and other receivables | 11 | ||||||
Cash at bank and in hand | 12 | ||||||
Creditors: amounts falling due within one year | 13 | ( |
( |
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Net current liabilities | ( |
( |
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Net liabilities | ( |
( |
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Capital and reserves | |||||||
Called up share capital | 14 | ||||||
Share premium | 15 | ||||||
Other reserves | 15 | ||||||
Retained earnings | 15 | ( |
( |
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Shareholders' funds | 16 | ( |
( |
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Directors’ responsibilities: | |||||||
Approved by the board for issue on |
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…..................................................................... | |||||||
Camillus Glover | |||||||
Director | |||||||
Company Registration No | (England and Wales) | ||||||
Statement of Changes in Equity | ||||||||||
for the period from 1 January 2022 to |
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Share | Share | Other | Retained | Total | ||||||
capital | premium | reserves | Earnings | |||||||
£'000 | £'000 | £'000 | £'000 | £'000 | ||||||
Balance at 1 January 2021 | ( |
( |
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Loss for the financial year | (7) | (7) | ||||||||
Balance at 31 December 2021 | 30,003 | 4,061 | 3,264 | (37,783) | (455) | |||||
Balance at 1 January 2022 | ( |
( |
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Loss for the period | ( |
( |
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Balance at 26 December 2022 | ( |
( |
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Share capital is the amount subscribed for shares at nominal value. | ||||||||||
Share premium is the excess amount over the nominal value of subscribed shares. | ||||||||||
Other reserves are the cumulative fair value of share options granted. | ||||||||||
Pursuit Marine Drive Limited | |||||
Statement of cash flows | |||||
for the period from 1 January 2022 to 26 December 2022 | |||||
Notes | 2022 | 2021 | |||
£'000 | £'000 | ||||
Operating activities | |||||
Loss for the financial year | (2) | (7) | |||
Adjustments for: | |||||
Decrease in trade and other receivables | - | - | |||
Increase in trade and other payables | 2 | 8 | |||
- | 1 | ||||
Cash generated by/(used in) operating activities | - | 1 | |||
Net cash generated/(used) | |||||
Cash generated by/(used in) operating activities | - | 1 | |||
Net cash generated/(used) | - | 1 | |||
Cash and cash equivalents at 1 January | 1 | - | |||
Cash and cash equivalents at 26 December | 1 | 1 | |||
Cash and cash equivalents comprise: | |||||
Cash at bank | 1 | 1 | |||
Notes to the Financial Statements | |||||||||
for the period from 1 January 2022 to |
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1 | General information | ||||||||
Pursuit Marine Drive Limited is a company incorporated in England and Wales. The address of the registered office is disclosed on page 1 of the financial statements. The principal activity of the Company is described on page 2. | |||||||||
2 | Summary of significant accounting policies | ||||||||
Basis of preparation | |||||||||
Statement of Compliance | |||||||||
The financial statements of the company for the period ended 26 December 2022 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006. | |||||||||
The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The financial statements are presented in Sterling, which is also the functional currency. |
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The financial statements are presented in Sterling, which is also the functional currency. | |||||||||
Going concern | |||||||||
The financial statements have been prepared on a break-up basis as the Group has not been able to secure additional funding required to implement its business plan as explained in the Directors Report. As a result adjustments have been made to revise the balance sheet values of assets to their recoverable amounts and to reclassify fixed assets as current assets and long term liabilities as current liabilities. | |||||||||
Intangible fixed assets | |||||||||
Purchased intangible assets comprise intellectual property and are shown at cost less accumulated amortisation. Intangible assets are amortised so as to write off the purchase cost over the estimated useful economic lives of the assets. Provision is made against the carrying value of intangible fixed assets where impairment in value is deemed to have occurred. | |||||||||
Tangible fixed assets | |||||||||
Plant and machinery and fixtures and fittings are shown at cost less accumulated depreciation. The cost of tangible fixed assets is their purchase cost, together with any incidental costs of acquisition, which are depreciated from the day they come into use. Depreciation is calculated so as to write off the cost of the tangible fixed assets, less their estimated residual values on a straight-line basis over the expected useful lives of the assets concerned. The principal annual rates used for this purpose are: |
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Depreciation is calculated so as to write off the cost of the tangible fixed assets, less their estimated residual values on a straight-line basis over the expected useful lives of the assets concerned. The principal annual rates used for this purpose are: | |||||||||
Plant and machinery | 10% - 33% | ||||||||
Fixtures, fittings, tools and equipment | 25% | ||||||||
Assets under construction are not depreciated. | |||||||||
As at 26 December 2022 adjustments have been made to the carrying value of tangible fixed assets in accordance with the going concern paragraph above. | |||||||||
Inventory | |||||||||
Inventory are valued at the lower of cost and net realisable value. Cost in the case of finished goods, comprises direct materials, direct labour and attributable overheads. Where necessary, provision is made for obsolete and defective slow-moving inventory. | |||||||||
Financial instruments | |||||||||
Deposits with financial institutions which are not repayable on demand without penalty are classified as short term investments and are included within liquid resources in the cash flow statement. Interest on short term investments is recognised on the accruals basis over the life of the investment. The Company's financial instruments comprise cash and various items, such as trade payables that arise directly from its operations. The main risks arising from, and impacted by, the financial assets and liabilities of the Company is liquidity risk. The Board reviews and agrees policies for managing these risks and they are summarised below. The Company does not hold any derivative financial instruments. The market value of the Company's financial assets and liabilities does not differ materially from the carrying value. Financial assets The only significant asset of the Company is cash at bank. Cash is held in Sterling only. Cash at bank attracts interest at floating rates which vary with UK bank base rates. Financial liabilities The Company does not have any financial liabilities other than trade and other payables arising from its operations. No interest is payable in respect of any of these liabilities. |
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Research and developments | |||||||||
All research and development costs are written off immediately in the profit and loss account as incurred. | |||||||||
Taxation and deferred taxation | |||||||||
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Operating and finance leases | |||||||||
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. Costs in respect of operating leases are charged against profit on a straight line basis over the lease term. |
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Foreign currency translation | |||||||||
Transactions denominated in foreign currencies are recorded at the exchange rate as of the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Any gain or loss arising from a change in exchange rates subsequent to the date of transaction is included as an exchange gain or loss in the profit and loss account. Any gain or loss arising from a change in exchange rates subsequent to the date if the initial transaction is included as an exchange gain or loss in the profit and loss account, except where financing of a foreign subsidiary through long-term loans in intended to be as permanent as equity. Such balances are treated as part of the net investment and any exchange differences are recorded in reserves. |
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Cash and cash equivalents | |||||||||
Cash comprises cash in hand and demand deposits which are subject to insignificant risk of changes in value. | |||||||||
Capital risk management | |||||||||
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure appropriate for its growth plans. In order to maintain or adjust the capital structure the Company may issue new shares or alter debt levels. | |||||||||
3 | Critical accounting estimates and judgements | ||||||||
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. Actual results could differ from those estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. |
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4 | Turnover | ||||||||
Turnover from support, maintenance, training, consulting contracts and providing research and development resources to fellow subsidiaries is recognised as services are performed. Turnover from the sales of parts is recognised on delivery Turnover represents the amounts (excluding value added tax) derived from the sale of SoniqueFlo technology, either from capital sales or licenses. Turnover also include the share of benefits derived from the use of SoniqueFlo technology, from support, maintenance and training, consulting contracts, sales of parts and from providing research and development resources to fellow subsidiaries. Turnover from the sale of SoniqueFlo technology is recognised using a percentage of completion basis over the period from signing of the contract to customer acceptance. Where appropriate turnover is recognised on a contract milestone basis as a proxy for percentage of completion but where the Company considers there is insufficient evidence to support the recognition of turnover on milestones, such milestones are excluded and the percentage of completion is measured by monitoring progress using records of actual time incurred compared with the total estimated time required. Turnover from the share of benefits derived from the use of SoniqueFlo technology is recognised when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of turnover can be reliably measured. Turnover is recognised when agreement is reached with the customer as to the amount and timing of the benefits derived from the use of SoniqueFlo technology. |
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5 | Segmental Analysis | ||||||||
The Company operated in no other geographical location other than the United Kingdom. There is also no segmental area of operations. | |||||||||
6 | Employee costs | ||||||||
No Director has retirement benefits accruing to him as a result of his services to the company. | |||||||||
The average monthly number of persons (including non-executive directors) employed by the Company during the year was 2 (2021: 2) of whom 1 (2021: 1) was employed in a commercial development capacity and 1 (2021: 1) in an administrative capacity. | |||||||||
2022 | 2021 | ||||||||
Staff costs | £'000 | £'000 | |||||||
Wages and salaries | 1 | 11 | |||||||
Covid19 Support Payments | - | (8) | |||||||
1 | 3 | ||||||||
Number | Number | ||||||||
Average number of persons employed by the company | |||||||||
7 | Taxation | ||||||||
The value of the tax credit for the year does not equal the value that would be produced by applying the UK standard rate for corporation tax of 19% (2021: 19%) to the loss before tax for the year). The differences are set out below: | |||||||||
2022 | 2021 | ||||||||
£'000 | £'000 | ||||||||
Tax on loss on ordinary activities | - | - | |||||||
Factors affecting tax charge for period | |||||||||
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: | |||||||||
2022 | 2021 | ||||||||
£'000 | £'000 | ||||||||
Loss on ordinary activities before tax | (2) | (7) | |||||||
Loss on ordinary activities multiplied by the standard rate of corporation tax of 19% (2020: 19%) | - | (1) | |||||||
Effects of: | |||||||||
Utilisation of tax losses | - | 1 | |||||||
Current tax charge for period | - | - | |||||||
The Company has tax losses in excess of £45,046,000 (2021: £45,044,000) which will be carried forward. There is an unrecognised deferred tax asset at 19% of £8,558,740 (2021: £8,558,360) arising from tax losses carried forward. The potential asset has not been recognised due to uncertainty as to when it will become recoverable. |
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8 | Basic and diluted loss per share | 2022 | 2021 | ||||||
£'000 | £'000 | ||||||||
(Loss) / Earnings per share | |||||||||
Basic and diluted | (£0.00) | (£0.00) | |||||||
The basic loss per share is calculated by dividing the loss of £2,000 (2021: £7,000) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, which is 3,000,271,850 (2021: 3,000,271,850). The diluted loss per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. For the period ended 26 December 2022, the diluted loss per share is equivalent to the basic loss per share. The diluted loss per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares, which is 3,000,271,850 (2021: 3,000,271,850). Therefore, for the period 26 December 2022, the diluted loss per share is equivalent to the basic loss per share. |
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9 | Intangible fixed assets | ||||||||
Intellectual property | |||||||||
£'000 | |||||||||
Cost | |||||||||
At 1 January 2022 | |||||||||
At 26 December 2022 | |||||||||
Amortisation | |||||||||
At 1 January 2022 | |||||||||
At 26 December 2022 | |||||||||
Net book value | |||||||||
At 26 December 2022 | - | ||||||||
At 31 December 2021 | - | ||||||||
10 | Tangible fixed assets | ||||||||
Plant and machinery etc | |||||||||
£'000 | |||||||||
Cost | |||||||||
At 1 January 2022 | |||||||||
At 26 December 2022 | |||||||||
Depreciation | |||||||||
At 1 January 2022 | |||||||||
At 26 December 2022 | |||||||||
Net book value | |||||||||
At 26 December 2022 | - | ||||||||
At 31 December 2021 | - | ||||||||
11 | Trade and other receivables | 2022 | 2021 | ||||||
£'000 | £'000 | ||||||||
Prepayments | |||||||||
Aggregate amounts | |||||||||
12 | Cash and Cash equivalents | 2022 | 2021 | ||||||
£'000 | £'000 | ||||||||
Current account | 1 | 1 | |||||||
Aggregate amounts | 1 | 1 | |||||||
13 | Creditors: amounts falling due within one year | 2022 | 2021 | ||||||
£'000 | £'000 | ||||||||
Trade payables | |||||||||
Amounts owed to parent company | |||||||||
Accrued expenses | |||||||||
Aggregate amounts | |||||||||
14 | Share capital | Nominal | 2022 | 2021 | |||||
value | Number | £'000 | £'000 | ||||||
Allotted, called up and fully paid: | |||||||||
Ordinary shares | 1 p each | 3,000,271,850 | 30,003 | 30,003 | |||||
30,003 | 30,003 | ||||||||
15 | Share premium account and reserves | ||||||||
Retained | Share | Other | |||||||
earnings | premium | reserves | Totals | ||||||
£'000 | £'000 | £'000 | £'000 | ||||||
At 1 January 2022 | (37,783) | 4,061 | 3,264 | (30,458) | |||||
Loss for the period | (2) | - | - | ( |
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At 26 December 2022 | (37,785) | 4,061 | ( |
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16 | Reconciliation of movement in | ||||||||
shareholders’ funds and | Equity | Profit and | Other | ||||||
reserves | Instruments | loss account | reserves | Totals | |||||
£'000 | £'000 | £'000 | £'000 | ||||||
At 1 January 2022 | 34,064 | (37,783) | 3,264 | (455) | |||||
Loss for the period | - | (2) | - | (2) | |||||
At 26 December 2022 | 34,064 | (37,785) | 3,264 | (457) | |||||
17 | Financial Commitments | ||||||||
There was no capital expenditure that had been contracted for at the balance sheet date but not yet incurred. Operating lease commitments There are no operating lease commitments. |
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18 | Related party transactions | ||||||||
2022 | 2021 | ||||||||
£'000 | £'000 | ||||||||
Cellulac Limited | |||||||||
Transactions - loan from Cellulac Limited | 2 | 7 | |||||||
Balance due to Cellulac Limited | 215 | 213 | |||||||
The above loan is interest free and repayable on demand. | |||||||||
19 | Financial risk management, objectives and policies | ||||||||
The Company’s activities expose it to a number of financial risks that include liquidity risk and cash flow interest rate risk. These risks, and the Company’s policies for managing them have been applied consistently throughout the period, are set out below: | |||||||||
Interest rate risk | |||||||||
The Company’s interest rate risk arises from interest bearing assets and liabilities. The Company has in place a policy of maximising finance income by ensuring that cash balances earn a market rate of interest; offsetting where possible, cash balances and by forecasting and financing its working capital requirements. | |||||||||
Liquidity risk | |||||||||
The Company’s working capital requirements are managed through regular monitoring of the overall position and regularly updated cash flow forecasts to ensure there are funds available for its operations. | |||||||||
Capital risk | |||||||||
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide optimal returns for shareholders and to maintain an efficient capital structure to reduce the cost of capital. | |||||||||
20 | Controlling party | ||||||||
21 | Charges on company assets | ||||||||
On 31 July 2013 Cellulac Limited acquired a 100% interest in PMD for a deposit of £50,000 in cash and an additional cash and shares (in Cellulac plc) sum of £800,000 that may become payable to Gaming Realms Plc (formerly known as Pursuit Dynamics Plc) subject to certain milestones being met by in the future. There is a fixed and floating charge over the Company’s assets. | |||||||||
22 | Subsequent events | ||||||||
There were no subsequent events. |