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Company registration number: 04046444
AGFORM LTD
Unaudited filleted abridged financial statements
31 December 2023
AGFORM LTD
Contents
Directors and other information
Abridged statement of financial position
Statement of changes in equity
Notes to the financial statements
AGFORM LTD
Directors and other information
Directors Mr. John Misselbrook
Mrs. Karen Misselbrook
Dr James Misselbrook
Mr Jeffrey Dunn
Secretary Mrs K Misselbrook
Company number 04046444
Registered office Maindenstone Heath
Blundell Lane
Bursledon
Southampton
SO31 1AA
Business address Unit 1 Concorde Park
Concorde Way
Segensworth North
Fareham
PO15 5FG
Bankers Metro Bank
Unit 1 & 2 West Quay Shopping Centre
Above Bar Street
Southampton
SO15 1QD
AGFORM LTD
Abridged statement of financial position
31 December 2023
2023 2022
Note £ £ £ £
Fixed assets
Intangible assets 5 2,511,356 3,181,315
Tangible assets 6 174,240 256,679
_______ _______
2,685,596 3,437,994
Current assets
Stocks 114,660 196,364
Debtors 210,885 372,435
Cash at bank and in hand 4,409 1,709
_______ _______
329,954 570,508
Creditors: amounts falling due
within one year ( 1,488,953) ( 1,471,009)
_______ _______
Net current liabilities ( 1,158,999) ( 900,501)
_______ _______
Total assets less current liabilities 1,526,597 2,537,493
Provisions for liabilities 429,283 796,200
_______ _______
Net assets 1,955,880 3,333,693
_______ _______
Capital and reserves
Called up share capital 50,000 50,000
Revaluation reserve 2,385,609 3,028,579
Profit and loss account ( 479,729) 255,114
_______ _______
Shareholders funds 1,955,880 3,333,693
_______ _______
For the 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 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 Act 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 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 abridged statement of comprehensive income has not been delivered.
All of the members have consented to the preparation of the abridged statement of comprehensive income and the abridged statement of financial position for the current year ending 31 December 2023 in accordance with Section 444(2A) of the Companies Act 2006.
These financial statements were approved by the board of directors and authorised for issue on 08 March 2024 , and are signed on behalf of the board by:
Mr. John Misselbrook
Director
Company registration number: 04046444
AGFORM LTD
Statement of changes in equity
Year ended 31 December 2023
Called up share capital Revaluation reserve Profit and loss account Total
£ £ £ £
At 1 January 2022 50,000 432,282 473,048 955,330
Loss for the year ( 421,637) ( 421,637)
Other comprehensive income for the year:
Revaluation of intangible assets other than goodwill 2,800,000 2,800,000
Reclassification from revaluation reserve to profit and loss account ( 203,703) 203,703 -
_______ _______ _______ _______
Total comprehensive income for the year - 2,596,297 ( 217,934) 2,378,363
_______ _______ _______ _______
At 31 December 2022 and 1 January 2023 50,000 3,028,579 255,114 3,333,693
Loss for the year ( 1,377,813) ( 1,377,813)
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account ( 642,970) 642,970 -
_______ _______ _______ _______
Total comprehensive income for the year - ( 642,970) ( 734,843) ( 1,377,813)
_______ _______ _______ _______
At 31 December 2023 50,000 2,385,609 ( 479,729) 1,955,880
_______ _______ _______ _______
AGFORM LTD
Notes to the financial statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is Maindenstone Heath, Blundell Lane, Bursledon, Southampton, SO31 1AA.
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.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership 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.
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.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at a revalued amount, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Combined other intangible assets - 20 % straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
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
Leasehold Improvements - Over 20 years
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. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.
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.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 6 (2022: 6 ).
5. Intangible assets
£
Cost
At 1 January 2023 5,833,391
Additions 26,289
_______
At 31 December 2023 5,859,680
_______
Amortisation
At 1 January 2023 2,652,076
Charge for the year 696,248
_______
At 31 December 2023 3,348,324
_______
Carrying amount
At 31 December 2023 2,511,356
_______
At 31 December 2022 3,181,315
_______
The Development costs consist of testing registration costs and have been capitalised so as to match against expected future revenue to be generated by the development, and consequent manufacture and sale, of the new chemical products. They are being amortised over a 5 year period.
Intangible assets held at valuation
In respect of intangible assets other than goodwill, the aggregate cost, amortisation and the comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
£
At 31 December 2023
Aggregate cost 2,875,179
Aggregate amortisation (2,721,216)
_______
Carrying amount 153,963
_______
At 31 December 2022
Aggregate cost 2,848,890
Aggregate amortisation (2,575,201)
_______
Carrying amount 273,689
_______
The company's patents, trademarks and regulatory approvals were revalued on 12 December 2022 by an independant valuer. The resulting fair valuation is based upon a 3% royalty rate, weighted by the risk and a discounted future cash flow basis of the expected market share within the industry.
6. Tangible assets
£
Cost
At 1 January 2023 888,122
Additions 1,652
Disposals ( 151,460)
_______
At 31 December 2023 738,314
_______
Depreciation
At 1 January 2023 631,443
Charge for the year 84,091
Disposals ( 151,460)
_______
At 31 December 2023 564,074
_______
Carrying amount
At 31 December 2023 174,240
_______
At 31 December 2022 256,679
_______
Tangible assets held at valuation
In respect of tangible assets held at valuation, the aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
£
At 31 December 2023
Aggregate cost 545,965
Aggregate depreciation (437,859)
_______
Carrying amount 108,106
_______
At 31 December 2022
Aggregate cost 544,509
Aggregate depreciation (490,948)
_______
Carrying amount 53,561
_______
Tangible assets were revalued in 2020 from a carrying value of £668k to £1035k, based on equipment taken and re-established in a new research laboratory, and the comparison of the replacement values of 2nd hand machinery.
7. Directors advances, credits and guarantees
During the year the directors entered into the following advances and credits with the company:
2023
Balance brought forward Advances /(credits) to the directors Amounts repaid Balance o/standing
£ £ £ £
Mr. John Misselbrook ( 597,186) - 62,330 ( 534,856)
Mrs. Karen Misselbrook ( 312,971) ( 7,000) - ( 319,971)
_______ _______ _______ _______
( 910,157) ( 7,000) 62,330 ( 854,827)
_______ _______ _______ _______
2022
Balance brought forward Advances /(credits) to the directors Amounts repaid Balance o/standing
£ £ £ £
Mr. John Misselbrook ( 563,179) ( 34,007) - ( 597,186)
Mrs. Karen Misselbrook ( 256,591) ( 56,380) - ( 312,971)
_______ _______ _______ _______
( 819,770) ( 90,387) - ( 910,157)
_______ _______ _______ _______
8. Related party transactions
The company paid rent in the year to Agform Technologies Limited of £54,704 ( 2022 £nil ), of which Mr John Misselbrook is also the director and sole shareholder.
9. Change in prior year depreciation
The prior year has been restated to show the full depreciation on revalued assets, with a balancing transfer of funds from the Revaluation Reserve.