Company Registration No. 06803983 (England and Wales)
Alphaco Ltd
Unaudited financial statements
for the year ended 31 December 2023
Pages for filing with the registrar
Alphaco Ltd
Contents
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
Alphaco Ltd
Balance sheet
As at 31 December 2023
31 December 2023
1
2023
2022
Notes
£
£
£
£
Non-current assets
Investments
5
-
-
Debtors falling due after more than one year
7
7,271,437
7,271,437
Current assets
Debtors falling due within one year
7
7,111,977
49,006
Cash at bank and in hand
240
37,699
7,112,217
86,705
Creditors: amounts falling due within one year
8
(10,931,185)
(14,012,053)
Net current liabilities
(3,818,968)
(13,925,348)
Total assets less current liabilities
(3,818,968)
(6,653,911)
Creditors: amounts falling due after more than one year
8
(6,159,942)
Net liabilities
(3,818,968)
(12,813,853)
Capital and reserves
Called up share capital
9
3,585,389
3,585,389
Share premium account
10
7,855,820
7,855,820
Profit and loss reserves
(15,260,177)
(24,255,062)
Total equity
(3,818,968)
(12,813,853)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
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 director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
Alphaco Ltd
Balance sheet (continued)
As at 31 December 2023
31 December 2023
2
The financial statements were approved and signed by the director and authorised for issue on 26 September 2024
Edward A Timpany
Director
Company Registration No. 06803983
Alphaco Ltd
Statement of changes in equity
For the year ended 31 December 2023
3
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
3,585,389
7,855,820
(19,240,115)
(7,798,906)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(5,014,947)
(5,014,947)
Balance at 31 December 2022
3,585,389
7,855,820
(24,255,062)
(12,813,853)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
8,994,885
8,994,885
Balance at 31 December 2023
3,585,389
7,855,820
(15,260,177)
(3,818,968)
Alphaco Ltd
Notes to the financial statements
For the year ended 31 December 2023
4
1
Accounting policies
Company information
Alphaco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 85 Great Portland Street, London, W1W 7LT.
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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
During the year ended 31 December 2023, the company made a profit after tax of £8,994,885 (2022: loss £5,014,947) (the result before impairment charges against intercompany loan balances and release of loan obligation was a loss of £630,537 (2022: £1,240,112) and had net current liabilities.
The company relies on the support of its director and group companies. Based on discussions at the reporting date, the director has a reasonable expectation that they will receive additional funding to meet the company's commitments for the foreseeable future and have therefore prepared the financial statements on the going concern basis.
The director has considered the relevant issues and is satisfied that it is appropriate to prepare these financial statements on a going concern basis. These financial statements do not include the adjustments that would result if the company was unable to continue as going concern.
1.3
Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
1.4
Financial instruments
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Alphaco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
5
Fair value measurement of financial instruments
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
1.5
Taxation
Tax is recognised in the Statement of Comprehensive Income, except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Due to losses incurred during the year there is no corporation tax charge.
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.
Alphaco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
6
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.6
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 director is 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.
3
Employees
The average monthly number of employees, including the director, during the year was 1 (2022 - 1).
4
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable - other
35
Alphaco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
7
5
Fixed asset investments
2023
2022
£
£
Investments
-
-
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2023
1,472,779
Additions (i)
11,719,116
At 31 December 2023
13,191,895
Impairment
At 1 January 2023
1,472,779
Impairment losses
11,719,116
At 31 December 2023
13,191,895
Carrying amount
At 31 December 2023
-
At 31 December 2022
-
(i) Represents the value of further shares acquired in EuroEco Fuels Poland Sp. z.o.o. wherein the consideration was settled by the reduction in loan obligations.
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Alphaco Operations Limited
1
Ordinary shares
100.00
-
EuroEco Fuels Poland Sp. z.o.o
2
Ordinary shares
100.00
-
Registered office addresses:
1
Le Marecage, Rue des Marais, St Pierre du Bois, GY7 9LD, Guernsey
2
25-31 Kujota Street, 70-605 Szczecin, Poland
Alphaco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
8
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
7,063,334
Other debtors
48,643
49,006
7,111,977
49,006
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
7,271,437
Total debtors
7,111,977
7,320,443
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
23,788
Other creditors
10,931,185
13,988,265
10,931,185
14,012,053
Creditors: amounts falling due after more than one year
Other creditors
6,159,942
£10,517,632 (2022: £19,436,761) of the other creditors balance included within amounts falling due within one year represents sums payable to the director, entities controlled by the director, companies which share common directors, a minority shareholder and other parties, who have agreed to not seek repayment unless the company has sufficient funds in place to continue as a going concern.
The other creditors balance includes a loan of £6,783,353 (2022: £6,159,742) owing to a minority shareholder, on which interest accrues at 1% per month and is payable at the end of each month. If the interest is not paid it is added to the loan. In May 2024 the loan was novated to an entity – which the company shares common directors.
9
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
3,585,388,859 Ordinary shares of 0.1p each
3,585,389
3,585,389
Alphaco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
9
10
Reserves
Share premium account
The Share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of the nominal value.
11
Related party transactions
In accordance with Financial Reporting Standard FRS102 (section 33.1A), the company has taken advantage of the exemption for the group undertakings, whose 100% voting rights are controlled within a group, from the requirement to disclose related party transactions.
At the year-end end the company was owed £2,207,602 (2022: £1,168,673) by the parent company Alphaco Investments Limited, however this balance is not disclosed within debtors in either year as it has been impaired in full as it is not considered to be recoverable.
The company was loaned monies by Circtec Engineering Ltd and Circtec Ltd, which are companies which share common directors. At the year end the respective balances were £nil (2022: £7,273,352) and £1,776,249 (2022: £5,425,005). During the year the company was released by Circtec Engineering Ltd from its then loan obligation of £12,588,396.
The company loaned monies in prior periods to Circtec Manufacturing Limited which is a company which shares common directors. Part of the monies loaned were in euro. At the year end the balance was £630,176 (2022: £630,200). However, this balance is not disclosed with debtors in either year as it has been impaired in full as it is not considered to be recoverable.
The company was loaned monies by Alphaco Consulting Limited, a company controlled by the director. At the year end the balance was £89,423 (2021: £89,423).
The company owed the director EA Timpany £998,535 (2022: £90,197) at the year end.
12
Parent company
The immediate and ultimate parent company is Alphaco Investments Limited, which is controlled by The EA Timpany Life Interest Settlement B Fund ("Trust"). There is no ultimate controlling party of the Trust.
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