Company No:
Contents
DIRECTORS | M Maslik |
M Sahm | |
F Siddiqui |
REGISTERED OFFICE | Tintagel House |
92 Albert Embankment | |
London | |
SE1 7TY | |
United Kingdom |
COMPANY NUMBER | 09270518 (England and Wales) |
ACCOUNTANT | Gravita Business Services Limited |
Aldgate Tower | |
2 Leman Street | |
London | |
E1 8FA | |
United Kingdom |
Note | 2023 | 2022 | ||
£ | £ | |||
Fixed assets | ||||
Tangible assets | 3 |
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Investments | 4 |
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656,167 | 441,820 | |||
Current assets | ||||
Stocks | 5 |
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Debtors | 6 |
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Cash at bank and in hand | 7 |
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8,654,426 | 10,663,913 | |||
Creditors: amounts falling due within one year | 8 | (
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Net current assets | 2,495,794 | 6,229,377 | ||
Total assets less current liabilities | 3,151,961 | 6,671,197 | ||
Net assets |
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Capital and reserves | ||||
Called-up share capital |
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Share premium account |
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Other reserves |
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Profit and loss account | (
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Total shareholders' funds |
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Directors' responsibilities:
The financial statements of Circadia Technologies Ltd. (registered number:
F Siddiqui
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Circadia Technologies Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Tintagel House, 92 Albert Embankment, London, SE1 7TY, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the company is partially reliant on the future capital investment and although no assurance can be given, management are confident that it will be successful in these efforts given its track record of raising capital historically.
The directors are of the opinion that the matters described above are material uncertainties related to events or conditions that may cast significant doubt upon the company's ability to continue as a going concern. However, the directors have a reasonable expectation that the company will be successful in its fundraising efforts and the directors can minimize discretionary spend and scale back activity if required. Therefore the directors have a reasonable expectation that the company will continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements
Group accounts exemption s399
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.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
The Company issues cash-settled share based payments to certain employees within the Company. Cash-settled share based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the cash-settled share based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured by use of the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
A liability equal to the portion of the goods or services received is recognised at and remeasured to the current fair value determined at each Balance Sheet date for cash-settled share based payments, with any changes in fair value recognised in the Profit and Loss Account.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Office equipment |
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Computer equipment |
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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.
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.
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. 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.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.
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.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.
Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.
Expenditure on research is written off in the year in which it is incurred. Where appropriate, development expenditure is capitalized and amortized over its useful economic life.
2023 | 2022 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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Office equipment | Computer equipment | Total | |||
£ | £ | £ | |||
Cost | |||||
At 01 November 2022 |
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Additions |
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At 31 October 2023 |
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Accumulated depreciation | |||||
At 01 November 2022 |
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Charge for the financial year |
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At 31 October 2023 |
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Net book value | |||||
At 31 October 2023 |
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At 31 October 2022 |
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Investments in subsidiaries
2023 | |
£ | |
Cost | |
At 01 November 2022 |
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At 31 October 2023 |
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Carrying value at 31 October 2023 |
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Carrying value at 31 October 2022 |
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Investments in shares
Name of entity | Registered office | Principal activity | Class of shares |
Ownership 31.10.2023 |
Ownership 31.10.2022 |
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1100 Glendon Ave, Suite 1555, Los Angeles 90024, United States of America | Distribution of the Circadia C100 medical device. |
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2023 | 2022 | ||
£ | £ | ||
Stocks |
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2023 | 2022 | ||
£ | £ | ||
Amounts owed by Group undertakings |
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Corporation tax |
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Other debtors |
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2023 | 2022 | ||
£ | £ | ||
Cash at bank and in hand |
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2023 | 2022 | ||
£ | £ | ||
Trade creditors |
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Convertible loan notes |
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Taxation and social security |
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Other creditors |
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The total aggregate directors remuneration for the year was £203,750 (2022: £251,067). The directors are the only key management personnel of the company.
At the year end, the director owed £494 (2022 : £494) to the Company.
The company has taken the qualifying entries exemption available in FRS 102 not disclose related party transactions with other wholly owned group entities.
The director, F Siddiqui, is considered the ultimate controlling party by virtue of their shareholding.