Company registration number SC271566 (Scotland)
CELLUCOMP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
PAGES FOR FILING WITH REGISTRAR
CELLUCOMP LIMITED
CONTENTS
Page
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
CELLUCOMP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -
2024
2023
£
£
Loss for the year
(622,572)
(512,245)
Other comprehensive income
-
-
Total comprehensive income for the year
(622,572)
(512,245)
CELLUCOMP LIMITED
BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
5
719,854
723,659
Tangible assets
6
154,508
874,362
723,659
Current assets
Debtors
7
226,592
81,360
Cash at bank and in hand
232,027
128,106
458,619
209,466
Creditors: amounts falling due within one year
8
(140,785)
(109,812)
Net current assets
317,834
99,654
Total assets less current liabilities
1,192,196
823,313
Capital and reserves
Called up share capital
10
19,649
15,356
Share premium account
12,587,238
11,600,076
Share option reserve
116,850
116,850
Profit and loss reserves
(11,531,541)
(10,908,969)
Total equity
1,192,196
823,313
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 January 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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.
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.
The financial statements were approved by the board of directors and authorised for issue on 30 October 2024 and are signed on its behalf by:
Eric Whale
David Hepworth BSc PhD
Director
Director
Company Registration No. SC271566
CELLUCOMP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
Share capital
Share premium account
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 February 2022
11,189
11,304,225
116,850
(10,396,724)
1,035,540
Year ended 31 January 2023:
Loss and total comprehensive income
-
-
-
(512,245)
(512,245)
Issue of share capital
10
4,167
295,851
-
-
300,018
Balance at 31 January 2023
15,356
11,600,076
116,850
(10,908,969)
823,313
Year ended 31 January 2024:
Loss and total comprehensive income
-
-
-
(622,572)
(622,572)
Issue of share capital
10
4,293
987,162
-
-
991,455
Balance at 31 January 2024
19,649
12,587,238
116,850
(11,531,541)
1,192,196
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
1
Accounting policies
Company information
Cellucomp Limited is a private company limited by shares and incorporated in Scotland. The registered office is 9 Haymarket Square, Edinburgh, EH3 8RY.
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.
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
These financial statements are prepared on the going concern basis. At the balance sheet date, the company has a net deficiency of assets with losses supported by ongoing loans from investors. The company reports a Net Current Assets position at the balance sheet and is able to meet short-term financial obligations as they fall due.
The directors are confident of being able to raise the additional capital required to bring the product to market and become profitable and are confident that the company is able to continue as a going concern.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and 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, settlement discounts and volume rebates.
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.
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.
Intellectual Property Rights were capitalised on the company's incorporation in 2004 and are amortised over the period for which the company is expected to benefit, deemed to be 10 years from incorporation.
Patents are valued at cost less accumulated amortisation.
Research expenditure is written off to the profit and loss account in the year in which it is incurred.
Development expenditure is written off in the same year unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised in line with the accounting policy.
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 5 -
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:
Trademarks, patents & licences
20 years straight line
Development costs
5 years straight line
Intellectual Property Rights
10 years straight line
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:
Leasehold improvements
5 years straight line
Plant and equipment
4 - 5 years straight line
Fixtures and fittings
4 years straight line
Office equipment
3 years 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.
1.6
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash at bank and in hand
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.
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 6 -
1.8
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, bank loans, loans from fellow group companies and preference shares 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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 7 -
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.
1.10
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 stock or fixed assets.
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.
1.13
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.
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 8 -
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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
5
6
4
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
252,920
234,609
Company pension contributions to defined contribution schemes
2,642
2,642
255,562
237,251
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
81,765
74,900
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
5
Intangible fixed assets
Patents & licences
Development costs
Intellectual Property Rights
Total
£
£
£
£
Cost
At 1 February 2023
972,134
1,631,970
12,000
2,616,104
Additions
45,937
45,937
Disposals
(1,631,970)
(12,000)
(1,643,970)
At 31 January 2024
1,018,071
1,018,071
Amortisation and impairment
At 1 February 2023
248,475
1,631,970
12,000
1,892,445
Amortisation charged for the year
49,742
49,742
Disposals
(1,631,970)
(12,000)
(1,643,970)
At 31 January 2024
298,217
298,217
Carrying amount
At 31 January 2024
719,854
719,854
At 31 January 2023
723,659
723,659
6
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Office equipment
Total
£
£
£
£
£
Cost
At 1 February 2023
136,314
25,094
20,800
182,208
Additions
74,929
93,661
168,590
Disposals
(6,000)
(6,912)
(12,912)
At 31 January 2024
74,929
223,975
25,094
13,888
337,886
Depreciation and impairment
At 1 February 2023
136,314
25,094
20,800
182,208
Depreciation charged in the year
6,072
8,010
14,082
Eliminated in respect of disposals
(6,000)
(6,912)
(12,912)
At 31 January 2024
6,072
138,324
25,094
13,888
183,378
Carrying amount
At 31 January 2024
68,857
85,651
154,508
At 31 January 2023
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
9,930
34,092
Amounts owed by group undertakings
98,072
Other debtors
19,479
10,837
Prepayments and accrued income
99,111
36,431
226,592
81,360
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
80,814
65,869
Taxation and social security
7,214
7,424
Other creditors
8,836
22,777
Accruals and deferred income
43,921
13,742
140,785
109,812
9
Government grants
Government grants
Government grants have been received from the HMRC and Innovate UK.
Grants from Innovate UK are to reimburse expenses incurred on particular projects and are recognised in the Profit and Loss Account as an expense, subject to approval of grant claims.
Grants from HMRC in respect of the Research and Development Credit (RDEC) are recognised in the Profit and Loss Account when the amount has been reliably measured.
The amount of government grants recognised in the financial statements was £68,382 (2023: £64,275)
CELLUCOMP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
10
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
1,964,913 (2023: 1,535,600) Ordinary shares of 1p each
19,649
15,356
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, which fall due as follows:
2024
2023
£
£
Within one year
32,113
Between two and five years
48,170
80,283
12
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Other information
Griffin Consulting S.A.R.L., of which Christian Kemp-Griffin is a director, was paid £62,622 (2023: £58,451) in respect of consultancy fees and £nil (2023: £491) for travel expenses.
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