Company registration number 08072123 (England and Wales)
CEROS CROWD FUSION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CEROS CROWD FUSION LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
CEROS CROWD FUSION LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
30,484
63,200
Tangible assets
4
24,026
36,672
54,510
99,872
Current assets
Debtors
5
1,446,918
1,196,747
Cash at bank and in hand
986,284
499,739
2,433,202
1,696,486
Creditors: amounts falling due within one year
6
(12,994,748)
(10,303,523)
Net current liabilities
(10,561,546)
(8,607,037)
Net liabilities
(10,507,036)
(8,507,165)
Capital and reserves
Called up share capital
8
101
101
Other reserves
9
136,860
67,705
Profit and loss reserves
9
(10,643,997)
(8,574,971)
Total equity
(10,507,036)
(8,507,165)
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 7 October 2024 and are signed on its behalf by:
S Berg
Mrs A L Engel
Director
Director
Company registration number 08072123 (England and Wales)
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Ceros Crowd Fusion Limited is a private company limited by shares incorporated in England and Wales. The registered office is Spaces Cannon Street, 60 Cannon Street, London, EC4N 6NP.
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.
1.2
Going concern
The company currently has a net liability position of £10,507,036 (2022: £8,507,165) and made a loss of £2,069,026 (2022: £3,134,648) during the year ended 31 December 2023. The directors are convinced that with a stable cost base and increase in customer base, the company will improve its liquidity and decrease this liability position in the subsequent reporting period.
The financial statements are prepared on the going concern basis on the assumption that the company will continue in operational existence for the foreseeable future, the validity of which depends upon on the ongoing support of the immediate parent company 'Ceros Inc'.
Ceros Inc has provided the company with a letter of support indicating that it will not seek repayment of its outstanding loan and intercompany balance totalling £10,333,557 to the company to the detriment of other creditors in the 12 months following the formal approval of these financial statements. In addition, it has also confirmed that if the trading forecasts are not achieved, it will provide sufficient additional financial support in order for the Company to meet its obligation towards creditors and carry on trading for a period of at least 12 months from the date of approval of its financial statements. The financial statements include no adjustment that might otherwise be necessary if that support were not forthcoming.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts.
SAAS revenue is recognised over the life of the contract. Creative services revenue is recognised upon completion of the project.
1.4
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.
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
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:
Other intangible assets
3 to 5 years on a straight line basis
1.5
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:
Computer equipment
33% Straight line basis
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.
The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
1.6
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.
1.7
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position 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.
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the 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 to the net carrying amount on initial recognition.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 loans from fellow group companies 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
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 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.
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.13
Leases
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 leases asset are consumed.
1.14
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
33
32
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
3
Intangible fixed assets
Other intangible assets
£
Cost
At 1 January 2023 and 31 December 2023
328,544
Amortisation and impairment
At 1 January 2023
265,344
Amortisation charged for the year
32,716
At 31 December 2023
298,060
Carrying amount
At 31 December 2023
30,484
At 31 December 2022
63,200
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
90,656
Additions
11,020
Disposals
(14,406)
At 31 December 2023
87,270
Depreciation and impairment
At 1 January 2023
53,984
Depreciation charged in the year
18,668
Eliminated in respect of disposals
(9,408)
At 31 December 2023
63,244
Carrying amount
At 31 December 2023
24,026
At 31 December 2022
36,672
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,436,336
1,158,256
Other debtors
10,582
38,491
1,446,918
1,196,747
Trade debtors disclosed above are measured at amortised cost.
Trade debtors are stated after provisions for impairment of £2,387 (2022: £10,016).
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
131,574
99,141
Amounts owed to group undertakings
10,333,557
7,830,085
Taxation and social security
260,996
298,624
Other creditors
2,268,621
2,075,673
12,994,748
10,303,523
Included within amount owed to group undertakings is a trade balance of £10,333,557 (2022: £7,830,085) owed to parent undertaking that is unsecured, interest free, have no fixed date of repayment and are repayable on demand.
7
Share-based payment transactions
Group share-based payments
The company also participates in a share option plan which is granted by the parent entity to the employees of the company. The share based payment expense is recognised on the fair value of the options on grant date recognised over the vesting period. The options can be exercised once certain performance criteria’s have been achieved and are subject to the employee continuing to be an Eligible Employee at the date of exercise.
At the start of the year the company had share options of 315,193, 132,713 options were terminated and options of 325,590 granted during the year.
The options outstanding as at 31 December 2023 had an exercise price ranging from $1.36 to $2.88, and a remaining contractual life of 7.83 years to 10 years.
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
10,080
10,080
101
101
There is a single class of Ordinary Shares. There are no restrictions on the distribution of dividends and repayment of capital.
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
9
Reserves
Other reserves
Other reserve relates to capital contribution in respect of the fair value equity settled share based payment arrangement between the parent entity and the employees of the company.
Profit and loss reserves
Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Bashir Khan ACCA
Statutory Auditor:
Gravita II LLP
Date of audit report:
8 October 2024
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
13,500
12
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Purchases
Purchases
2023
2022
£
£
Other related parties
48,121
51,880
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
10,333,557
7,830,085
Other related parties
71,694
69,938
CEROS CROWD FUSION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
13
Parent company
The parent company is Ceros Incorporated. The parent's registered office is 228 Park Avenue S., Suite 16327, New York, NY 10003, U.S.A.
The ultimate parent company is SEP Rhino Holdings Incorporated. The parent's registered office is 251 Little Falls Drive Wilmington , Delaware, DE 19808, United States.
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