Registration number:
Perceptual Robotics Limited
for the Year Ended 31 December 2023
Pages for filing with Registrar
Perceptual Robotics Limited
Contents
Company Information |
|
Statement of Financial Position |
|
Notes to the Unaudited Financial Statements |
Perceptual Robotics Limited
Company Information
Directors |
D N Nikolaidis T S Richardson C R Day K Karachalios K Driscoll-Lind R W Sykes Y Mousmoulas A R Chant |
Registered number |
10237436 |
Registered office |
|
Accountants |
|
Perceptual Robotics Limited
(Registration number: 10237436)
Statement of Financial Position as at 31 December 2023
Note |
2023 |
2022 |
|
Non-current assets |
|||
Intangible assets |
|
|
|
Property, plant and equipment |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Trade and other receivables |
|
|
|
Inventories |
130,793 |
75,171 |
|
Cash and cash equivalents |
|
|
|
|
|
||
Current liabilities |
|||
Trade and other payables |
(58,059) |
(67,747) |
|
Contract liabilities |
- |
(15,831) |
|
Loans and borrowings |
(65,460) |
(71,848) |
|
( |
( |
||
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
208 |
161 |
|
Share premium reserve |
5,370,674 |
2,732,426 |
|
Share application reserve |
- |
100,000 |
|
Other reserves |
108,507 |
- |
|
Retained earnings |
(1,995,518) |
(927,999) |
|
Total equity |
3,483,871 |
1,904,588 |
Perceptual Robotics Limited
(Registration number: 10237436)
Statement of Financial Position as at 31 December 2023 (continued)
For the financial year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
• |
|
• |
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.
Approved and authorised by the
......................................... |
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
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.
First-time adoption of IFRS
The financial statements, for the year ended 31 December 2022, are the first the company has prepared in accordance with IFRS. For periods up to and including the period ended 31 December 2021, the company prepared its financial statements in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Accordingly, the company has prepared financial statements that comply with IFRS applicable as at 31 December 2022, together with the comparative period data for the period ended 31 December 2021, as described in the summary of significant accounting policies. In preparing the financial statements, the company’s opening statement of financial position was prepared as at 1 July 2020, the company’s date of transition to IFRS. No principal adjustments were needed in restating the FRS 102 Section 1A financial statements so the statement of financial position as at 1 July 2020 has not been included.
Exemptions applied
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS.
The company has applied the following exemptions:
- IFRS Business Combinations has not applied to acquisitions of subsidiaries that are considered businesses under IFRS that occurred before 1 January 2022.
- Under IFRS 15 paragraph B16 the company is not required to make disclosures relating to performance obligations.
Statement of compliance
These financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Basis of preparation
These financial statements have been prepared using the historical cost convention.
The financial statements are prepared in pounds sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
For all periods up to and including the year period to 31 December 2021, the company prepared its financial statements in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. These financial statements for the year ended 31 December 2022 are the first the company has prepared in accordance with IFRS.
Going concern
The company's financial statements have been prepared on a going concern basis on the grounds that current and future sources of funding or support will be more than adequate for the company's needs. The directors have considered a period of twelve months from the date of approval of the financial statements. The company is currently loss making while it invests in product development and so the company is reliant on continued investment to be able to meet third party liabilities as they fall due.
Disclosure of long or short period
These financial statements have been prepared for the year to 31 December 2022, whereas the prior period was for the extended period from 1 July 2020 to 31 December 2021, so they are not directly comparable to the prior accounting period.
Group accounts not prepared
The financial statements contain information about Perceptual Robotics Limited as an individual company and do not contain consolidated financial information as the parent of a group. This is because the information is considered to be immaterial and, if omitted, it will not influence decisions the users make about the entity based on the financial statements.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Revenue from the sale of goods such as drone units is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, which is usually on dispatch.
Revenue earned from the supply of support services is recognised straight line on a monthly basis over the period specified in the underlying agreement, where these services are provided by an indeterminate number of acts.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Government grants
Government grants are recognised based on the performance against the conditions in the grant taking due consideration of the time expected to complete the work.
Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 taxable income.
Tangible assets
Tangible fixed assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation.
The cost of tangible fixed assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
Furniture, fittings, and equipment |
25% on cost |
Drone equipment |
25% on cost |
Plant & machinery |
30% on cost |
Motor vehicles |
25% on cost |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Development costs
Development expenditure is written off as incurred, except that development expenditure incurred on an individual project is capitalised as an intangible asset when the company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.
Intangible assets
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Trademarks, patents and licenses |
10% on cost |
Development costs |
over 3 - 5 years |
Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication of impairment. Where impairment is indicated, the recoverable amount of the asset is estimated. which is calculated by the higher of fair value less costs of disposal compared with value in use, to determine the level of the impairment.
In estimating the fair value of an asset the entity uses market-observable data to the extent it is available. Where these inputs are not available, the entity engages qualified third party valuers to perform such valuations. The board of directors work with these valuers to establish an appropriate technical and to establish the inputs.
Value in use is calculated using estimated cash flows, generally over a five-year period. These are discounted using an appropriate long-term pre-tax interest rate. When an impairment arises, the useful life of the asset in question is reviewed and, if necessary, the future depreciation/amortisation charge is accelerated.
When the recoverable amount of an asset is less than its carrying amount, then the carrying amount is reduced to its recoverable value. This reduction is reported in the statement of profit or loss and other comprehensive income as an impairment loss.
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Trade receivables
Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less any provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade payables
Trade payables are recognised at the transaction price.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit or loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
Employee benefits
When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Share based payments
The company has issued options over its unissued shares to certain employees. The cost of equity-settled transactions is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the option holder becomes fully entitled to the award. Fair value is determined using the Black Scholes pricing model.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments with will ultimately vest. The movement in cumulative expense since the previous balance sheet date is recognised in the profit and loss accounts, with corresponding entry in equity.
Financial instruments
Financial assets
Financial assets are subsequently classified into the following specified categories:
• financial assets at fair value through profit or loss, including held for trading;
• fair value through other comprehensive income; or
• amortised cost.
The classification depends on the nature and purpose of the financial asset (ie. the company’s business model for managing the financial assets and the contractual terms of the cash flows) and is determined at the time of initial recognition.
Financial assets are classified as at fair value through other comprehensive income if they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. They are measured at amortised cost if they are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets not held at amortised cost or fair value through other comprehensive income are held at fair value through profit or loss.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements.
Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recognised at proceeds received net of issue costs.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss (“FVTPL”) or financial liabilities at amortised cost, which are measured using the effective interest method. At present the company does not have any financial liabilities at FVTPL.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument, or a shorter period, on the net carrying amount on initial recognition.
Provisions
Provisions are recognised where a legal or constructive obligation has been incurred which will probably lead to an outflow of resources that can be reasonably estimated. Provisions are recorded for the estimated ultimate liability that is expected to arise, taking into account the time value of money. A contingent liability is disclosed where the existence of the obligations will only be confirmed by future events, or where the amount of the obligation cannot be measured with reasonable reliability.
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The following judgements (apart from those involving estimates) have been made in the process of applying the above accounting policies that have had the most significant effect on amounts recognised in the financial statements:
Capitalisation of internally developed assets
A judgement is applied by management in distinguishing the research and development phases of a new internally developed asset and determining whether the recognition requirements for the capitalisation of development costs are met. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.
Estimation of useful lives of assets
The company determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or nonstrategic assets that have been abandoned or sold will be written off or written down.
Inventories
Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
3 |
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued) |
Impairment of non-financial assets other than goodwill and other intangible assets
The company assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Support services contract revenue
The stage of completion of support services contract revenue by management whilst taking into consideration all information available at the reporting date. In this process, significant estiamtes are made about the estimated costs to complete work.
Employees and directors |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Share-based payment expenses |
|
- |
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Manufacturing |
|
|
Servicing |
|
|
Management |
|
|
Sales |
|
|
Research and development |
|
|
|
|
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Intangible assets |
Trademarks, patents and licenses |
Development costs |
Total |
|
Cost |
|||
At 1 January 2023 |
|
|
|
Additions acquired separately |
|
|
|
At 31 December 2023 |
|
|
|
Amortisation |
|||
At 1 January 2023 |
|
- |
|
Amortisation charge |
|
|
|
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Tangible assets |
Furniture, fittings and equipment |
Drone Equipment |
Motor vehicles |
Plant and Machinery |
Total |
|
Cost |
|||||
At 1 January 2023 |
|
|
- |
|
|
Additions |
|
|
|
- |
|
At 31 December 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 January 2023 |
|
|
- |
|
|
Charge for the year |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2023 |
|
|
|
|
|
At 31 December 2022 |
|
|
- |
|
|
Investments |
2022 |
2021 |
|
Investments in subsidiaries |
|
|
Fair value information for the investments have not been disclosed because, as they don't have a quoted market price in an active market, their fair value cannot be measured reliably.
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking |
Country of incorporation |
Nature of business |
Holding |
|
2023 |
2022 |
|||
|
162-164 Syggrou Avenue,
|
Design |
|
|
Greece |
The financial statements do not contain consolidated financial information for Perceptual Robotics Hellas as it is considered to be immaterial.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Trade and other receivables |
Current |
Note |
2023 |
2022 |
Trade receivables |
|
|
|
Other receivables |
|
|
|
Prepayments |
57,777 |
2,593 |
|
Corporation tax |
|
|
|
|
|
Inventories |
2023 |
2022 |
|
Raw materials and consumables |
|
- |
Finished goods |
|
|
|
|
Cash and cash equivalents |
2022 |
2021 |
|
Cash at bank |
|
|
Trade and other payables |
2023 |
2022 |
|
Due within one year |
||
Trade payables |
|
|
Social security and other taxes |
|
|
Other payables |
- |
|
Accruals |
|
|
Contract liabilities |
- |
|
Directors' loan accounts |
|
|
|
|
|
Due after one year |
||
Loans and borrowings |
|
- |
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Pension and other schemes |
Defined contribution pension scheme
The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £11,347 (2022 - £5,531).
Share capital and reserves |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
85.20 |
|
85.20 |
|
|
1.20 |
|
1.20 |
|
|
121.78 |
|
74.64 |
|
|
|
|
New shares allotted
During the year, 6,999 Ordinary B shares and 71,959 Ordinary C shares with an aggregate nominal value £7.90 were allotted for a total aggregate consideration of £307,440. |
Reserves |
Retained earnings account
The retained earnings account reflects the cumulative profits and losses, net of distributions to owners.
Share premium reserve
The share premium account reflects the difference between the amount received for share capital and its nominal value.
Share application reserve
The share application reserve reflects the amount received in relations to shares which were issues after the year end.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Share-based payments |
Scheme details and movements
The movements in the number of share options during the year were as follows:
2023 |
2022 |
|
Outstanding, start of period |
|
|
Granted during the period |
|
|
Exercised during the period |
- |
( |
Outstanding, end of period |
|
|
Exercisable, end of period |
- |
|
|
The movements in the weighted average exercise price of share options during the year were as follows:
2023 |
2022 |
|
Outstanding, start of period |
|
|
Granted during the period |
- |
|
Exercised during the period |
- |
|
Exercisable, end of period |
|
|
|
Effect of share-based payments on profit or loss and financial position
No expense has been recognised in the year under review, on the grounds that the expense is immaterial.
The exercise price of options outstanding at 31 December 2022 ranged between £0.0001 and £0.02 (2021 - £0.02) and their weighted average contractual life was 10 years (2021 - 8 years).
Scheme details and movements
The movements in the number of share options during the year were as follows:
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
15 |
Share-based payments (continued) |
2023 |
2022 |
|
Outstanding, start of period |
|
- |
Granted during the period |
|
|
Outstanding, end of period |
|
|
Exercisable, end of period |
|
- |
|
The movements in the weighted average exercise price of share options during the year were as follows:
2023 |
2022 |
|
|
Effect of share-based payments on profit or loss and financial position
No expense has been recognised in the year under review, on the grounds that the expense is immaterial.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Related party transactions |
Key management personnel of the entity
Key management compensation
2023 |
2022 |
|
Share options granted |
|
|
Amounts owed to directors |
2023 |
At 1 January 2023 |
Repayments by director |
At 31 December 2023 |
|
|||
Directors |
71,848 |
(6,388) |
65,460 |
2022 |
At 1 January 2022 |
Repayments by director |
At 31 December 2022 |
|
|||
Directors |
71,848 |
- |
71,848 |
Income and receivables from related parties
2023 |
|
2022 |
Subsidiary |
Receipt of services |
|
Amounts receivable from related party |
|
|
Expenditure with and payables to related parties
2023 |
Subsidiary |
Rendering of services |
|
|
2022 |
Subsidiary |
Rendering of services |
|
|
Transactions with the subsidiary were undertaken at arm's length.
Perceptual Robotics Limited
Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023 (continued)
Financial instruments |
Financial risk management objectives
The management of the company and the execution of its strategy are subject to a number of risks. The principal risk and uncertainties affecting the Group include the following:
Market risk
As required under IFRS 7, Management have considered each type of market risk which would include.
Foreign exchange risk
The majority of the company's transactions are made in Sterling, being the functional currency of the company. Management therefore deem the foreign exchange risk to be low.
Credit risk
The majority of the company's customers are large multinational companies with low credit ratings. Credit terms are limited to 30 days for most customers, therefore management deem the credit risk of the company to be low. The maturity of the trade receivables as at 31 December 2022 is less than 30 days for 100% of the receivables.
Liquidity risk
The company holds large cash reserves as a result of significant investment in the year to 31 December 2022. As such, management deem the liquidity risk of the company to be low.