Registered number: 08314700
CEZANNE HR (HOLDING) LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2022
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CEZANNE HR (HOLDING) LIMITED
REGISTERED NUMBER: 08314700
BALANCE SHEET
AS AT 31 DECEMBER 2022
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital redemption reserve
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CEZANNE HR (HOLDING) LIMITED
REGISTERED NUMBER: 08314700
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 October 2023.
The notes on pages 5 to 12 form part of these financial statements.
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CEZANNE HR (HOLDING) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 5 to 12 form part of these financial statements.
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CEZANNE HR (HOLDING) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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Capital redemption reserve
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 5 to 12 form part of these financial statements.
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Cezanne HR (Holding) Limited is a private company limited by shares. The company is registered in England & Wales, and incorporated in the United Kingdom. The registration number is 08314700. The registered office address is 5th Floor, 57 Southwark Street, London, SE1 1RU.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of 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 management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The company is in a net asset position. The company continues to generate minimal expenses and has limited commited costs. The group to which this company belongs has seen support provided by a new investor post year end (refer note 13), the directors consider it is appropriate to prepare the financial statements on the going concern basis.
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Exemption has been elected for retrospective application where share options have been granted before the date of transition to the new financial reporting framework (FRS102).
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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Cash and cash equivalents
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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.
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial instruments (continued)
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The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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The average monthly number of employees, including directors, during the year was 2 (2021 - 2).
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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1,637,400 (2021 - 1,637,400) Ordinary shares of £0.10 each
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Share premium account
The share premium account records the amount above the nominal value received for shares sold, less transaction costs.
Capital redemption reserve
Capital redemption reserve consists of shares re-purchased by the company.
Other reserves
Other reserves consists of equity-settled share options that are to be settled by the company and made to employees of the group.
Profit and loss account
Includes all current and prior year period retained profits and losses.
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Cezanne HR (Holding) Limited has an Enterprise Management Incentive Scheme ("EMI") which is available to UK employees who work for the Company or for a subsidiary of the Company and satisfy the qualifying conditions and the EMI working time requirements. The Company also has an Unapproved Share Options Scheme which is available at the Director's discretion.
Both schemes are equity-settled.
The company had elected to take the exemption against applying retrospective application of equity settled share based payments which were granted before the start of its first period reporting in accordance with FRS 102. Up to 31 December 2017 Cezanne HR (Holding) had granted the following share options to employees of Cezanne HR Limited, the subsidiary company. In November 2014 138,000 options were granted to employees under the EMI scheme with an exercise price of £4.07. Of the share options issued under the EMI scheme, 47,500 had lapsed due to the termination of the option holder's employment as at 31/12/2021. This left 90,500 options still outstanding. All those are currently vested and exercisable for £4.07. There were no share options granted in 2022. All the remaining options were then exercised on 21 March 2023.
In May 2014, 22,680 options and in September 2017 a further 67,200 options were granted to the directors under the Unapproved Share Options Scheme with an exercise price of £0.10 per share. Share options issued by the company since 1 January 2018 that relate to the services of employees of Cezanne HR Limited have been recorded as a charge to the profit and loss and within Other Reserves in Cezanne HR Limitted. In Cezanne HR (Holding) Limited, who has the obligation to settle the transaction in its own equity instruments, has an amount recorded against the investment in the subsidiary and within its other reserves in equity. 98,480 options were granted since 1 January 2018 to 31 December 2020. A further 35,400 were granted on 21st June 2021 that resulted in a further investment of £142,121. A further 45,517 were granted on 15th December 2021 that resulted in a further investment of £182,738. All the share options are vested and exercisable for £0.10 at any time. There were no share options granted in 2022. All of these share options lapsed on 21 March 2023.
The fair value of each option has been calculated using the Black Scholes model, taking into account the
price paid by shareholders on the incorporation of the group, together with assumptions about the historic
and future performance of the group and with reference to market performance.
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During the year, the group loan included in debtors owed to Cezanne HR (Holding) Limited was determined to be considered a current asset due to the nature of the loan provided and it being repayable on demand. As such the prior year amount (£187,938) has been reclassified from non-current to current. This has a nil impact on the Balance Sheet.
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CEZANNE HR (HOLDING) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Related party transactions
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The company has taken advantage of the exemption allowed by FRS102 not to disclose transactions with other wholly owned members of the group.
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Post balance sheet events
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On 21 March 2023, 43.56% of the issued equity share of Cezanne HR (Holding) Limited was acquired by North Edge Capital SME Fund 1 LP and North Edge SME Coinvestment, LP. As part of the purchase agreement cash was injected into the group.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.
The audit report was signed on 10 October 2023 by Daniel Reid FCA (Senior statutory auditor) on behalf of Donald Reid Limited.
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