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Company registration number: NI612857
MOF Technologies Limited
Filleted financial statements
31 December 2023
MOF Technologies Limited
Contents
Directors and other information
Directors responsibilities statement
Statement of financial position
Notes to the financial statements
MOF Technologies Limited
Directors and other information
Directors Dr Conor Hamill
Dr Jose Casaban Julian
Mr David Moore
Mr Moritz Georg Bolle
Dr Jean-Claude Pierre
Mr Andrew David Challis
Mrs Beverley Karen Gower-Jones
Mr Dennis Atkinson (Appointed 7 July 2023)
Secretary Kevin Monaghan
Company number NI612857
Registered office 63 University Road
Belfast
BT7 1NF
Auditor Hill Vellacott
22 Great Victoria Street
Belfast
BT2 7BA
MOF Technologies Limited
Directors responsibilities statement
Year ended 31 December 2023
The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MOF Technologies Limited
Statement of financial position
31 December 2023
2023 2022
Note £ £ £ £
Fixed assets
Tangible assets 5 228,079 16,929
_______ _______
228,079 16,929
Current assets
Debtors 6 960,963 214,472
Cash at bank and in hand 4,143,918 4,000,714
_______ _______
5,104,881 4,215,186
Creditors: amounts falling due
within one year 7 ( 277,810) ( 120,018)
_______ _______
Net current assets 4,827,071 4,095,168
_______ _______
Total assets less current liabilities 5,055,150 4,112,097
_______ _______
Net assets 5,055,150 4,112,097
_______ _______
Capital and reserves
Called up share capital 2,928 2,377
Share premium account 6,097,930 4,232,983
Share option reserve 26,861 9,985
Profit and loss account ( 1,072,569) ( 133,248)
_______ _______
Shareholders funds 5,055,150 4,112,097
_______ _______
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.
These financial statements were approved by the board of directors and authorised for issue on 24 April 2024 , and are signed on behalf of the board by:
Dr Conor Hamill
Director
Company registration number: NI612857
MOF Technologies Limited
Notes to the financial statements
Year ended 31 December 2023
1. General information
The principal activity of the company is advancing the commercial deployment of advanced carbon capture technology.
2. Statement of compliance
These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
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, which management consider to be appropriate.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key sources of estimation uncertaintyAccounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:The companies share options were valued using the following formula; Fair Value = Share price x volatility x probability of exit event x probability of new investment. There are various estimates made within the formula used above to calculate the fair value of the option, these are based on management estimates along with historical data.
Turnover
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods 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.Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of expenses recognised that it is probable will be recovered.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, 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 profit or loss.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Research and development
Research expenditure is written off in the year 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.
Tangible assets
tangible assets are initially recorded at cost, and are 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 capital and reserves, 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 capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves 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:
Plant and machinery - 20 % straight line
Fittings fixtures and equipment - 20 % straight line
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Impairment
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. 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 are largely independent of the cash inflows from other assets or groups of assets.
Grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments 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. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
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 in finance costs 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 satsfied, 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.
Cash at bank and in hand
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.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 19 (2022: 12 ).
5. Tangible assets
Long leasehold property Plant and machinery Fixtures, fittings and equipment Assets under construction Total
£ £ £ £ £
Cost
At 1 January 2023 - 999,070 12,603 - 1,011,673
Additions 121,250 29,848 10,517 59,385 221,000
_______ _______ _______ _______ _______
At 31 December 2023 121,250 1,028,918 23,120 59,385 1,232,673
_______ _______ _______ _______ _______
Depreciation
At 1 January 2023 - 986,700 8,044 - 994,744
Charge for the year - 7,026 2,824 - 9,850
_______ _______ _______ _______ _______
At 31 December 2023 - 993,726 10,868 - 1,004,594
_______ _______ _______ _______ _______
Carrying amount
At 31 December 2023 121,250 35,192 12,252 59,385 228,079
_______ _______ _______ _______ _______
At 31 December 2022 - 12,370 4,559 - 16,929
_______ _______ _______ _______ _______
6. Debtors
2023 2022
£ £
Trade debtors - 10,722
Other debtors 960,963 203,750
_______ _______
960,963 214,472
_______ _______
7. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors 158,076 27,927
Social security and other taxes 28,146 14,288
Other creditors 91,588 77,803
_______ _______
277,810 120,018
_______ _______
8. Share-based payments
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
2023 2022 As Restated
No. WAEP No. WAEP
Outstanding at 1 January 2023 473,725 - 193,640 -
Granted during the year 93,900 - 301,366 -
Forfeited during the year ( 3,208) - ( 21,281) -
Exercised during the year ( 216,744) - - -
_________ _______ _________ _______
Outstanding at 31 December 2023 347,673 - 473,725 -
_________ _______ _________ _______
The total expense recognised in profit or loss for the year is as follows:
2023 2022
£ £
Equity-settled share-based payments 16,876 9,985
_________ _______
The companies share options were valued using the following formula; Fair Value = Share price x volatility x probability of exit event x probability of new investment. There are various estimates made within the formula used above to calculate the fair value of the option, these are based on management estimates along with historical data.
9. Operating leases
The company as lessee
The total future minimum lease payments under non-cancellable operating leases are as follows:
£ £
Not later than 1 year 90,000 -
Later than 1 year and not later than 5 years 125,250 -
_______ _______
215,250 -
_______ _______
10. Limitation of auditors liability
The company has entered into a liability limitation agreement with the company's auditor which was approved on 04 January 2024. The principal terms of the agreement are that the auditor's liability is limited to a multiple of the audit fee issued and paid for the year, but the multiple cannot be less than such amount as is fair and reasonable.
11. Summary audit opinion
The auditor's report dated 24 April 2024 was unqualified.
The senior statutory auditor was Conor McCaffrey ACA for and on behalf of Hill Vellacott