Company registration number SC335158 (Scotland)
SISTEMIC SCOTLAND LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
SISTEMIC SCOTLAND LIMITED
COMPANY INFORMATION
Directors
James Reid
Karen Reid
Donald Smith
Company number
SC335158
Registered office
West of Scotland Science Park
Block 3, Units 3/4, Kelvin Campus
2317 Maryhill Road
GLASGOW
G20 0SP
Accountants
MMG Chartered Accountants
4 Albert Place
PERTH
PH2 8JE
Business address
West of Scotland Science Park
Block 3, Units 3/4, Kelvin Campus
2317 Maryhill Road
GLASGOW
G20 0SP
SISTEMIC SCOTLAND LIMITED
CONTENTS
Page
Accountants' report
1
Balance sheet
2 - 3
Notes to the financial statements
4 - 10
SISTEMIC SCOTLAND LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF SISTEMIC SCOTLAND LIMITED
- 1 -
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Sistemic Scotland Limited for the year ended 31 December 2023 set out on pages 2 to 10 from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants of Scotland we are subject to its ethical and other professional requirements which are detailed at https://icas.com/icas-framework-preparation-of-accounts.
This report is made solely to the Board of Directors of Sistemic Scotland Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Sistemic Scotland Limited and state those matters that we have agreed to state to the Board of Directors of Sistemic Scotland Limited , as a body, in this report in accordance with the requirements of the ICAS as detailed at https://icas.com/icas-framework-preparation-of-accounts. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Sistemic Scotland Limited and its Board of Directors as a body, for our work or for this report.
It is your duty to ensure that Sistemic Scotland Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Sistemic Scotland Limited. You consider that Sistemic Scotland Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Sistemic Scotland Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
MMG Chartered Accountants
11 June 2024
4 Albert Place
PERTH
PH2 8JE
SISTEMIC SCOTLAND LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,036,449
1,036,449
Tangible assets
5
28,142
68,987
1,064,591
1,105,436
Current assets
Stocks
30,607
29,481
Debtors
6
21,494
162,442
Cash at bank and in hand
122,210
44,355
174,311
236,278
Creditors: amounts falling due within one year
7
(309,726)
(275,520)
Net current liabilities
(135,415)
(39,242)
Total assets less current liabilities
929,176
1,066,194
Creditors: amounts falling due after more than one year
8
(670,601)
(702,935)
Net assets
258,575
363,259
Capital and reserves
Called up share capital
9
516
361
Share premium account
3,343,766
2,956,696
Profit and loss reserves
(3,085,707)
(2,593,798)
Total equity
258,575
363,259
SISTEMIC SCOTLAND LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 3 -
For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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.
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.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 11 June 2024 and are signed on its behalf by:
James Reid
Director
Company registration number SC335158 (Scotland)
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
Sistemic Scotland Limited is a private company limited by shares incorporated in Scotland. The registered office is West of Scotland Science Park, Block 3, Units 3/4, Kelvin Campus, 2317 Maryhill Road, GLASGOW, G20 0SP.
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, modified to include the revaluation of Intangible assets at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The company has the support and financial backing of the directors and shareholders.true
The nature of the company's business is such that there can be considerable unpredictable variation in the timing of cash flows. The directors have prepared projected cash flow information for the period ending 8 months from the date of their approval of these financial statements.
On the basis of this cash flow information and support from the directors, the directors consider that the company will continue to operate and consider it appropriate to prepare the financial statements on the going concern basis.
1.3
Turnover
Turnover represents amounts receivable for goods and services net of VAT.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction 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 the expenses recognised that it is probable will be recovered.
1.4
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.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
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 acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Patents
5% per annum straight line
Development Costs
5% per annum straight line
1.6
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:
Fixtures, fittings & equipment
25% per annum straight line
Computer equipment
25% to 33% per annum straight line
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.
1.7
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.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
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.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.10
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.
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 and bank loans, 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.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.12
Taxation
Current tax
The tax currently payable is based on taxable profit for the year. 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 liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Repayment of tax relates to Research and Development claims made.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.13
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.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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 leased asset are consumed.
1.16
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.17
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.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was 5 (2022 - 5).
2023
2022
Number
Number
Total
5
5
4
Intangible fixed assets
Other
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1,057,800
Amortisation and impairment
At 1 January 2023 and 31 December 2023
21,351
Carrying amount
At 31 December 2023
1,036,449
At 31 December 2022
1,036,449
If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
2023
2022
£
£
Cost
182,336
182,336
Accumulated amortisation
94,650
85,533
Carrying value
87,686
96,803
The Patents have been revalued on the Balance Sheet date using the appropriate Biotech industry standard software Patsnap looking at each individual patent which compares the company portfolio against the average for each related technology area. The revaluation is held in the appropriate non distributable Profit and loss reserve.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023 and 31 December 2023
276,060
Depreciation and impairment
At 1 January 2023
207,073
Depreciation charged in the year
40,845
At 31 December 2023
247,918
Carrying amount
At 31 December 2023
28,142
At 31 December 2022
68,987
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
73
16,988
Corporation tax recoverable
76,325
Other debtors
21,421
69,129
21,494
162,442
7
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
14,048
12,500
Trade creditors
256,105
213,956
Taxation and social security
3,137
8,419
Other creditors
36,436
40,645
309,726
275,520
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
7,604
37,312
Other creditors
662,997
665,623
670,601
702,935
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,548,901
3,605,530
516
361
The company issued a further 1,548,901 Ordinary shares of £0.0001 each at a premium of £0.2499 per share on 5th December 2023.
10
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Other information
During the year the company paid £80,934 (2022 - £113,728) in respect of rental charges to Chimaera Leasing, a partnership between James Reid and Karen Reid, directors. Included within Trade creditors at the balance sheet date is £50,444 (2022 - £97,007) due to Chimaera Leasing.
Maintenance charges of £10,583 (2022 - £12,343) were paid to S E Commercial Services in which James Reid and Karen Reid were partners until 30th November 2022. Included within Trade creditors at the balance sheet date is £1,999 (2022 - £3,703) due to S E Commercial Services.
During the year the company paid £111,369 (2022 - £148,292) in respect of management fees to Chimaerabio Limited, a company controlled by James Reid and Karen Reid, directors. Included within Trade creditors at the balance sheet date is £166,873 (2022 - £62,381) due to Chimaerabio Limited.
11
Directors' transactions
Loans have been granted to the company by its directors as follows:
The foregoing advance has been formally agreed and is included among Other creditors due after one year and interest has been charged at 15% per annum from the date of the original advance.
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
James Reid -
18.00
318,075
109,689
(101,999)
325,765
Karen Reid -
18.00
318,075
109,689
(101,999)
325,765
636,150
219,378
(203,998)
651,530
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