Company registration number 11040036 (England and Wales)
SEAGLASS CLOUD TECHNOLOGY LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
PAGES FOR FILING WITH REGISTRAR
SEAGLASS CLOUD TECHNOLOGY LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
SEAGLASS CLOUD TECHNOLOGY LIMITED
BALANCE SHEET
AS AT
31 OCTOBER 2023
31 October 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,792,012
1,501,886
Tangible assets
5
4,574
5,280
1,796,586
1,507,166
Current assets
Debtors
6
334,724
329,219
Cash at bank and in hand
130,225
158,003
464,949
487,222
Creditors: amounts falling due within one year
7
(107,306)
(89,492)
Net current assets
357,643
397,730
Total assets less current liabilities
2,154,229
1,904,896
Creditors: amounts falling due after more than one year
8
(325,000)
(325,000)
Net assets
1,829,229
1,579,896
Capital and reserves
Called up share capital
11
100
100
Other reserves
12
33,372
15,477
Profit and loss reserves
1,795,757
1,564,319
Total equity
1,829,229
1,579,896
SEAGLASS CLOUD TECHNOLOGY LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 OCTOBER 2023
31 October 2023
- 2 -
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 October 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 6 March 2024 and are signed on its behalf by:
Mr D. S. Maitland
Director
Company Registration No. 11040036
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
- 3 -
1
Accounting policies
Company information
Seaglass Cloud Technology Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Critchleys LLP, Beaver House, 23-38 Hythe Bridge Street, Oxford, OX1 2EP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention unless stated otherwise. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
1.3
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred.
Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets comprise primarily internally generated software. Such assets are defined as having indefinite useful lives and the costs are amortised on a straight line basis over their estimated useful lives of 10 years. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software development costs
Nil if under development, otherwise straight line over 10 years.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Office equipment
Straight line over 3 years.
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 4 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 5 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable, amounts receivable in respect of research and development tax credits and deferred tax.
Current tax
The tax currently receivable is based on taxable profit for the year less any tax reliefs such as in respect of research and development expenditure. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are disclosed to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised or disclosed if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The amount disclosed of deferred tax assets, is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where a deferred tax liability or asset is recognised, it is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 6 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
10
10
4
Intangible fixed assets
Software development costs
£
Cost
At 1 November 2022
1,526,189
Additions - internally developed
442,745
At 31 October 2023
1,968,934
Amortisation and impairment
At 1 November 2022
24,303
Amortisation charged for the year
152,619
At 31 October 2023
176,922
Carrying amount
At 31 October 2023
1,792,012
At 31 October 2022
1,501,886
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 8 -
5
Tangible fixed assets
Office equipment
£
Cost
At 1 November 2022
23,676
Additions
2,784
Disposals
(2,917)
At 31 October 2023
23,543
Depreciation and impairment
At 1 November 2022
18,396
Depreciation charged in the year
3,490
Eliminated in respect of disposals
(2,917)
At 31 October 2023
18,969
Carrying amount
At 31 October 2023
4,574
At 31 October 2022
5,280
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
164,709
127,281
Other debtors
82,645
100,087
Prepayments and accrued income
83,118
93,982
330,472
321,350
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
4,252
7,869
Total debtors
334,724
329,219
Non-current debtors consist of deposits provided for rental of office premises, receivable on termination of the rental contract which is not expected in the 12 months following the year end.
At the balance sheet date the company had an unrecognised deferred tax asset of £16,714 (2022 - £17,952).
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
13,058
12,530
Taxation and social security
55,467
53,476
Other creditors
5,771
5,362
Accruals and deferred income
33,010
18,124
107,306
89,492
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other borrowings
325,000
325,000
The loans and borrowings of £325,000 (2020 - £150,000) represent loans received from the Directors. Interest was charge on these borrowings at 4.5% per annum from 1 November 2022 and 6.5% from 1 May 2023, previously 2.25% per annum from 1 November 2019.
Interest paid in the year totalled £10,300 (2022 - £4,637)
All loans from the Directors are unsecured and repayable on demand, however these loans are not expected to be repaid within 12 months of the balance sheet date.
The company has no obligation to pay the interest on these loans until the loan capital is repaid, therefore is only accrued in these financial statements. Included in accruals and deferred income is accrued interest payable on loans from Directors of £14,914 (2022 - £7,313).
9
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
12,109
7,604
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Included in the balance sheet are pensions of £4,541 (2022 - £4,362).
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 10 -
10
Share-based payment transactions
Seaglass EMI Share Option Plan
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 November 2022
8,900
20.11
Granted
8,900
20.11
Outstanding at 31 October 2023
8,900
8,900
20.11
20.11
Exercisable at 31 October 2023
The options outstanding at 31 October 2023 had a weighted average exercise price of £20.11, and a remaining contractual life of 9 years.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £17,895 (2022 - £15,477) which related to equity settled share based payment transactions.
The company's controlling party, Seaglass Cloud Technology Group Limited, offers a share option scheme which is available to employees of Seaglass Cloud Technology Limited.
The scheme is an equity settled share based option scheme, which gives the option to purchase ordinary shares if the employee remains employed by the company and an exit event occurs. An exit event is defined as a share sale, asset sale or listing.
The options will lapse:
- on the maximum 10th year anniversary of date of grant,
- if a performance target applying to the whole of the option becomes incapable of being met,
- if the option holder attempts to transfer or assign the option or create an interest security over it,
- if the option holder becomes bankrupt or enters into an individual voluntary arrangement,
- or if the option holder ceases for any other reason to be the sole legal or beneficial owner.
The exercise of options are subject to full board approval.
The fair value of the option granted is deemed to be equal to the exercise price of the options granted.
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
10,000
10,000
100
100
SEAGLASS CLOUD TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 11 -
12
Equity settled share basid payment reserve
2023
2022
£
£
At the beginning of the year
15,477
-
Additions
17,895
15,477
At the end of the year
33,372
15,477
Equity settled share based payments reserve arises from the the Seaglass EMI Share Option Plan per note 10.
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments not included in the balance sheet for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
34,767
32,877
14
Related party transactions
Transactions with related parties
The company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary of the group.
15
Directors' transactions
The directors believe that all remuneration is paid under normal market conditions and therefore have elected not to disclose the amount of director's remuneration for the accounting period.
16
Parent company
The parent company of Seaglass Cloud Technology Limited is Seaglass Cloud Technology Group Limited, owning 100% of the voting rights, and it's registered office is C/O Critchleys Llp, Beaver House, 23-38 Hythe Bridge Street, Oxford, Oxfordshire, England, OX1 2EP.
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