REGISTERED NUMBER: 08189877

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELEMENTAL DIGEST LIMITED

 

 

 

UNAUDITED FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 30 SEPTEMBER 2023

ELEMENTAL DIGEST LIMITED

REGISTERED NUMBER: 08189877

 

STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2023

 

 

 

2023

2022

 

Note

£

£

Fixed assets

 

 

 

Intangible assets

4

1,793,557

1,807,641

Tangible assets

5

56,378

69,506

Investments

6

4

4

 

 

 

 

 

 

1,849,939

1,877,151

Current assets

 

 

 

Debtors: amounts falling due within one year

7

9,346

81,856

Cash at bank and in hand

 

266,031

516,005

 

 

 

 

 

 

275,377

597,861

 

 

 

 

Creditors: amounts falling due within one year

8

(936,975)

(835,393)

 

 

 

 

Net current assets / (liabilities)

 

(661,598)

(237,532)

 

 

 

 

Total assets less current liabilities

 

1,188,341

1,639,619

 

 

 

 

Creditors: amounts falling due after more than one year

9

(496,436)

(473,336)

 

 

 

 

Net assets / (liabilities)

 

691,905

1,166,283

 

 

 

 

Capital and reserves

 

 

 

Called up share capital

11

1,405

1,405

Share premium

 

4,667,321

4,667,321

Retained earnings

 

(3,976,821)

(3,502,443)

 

 

 

 

Total shareholders' funds

 

691,905

1,166,283

 

ELEMENTAL DIGEST LIMITED

REGISTERED NUMBER: 08189877

 

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 30 SEPTEMBER 2023

 

The directors consider that the company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2023.

 

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 2023 in accordance with Section 476 of the Companies Act 2006.

 

These financial statements have been prepared and 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 by the Board of Directors on 20 February 2024 and were signed on its behalf by:

 

 

 

 

……………………………………………

D E Hislop - Director

 

The notes form part of these financial statements

ELEMENTAL DIGEST LIMITED

 

STATEMENT OF CHANGES IN EQUITY

AS AT 30 SEPTEMBER 2023

 

 

Called up

 

 

 

 

share

Share

Retained

Total

 

capital

premium

earnings

equity

 

£

£

£

£

 

 

 

 

 

At 1 October 2021

1,405

4,667,321

(2,833,611)

1,835,115

 

 

 

 

 

Loss for the year

-

-

(668,832)

(668,832)

 

 

 

 

 

Total comprehensive income for the year

-

-

(668,832)

(668,832)

 

 

 

 

 

At 1 October 2022

1,405

4,667,321

(3,502,443)

1,166,283

 

 

 

 

 

Loss for the year

-

-

(474,378)

(474,378)

 

 

 

 

 

Total comprehensive income for the year

-

-

(474,378)

(474,378)

 

 

 

 

 

At 30 September 2023

1,405

4,667,321

(3,976,821)

691,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes form part of these financial statements

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

1.     General information

Elemental Digest Limited is a private company limited by shares and is incorporated in England. The company's registered number is 08189877 and the address of its registered office Woodwater House, Pynes Hill, Exeter, Devon, EX2 5WR.

 

2.     Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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.

 

Going concern

The directors have reviewed the Company's financial position and the future cash requirements to meet financial obligations as they fall due. The Company's first licenced plant, the construction of which is not the responsibility of the Company, has been severely delayed due ongoing commissioning issues and is now expected to be fully operational with the necessary regulatory approvals in place by mid Q2 2024. Once the plant is fully operational with saleable protein and fat products being produced, the Company will start to earn licence fees. The directors have considered the impact of the further delay on the business plan and acknowledge that there is uncertainty on the timing and quantum of licence fees from the first plant which could impact the Company's cashflow. To address this uncertainty, the directors raised equity funding from existing shareholders after the balance sheet date but prior to the signing of these financial statements that should provide the Company with sufficient cash resources to continue as a going concern over the next 12 months as licence fees and enzyme sales grow. The development of the fertiliser project at the Company's site in Devon will require the Company to identify new funding sources to deliver this growth and the construction of this project will not be started until the required funding is secured.

 

Included within the balance sheet is development expenditure of £1,793,557 (2022: £1,807,641) which will be amortised once the commercial benefits start to be derived. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

true

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

 

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.

 

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 

Pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

 

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

 

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

 

Intangible assets

Development costs of projects are capitalised at cost in the year in which they are incurred. This is on the basis that the costs meet the requirements for being capitalised under FRS 102. The costs will be amortised once commercial benefits start to be derived.

 

Tangible assets

Tangible assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and a reducing balance method.

 

Depreciation is provided on the following basis:

 

Plant and machinery

- between 10% and 33% straight line

Motor vehicles

- 20% reducing balance

 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 

Debtors

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.

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

Cash and cash equivalents

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.

 

Creditors

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.

 

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

 

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

3.     Employees

 

The average monthly number of employees, including directors, during the year was as follows:

 

 

2023

2022

 

No.

No.

 

 

 

Employees

5

6

 

4.     Intangible assets

 

 

Development

 

expenditure

 

£

Cost

 

At 1 October 2022

1,807,641

Additions

3,101

 

(17,185)

 

 

At 30 September 2023

1,793,557

 

 

Net book value

 

At 30 September 2023

1,793,557

 

 

At 30 September 2022

1,807,641

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

5.     Tangible assets

 

 

Plant and

Motor

 

 

machinery

vehicles

Total

 

£

£

£

Cost

 

 

 

At 1 October 2022

100,152

13,045

113,197

 

 

 

 

At 30 September 2023

100,152

13,045

113,197

 

 

 

 

Accumulated depreciation

 

 

 

At 1 October 2022

(33,385)

(10,306)

(43,691)

Charge for the year

(12,576)

(552)

(13,128)

 

 

 

 

At 30 September 2023

(45,961)

(10,858)

(56,819)

 

 

 

 

Net book value

 

 

 

At 30 September 2023

54,191

2,187

56,378

 

 

 

 

At 30 September 2022

66,767

2,739

69,506

 

6.     Investments

 

 

Shares in

 

group

 

undertakings

 

£

Cost

 

At 1 October 2022

4

 

 

At 30 September 2023

4

 

Subsidiary undertakings

The following were the subsidiary undertakings of the Company:

 

Name

Class of share

Holding

Elemental Digest Edibles Limited

Ordinary

100

%

Elemental Digest Energy Limited

Ordinary

100

%

Elemental Digest Systems Limited

Ordinary

100

%

Elemental Digest Thallo Limited

Ordinary

100

%

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

7.     Debtors: amounts falling due within one year

 

2023

2022

 

£

£

Other Debtors

1,846

81,856

Prepayments and accrued income

7,500

-

 

 

 

 

9,346

81,856

 

8.     Creditors: amounts falling due within one year

 

2023

2022

 

£

£

Trade creditors

13,995

9,310

Amounts owed to group undertakings

4

4

Taxation and social security

9,110

13,289

Other creditors

811,526

788,442

Accruals and deferred income

102,340

24,348

 

 

 

 

936,975

835,393

 

9.     Creditors: amounts falling due after more than one year

 

2023

2022

 

£

£

Other loans

496,436

473,336

 

 

 

 

496,436

473,336

 

The following liabilities were secured:

2023

2022

 

£

£

Other loans

356,436

333,336

 

 

 

 

356,436

333,336

 

Included within creditors due after more than one year is an amount of £356,436 secured by way of a debenture including a fixed and floating charge over the assets of the company.

 

10.     Loans

 

Analysis of the maturity of loans is given below:

 

 

2023

2022

 

£

£

Amounts falling due 1-2 years

 

 

 

 

 

Other loans

496,436

473,336

 

 

 

 

496,436

473,336

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

11.     Share capital

 

 

2023

2022

 

£

£

Authorised, allotted and fully paid:

 

 

100,000,000 A Ordinary shares of £0.00001 each

1,000

1,000

10,000,000 B Ordinary shares of £0.00001 each

100

100

30,469,588 C Ordinary shares of £0.00001 each

305

305

 

 

 

 

1,405

1,405

 

All share classes rank pari passu in respect of dividends, voting rights and distributions on winding up.

 

12.     Pension commitments

 

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £10,080 (2022: £16,870). Contributions totalling £1,717 (2022: £2,633) were payable to the fund at the reporting date and are included in creditors.

 

13.     Commitments under operating leases

 

At 30 September 2023 the Company had future minimum lease payments under non-cancellable operating leases as follows:

 

 

2023

2022

 

£

£

Not later than 1 year

93,750

85,000

Later than 1 year and not later than 5 years

48,750

142,500

 

 

 

 

142,500

227,500

 

ELEMENTAL DIGEST LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2023

 

14.     Related party disclosures

 

Included within other creditors due within one year are loans from directors totalling £386,470 (2022: £386,470) and are repayable on demand. Of this balance, £86,470 (2022: £86,470) is interest free and £300,000 (2022: £300,000) relates to a loan note held by a director which is accruing interest at a rate of 8% per annum. The amount of accrued interest (but not paid) as at the year-end is £195,090 (2022: £171,090).

 

Included within other creditors due within one year is a loan from a shareholder with significant control totalling £39,606 (2022: £39,606) and is interest free, repayable on demand.

 

Included within other creditors due within one year is an amount owed to a company under the control of one of the shareholders with significant control. As at the year end the amount owed was £72,000 (2022: £72,000).

 

Included within other creditors due after more than one year is a loan from a shareholder with significant control £140,000 (2022: £140,000). The loan is interest free and cannot be called upon by the shareholder until such point as the company has distributable reserves.

 

Included within other creditors due after more than one year is a loan from an executive pension scheme with a Trustee and beneficiary in common with a director totalling £356,436 (2022: £333,336). The loan incurs interest at a rate of 10% per annum and the loan has been undertaken on an arms-length basis.

 

During the year purchases of £107,812 (2022: £94,715) were made from related companies that had either had a director or a shareholder with significant control in common with the Company. At the year end the amount owed to these companies was £9,000 (2022: £Nil).