14 false false false false false false false false false false true false false false false false false No description of principal activity 2022-10-01 Sage Accounts Production Advanced 2023 - FRS102_2023 xbrli:pure xbrli:shares iso4217:GBP SC331585 2022-10-01 2023-09-30 SC331585 2023-09-30 SC331585 2022-09-30 SC331585 2021-10-01 2022-09-30 SC331585 2022-09-30 SC331585 2021-09-30 SC331585 core:FurnitureFittings 2022-10-01 2023-09-30 SC331585 bus:OrdinaryShareClass1 2022-10-01 2023-09-30 SC331585 bus:Director1 2022-10-01 2023-09-30 SC331585 bus:Director3 2022-10-01 2023-09-30 SC331585 core:LandBuildings 2022-09-30 SC331585 core:FurnitureFittings 2022-09-30 SC331585 core:FurnitureFittings 2023-09-30 SC331585 core:LandBuildings 2022-10-01 2023-09-30 SC331585 core:WithinOneYear 2023-09-30 SC331585 core:WithinOneYear 2022-09-30 SC331585 core:ShareCapital 2023-09-30 SC331585 core:ShareCapital 2022-09-30 SC331585 core:SharePremium 2023-09-30 SC331585 core:SharePremium 2022-09-30 SC331585 core:OtherReservesSubtotal 2023-09-30 SC331585 core:OtherReservesSubtotal 2022-09-30 SC331585 core:RetainedEarningsAccumulatedLosses 2023-09-30 SC331585 core:RetainedEarningsAccumulatedLosses 2022-09-30 SC331585 core:BetweenOneFiveYears 2023-09-30 SC331585 core:MoreThanFiveYears 2023-09-30 SC331585 core:LandBuildings 2022-09-30 SC331585 core:FurnitureFittings 2022-09-30 SC331585 bus:SmallEntities 2022-10-01 2023-09-30 SC331585 bus:AuditExemptWithAccountantsReport 2022-10-01 2023-09-30 SC331585 bus:SmallCompaniesRegimeForAccounts 2022-10-01 2023-09-30 SC331585 bus:PrivateLimitedCompanyLtd 2022-10-01 2023-09-30 SC331585 bus:FullAccounts 2022-10-01 2023-09-30 SC331585 bus:OrdinaryShareClass1 2023-09-30 SC331585 bus:OrdinaryShareClass1 2022-09-30 SC331585 core:CopyrightsPatentsTrademarksServiceOperatingRights 2022-10-01 2023-09-30 SC331585 core:PlantMachinery 2022-10-01 2023-09-30 SC331585 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-09-30 SC331585 core:CopyrightsPatentsTrademarksServiceOperatingRights 2022-09-30 SC331585 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-10-01 2023-09-30 SC331585 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-09-30 SC331585 core:CopyrightsPatentsTrademarksServiceOperatingRights 2023-09-30 SC331585 core:PlantMachinery 2022-09-30 SC331585 core:PlantMachinery 2023-09-30 SC331585 core:Share-basedArrangement1 2022-10-01 2023-09-30
COMPANY REGISTRATION NUMBER: SC331585
Scottish Bioenergy Cooperative Ventures Limited
Filleted Unaudited Financial Statements
For the year ended
30 September 2023
Scottish Bioenergy Cooperative Ventures Limited
Financial Statements
Year ended 30 September 2023
Contents
Pages
Statement of financial position
1
Notes to the financial statements
2 to 8
Scottish Bioenergy Cooperative Ventures Limited
Statement of Financial Position
30 September 2023
2023
2022
Note
£
£
£
Fixed assets
Intangible assets
5
3,329,032
2,620,456
Tangible assets
6
2,417,664
994,955
------------
------------
5,746,696
3,615,411
Current assets
Debtors
7
476,414
564,299
Cash at bank and in hand
28,389
9,778
---------
---------
504,803
574,077
Creditors: amounts falling due within one year
8
10,339,520
7,559,582
-------------
------------
Net current liabilities
9,834,717
6,985,505
------------
------------
Total assets less current liabilities
( 4,088,021)
( 3,370,094)
------------
------------
Net liabilities
( 4,088,021)
( 3,370,094)
------------
------------
Capital and reserves
Called up share capital
10
15,640
15,640
Share premium account
100,526
100,526
Other reserves
107,243
110,830
Profit and loss account
( 4,311,430)
( 3,597,090)
------------
------------
Shareholders deficit
( 4,088,021)
( 3,370,094)
------------
------------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
For the year ending 30 September 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .
These financial statements were approved by the board of directors and authorised for issue on 6 February 2024 , and are signed on behalf of the board by:
P Bready
J L Walker CBE
Director
Director
Company registration number: SC331585
Scottish Bioenergy Cooperative Ventures Limited
Notes to the Financial Statements
Year ended 30 September 2023
1. General information
The company is a private company limited by shares, registered in Scotland (registration number SC331585 ). The address of the registered office is Unit 28 Shairps Business Park, Houstoun Road, Livingston, EH54 5FD, United Kingdom.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. Going concern The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have concluded that the Company has adequate resources to conclude the construction of the company's production facility and begin to generate saleable product during 2024. The directors have sought and received satisfactory assurance that the working capital needs of the business can be met through financing of the parent company. Investors and external funders look upon the group's prospects favourably and engagement with potential customers has been promising. As in previous years, the company continues to receive financial support from the parent company in order to meet its liabilities as they fall due. The parent company will not seek repayment of the loan within 12 months of the accounts signing date. On this basis, and taking into account the aforementioned assessment and assurances, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are recorded at the fair value at the acquisition date.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Trademark
-
10% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Development costs are amortised at the point of being ready for sale.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Fixtures and fittings
-
15% reducing balance
Equipment
-
25% reducing balance
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Research and development policy
Research expenditure is written off in the period in which it is incurred.
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:
- It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- There is the intention to complete the intangible asset and use or sell it;
- There is the ability to use or sell the intangible asset;
- The use or sale of the intangible asset will generate probable future economic benefits;
- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
- The expenditure attributable to the intangible asset during its development can be measured reliably.
Expenditure that does not meet the above criteria is expensed as incurred.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial assets, which include trade and other debtors and cash, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Basic financial liabilities, which include trade and other creditors, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in profit or loss.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. 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. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 14 (2022: 19 ).
5. Intangible assets
Development costs
Trademark
Total
£
£
£
Cost
At 1 October 2022
2,618,893
1,858
2,620,751
Additions
708,762
708,762
------------
-------
------------
At 30 September 2023
3,327,655
1,858
3,329,513
------------
-------
------------
Amortisation
At 1 October 2022
295
295
Charge for the year
186
186
------------
-------
------------
At 30 September 2023
481
481
------------
-------
------------
Carrying amount
At 30 September 2023
3,327,655
1,377
3,329,032
------------
-------
------------
At 30 September 2022
2,618,893
1,563
2,620,456
------------
-------
------------
6. Tangible assets
Land and buildings
Fixtures and fittings
Equipment
Total
£
£
£
£
Cost
At 1 October 2022
129,768
12,920
1,521,108
1,663,796
Additions
255,277
1,513,108
1,768,385
Disposals
( 129,768)
( 129,768)
---------
---------
------------
------------
At 30 September 2023
268,197
3,034,216
3,302,413
---------
---------
------------
------------
Depreciation
At 1 October 2022
7,040
661,801
668,841
Charge for the year
1,060
214,848
215,908
---------
---------
------------
------------
At 30 September 2023
8,100
876,649
884,749
---------
---------
------------
------------
Carrying amount
At 30 September 2023
260,097
2,157,567
2,417,664
---------
---------
------------
------------
At 30 September 2022
129,768
5,880
859,307
994,955
---------
---------
------------
------------
7. Debtors
2023
2022
£
£
Trade debtors
675
618
Amounts owed by group undertakings and undertakings in which the company has a participating interest
47,799
Other debtors
475,739
515,882
---------
---------
476,414
564,299
---------
---------
8. Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
581,053
61,635
Amounts owed to group undertakings
9,707,299
7,392,955
Social security and other taxes
17,233
16,816
Other creditors
33,935
88,176
-------------
------------
10,339,520
7,559,582
-------------
------------
9. Share-based payments
Certain employees had been granted options to subscribe for shares in the parent company, Tantillus Synergy Limited, under share option schemes as follows: During the prior period the following unapproved options were granted:
Number of shares
Option exercise period December 2018 to December 2018 10,850
Option exercise period December 2018 to December 2020 2,500
Option exercise period April 2021 to April 2021 1,100
Option exercise period April 2021 to April 2031 600
During the prior period the following approved options were granted:
2023
£
Option exercise period May 2019 to May 2029 1,500
Option exercise period April 2021 to April 2031 2,150
The estimated fair value of each share option granted is as follows:
Number Exercise Price Option Fair Value
£ £
Unapproved 13,350 11 8
Unapproved 1,700 51 8
Approved 1,500 11 8
Approved 2,150 13 11
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
2023
2022
No.
WAEP
No.
WAEP
Outstanding at 1 October 2022
18,700
8.28
48,500
10.68
Forfeited during the year
( 2,500)
7.99
( 29,800)
8.37
--------
-----
--------
-------
Outstanding at 30 September 2023
16,200
8.32
18,700
8.28
--------
-----
--------
-------
The total expense recognised in profit or loss for the year is as follows:
2023
2022
£
£
Equity-settled share-based payments
( 3,587)
( 203,918)
-------
---------
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were 2023 Share price at grant date £10.68 - £14.21 Exercise price £10.68 - £51.17 Expected volatility 70% Expected life 10 years Risk free interest rate 0.756%-1.272% Dividend yield 0% The options outstanding at the year end have an average exercise price of £8.32 and a weighted average contractual life of 5.82 years. The fair value of equity-settled share-based payments at date of grant was estimated using the Black Scholes valuation model as this model, taking into account the terms and conditions of the share options granted.
10. Called up share capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
15,640
15,640
15,640
15,640
--------
--------
--------
--------
11. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2023
2022
£
£
Not later than 1 year
117,238
Later than 1 year and not later than 5 years
345,305
Later than 5 years
135,366
---------
----
597,909
---------
----
12. Reserves
Share premium account - includes any premiums received on issue of share capital.
Profit and loss account - includes current and prior period retained profits and losses.
Other reserves - represents the cumulative value of share-based payments recognised in respect of options to subscribe in the parent company, Tantillus Synergy Limited, granted to employees.
Scottish Bioenergy Cooperative Ventures Limited classes all of its reserves as capital. The company manages its reserves through its financial and budgeting policies and procedures. There are no external capital requirements imposed on the company.
13. Related party transactions
As at 30 September 2023 Tantillus Synergy Ltd held 100% of the company's issued share capital and it was therefore the parent company and ultimate controlling party. The company has taken advantage of exemption under FRS 102 Section 1A from the requirement to disclose related party transactions with wholly owned group undertakings.