REGISTERED NUMBER:
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
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| Note | £ | £ |
Fixed assets |
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Intangible assets | 4 | ||
Tangible assets | 5 | ||
Investments | 6 | ||
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Current assets |
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Debtors: amounts falling due within one year | 7 | ||
Cash at bank and in hand |
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Creditors: amounts falling due within one year | 8 | ( | ( |
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Net current assets / (liabilities) |
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Total assets less current liabilities |
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Creditors: amounts falling due after more than one year | 9 | ( | ( |
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Net assets / (liabilities) |
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Capital and reserves |
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Called up share capital | 11 | ||
Share premium |
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Retained earnings |
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Total shareholders' funds |
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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 notes form part of these financial statements
ELEMENTAL DIGEST LIMITED
STATEMENT OF CHANGES IN EQUITY
AS AT 30 SEPTEMBER 2023
| Called up |
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| share | Share | Retained | Total |
| capital | premium | earnings | equity |
| £ | £ | £ | £ |
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At 1 October 2021 | ( | |||
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Loss for the year | - | - | ( | ( |
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Total comprehensive income for the year | - | - | ( | ( |
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At 1 October 2022 | ( | |||
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Loss for the year | - | - | ( | ( |
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Total comprehensive income for the year | - | - | ( | ( |
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At 30 September 2023 | ( |
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
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 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.
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 |
Motor vehicles | - |
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. |
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Employees |
4. Intangible assets
| Development |
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Cost |
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At 1 October 2022 | |
Additions | |
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At 30 September 2023 | |
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Net book value |
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At 30 September 2023 | |
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At 30 September 2022 |
ELEMENTAL DIGEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
5. Tangible assets
| Plant and | Motor |
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| machinery | vehicles | Total |
| £ | £ | £ |
Cost |
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At 1 October 2022 | |||
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At 30 September 2023 | |||
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Accumulated depreciation |
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At 1 October 2022 | ( | ( | ( |
Charge for the year | ( | ( | ( |
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At 30 September 2023 | ( | ( | ( |
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Net book value |
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At 30 September 2023 | |||
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At 30 September 2022 |
6. Investments
| Shares in |
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| undertakings |
| £ |
Cost |
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At 1 October 2022 | |
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At 30 September 2023 |
Subsidiary undertakings
The following were the subsidiary undertakings of the Company:
Name | Class of share | Holding | |
% | |||
% | |||
% | |||
% |
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 | ||
Prepayments and accrued income | - | |
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8. Creditors: amounts falling due within one year
| 2023 | 2022 |
| £ | £ |
Trade creditors | ||
Amounts owed to group undertakings | ||
Taxation and social security | ||
Other creditors | ||
Accruals and deferred income | ||
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9. Creditors: amounts falling due after more than one year
| 2023 | 2022 |
| £ | £ |
Other loans | ||
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The following liabilities were secured: | 2023 | 2022 |
| £ | £ |
Other loans | ||
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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 |
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Other loans | ||
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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: |
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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 |
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All share classes rank pari passu in respect of dividends, voting rights and distributions on winding up.
12. Pension commitments
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 | ||
Later than 1 year and not later than 5 years | ||
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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).