Company registration number 09410329 (England and Wales)
CAPRERA LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CAPRERA LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
4 - 12
CAPRERA LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
5
264,457
263,617
Investments
6
898
898
265,355
264,515
Current assets
Stocks
358,170
543,843
Debtors
7
3,014,049
2,526,640
Cash at bank and in hand
100,479
2,858,790
3,472,698
5,929,273
Creditors: amounts falling due within one year
8
(6,911,982)
(1,521,787)
Net current (liabilities)/assets
(3,439,284)
4,407,486
Total assets less current liabilities
(3,173,929)
4,672,001
Creditors: amounts falling due after more than one year
9
(14,168)
(3,687,228)
Provisions for liabilities
(66,114)
Net (liabilities)/assets
(3,254,211)
984,773
Capital and reserves
Called up share capital
10
421
421
Share premium account
16,430,140
16,445,140
Equity reserve
232,901
134,786
Other reserves
343,794
172,788
Profit and loss reserves
(20,261,467)
(15,768,362)
Total equity
(3,254,211)
984,773
The notes on pages 4 to 12 form part of these financial statements.
CAPRERA LTD
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 12 November 2024 and are signed on its behalf by:
J Hibbert
Director
Company registration number 09410329 (England and Wales)
CAPRERA LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Equity reserve
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
421
16,445,140
-
(7,933,028)
8,512,533
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
-
(7,835,334)
(7,835,334)
Issue of convertible loan
-
-
134,786
-
-
134,786
Other movements
-
-
-
172,788
-
172,788
Balance at 31 December 2022
421
16,445,140
134,786
172,788
(15,768,362)
984,773
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
-
(4,445,051)
(4,445,051)
Issue of convertible loan
-
-
98,115
-
-
232,901
Other movements
-
(15,000)
-
171,006
68,757
224,763
Balance at 31 December 2023
421
16,430,140
232,901
343,794
(20,261,467)
(3,254,211)
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
Caprera Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Third Floor, 20 Old Bailey, London, United Kingdom, EC4M 7AN.
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
Since the year-end ttruehe Company has been successful in completing several equity fundraising rounds resulting in an additional capital injection in excess of £3 million. The Company meets its day-to-day working capital requirements through operating cash flows and cash held on the balance sheet, to be adjusted by equity funding. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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.
1.4
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
20% reducing balance
Logistics equipment
20% reducing balance
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.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.
.
1.8
Cash and cash equivalents
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.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.9
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.
1.10
Compound instruments
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. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. 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 equity net of income tax effects and is not subsequently remeasured.
1.11
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
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.
1.13
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.
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
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 using Black Scholes model.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.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.16
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 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Share based payments
A key estimate has been arrived at by the directors in determining the fair value of the share options granted. The fair value of the share options has been determined using the Black Scholes method for valuation at the date of grant and is the best estimate of the company share price at that date in the existing market place.
Convertible debt
The fair value of the convertible loan notes is an estimate made by the directors using the prevailing market interest rate for a similar non-convertible instrument. The difference between the proceeds of issue and the fair value assigned to the liability component is included in equity
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Wholesale supplies
7,233,096
5,744,798
2023
2022
£
£
Other revenue
Interest income
3,849
1,927
All turnover is derived from operations in the UK.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
42
59
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
6,050
388,887
394,937
Additions
61,398
61,398
At 31 December 2023
6,050
450,285
456,335
Depreciation and impairment
At 1 January 2023
2,952
128,368
131,320
Depreciation charged in the year
620
59,938
60,558
At 31 December 2023
3,572
188,306
191,878
Carrying amount
At 31 December 2023
2,478
261,979
264,457
At 31 December 2022
3,098
260,519
263,617
6
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
898
898
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
678,217
1,626,717
Amounts owed by group undertakings
1,330,649
538,921
Other debtors
84,226
278,502
2,093,092
2,444,140
Deferred tax asset
68,757
2,161,849
2,444,140
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
89,700
82,500
Deferred tax asset
762,500
852,200
82,500
Total debtors
3,014,049
2,526,640
8
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
9,999
9,999
Convertible loans (see further details in Note 12)
5,177,090
Trade creditors
744,528
943,957
Taxation and social security
339,544
133,100
Other creditors
640,821
434,731
6,911,982
1,521,787
J Hibbert has provided personal guarantees for the bank loan on 30 September 2018 and 12 November 2019 totalling £100,000.
A debenture dated 4 April 2022 for a fixed and floating charge over the assets of the company is held in favour of HSBC UK Bank plc.
A debenture dated 22 September 2022 for a floating charge over the assets of the company is held in favour of FI Capital Limited was satisfied on 26 June 2023.
Included within other creditors is an invoice discounting facility of £492,384 (2022: £nil) which is secured on certain customer balances.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
14,168
13,874
Convertible loans
3,673,354
14,168
3,687,228
The convertible loan notes were issued on 16 November 2022. Interest accrues on the principal balance of £3,776,000 at 8.0% per annum. The debt is convertible into preferred equity shares of Caprera Limited at maturity from 31 March 2024, or earlier upon a significant financing event or similar. An amount of £232,901 (2022: £134,786) is included in equity, in the equity reserve, which represents this option to convert. The loans were converted into equity in April 2024.
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
24,539,771
24,539,771
245
245
Seed preferred of 0.001p each
2,050,265
2,050,265
21
21
Series A preferred of 0.001p each
15,540,444
15,540,444
155
155
42,130,480
42,130,480
421
421
Each of the classes of shares carry full voting and dividend rights.
11
Share options
Total share issue costs of £587,838 (2022: £587,838) are netted off against the share premium.
The share based payment expense recognised in the year is £102,249 (2022: £172,788).
Stock options have been granted over Ordinary shares that permit the purchase of Ordinary shares for a purchase price of £0.11 per share once vesting criteria have been met. The number of shares over which options exist as at the reporting date was 1,069,324 (2022: 1,069,324).
12
Related party transactions
At the year end, a shareholder was owed £7,622 (2022: owed to the company £5,500) from the company. The amount is unsecured, interest free and repayable on demand.
The company has taken the s33.1A exemption from disclosing transactions between group companies
13
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.
CAPRERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Audit report information
(Continued)
- 12 -
Senior Statutory Auditor:
Grant Lee
Statutory Auditor:
Gerald Edelman LLP
Date of audit report:
14 November 2024
14
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
30,000
15
Events after the reporting date
On 5 April 2024, the convertible loan was converted in to 10,582,254 Ordinary Series A-1 Preferred Shares of 0.001p each.
Between March and September 2024, the company has been successful in raising £3.2m from various fundraising rounds.
2023-12-312023-01-01false14 November 2024CCH SoftwareCCH Accounts Production 2024.210No description of principal activityThis audit opinion is unqualifiedJ HibbertT C AngelM J VermerschB Von Siversfalsefalse094103292023-01-012023-12-31094103292023-12-31094103292022-12-3109410329core:LandBuildings2023-12-3109410329core:OtherPropertyPlantEquipment2023-12-3109410329core:LandBuildings2022-12-3109410329core:OtherPropertyPlantEquipment2022-12-3109410329core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3109410329core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3109410329core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3109410329core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3109410329core:CurrentFinancialInstruments2023-12-3109410329core:CurrentFinancialInstruments2022-12-3109410329core:Non-currentFinancialInstruments2023-12-3109410329core:Non-currentFinancialInstruments2022-12-3109410329core:ShareCapital2023-12-3109410329core:ShareCapital2022-12-3109410329core:SharePremium2023-12-3109410329core:SharePremium2022-12-3109410329core:OtherReservesSubtotal2023-12-3109410329core:OtherReservesSubtotal2022-12-3109410329core:OtherMiscellaneousReserve2023-12-3109410329core:OtherMiscellaneousReserve2022-12-3109410329core:RetainedEarningsAccumulatedLosses2023-12-3109410329core:RetainedEarningsAccumulatedLosses2022-12-3109410329core:ShareCapital2021-12-3109410329core:SharePremium2021-12-3109410329core:OtherReservesSubtotal2021-12-3109410329core:RetainedEarningsAccumulatedLosses2021-12-3109410329core:ShareCapitalOrdinaryShares2023-12-3109410329core:ShareCapitalOrdinaryShares2022-12-3109410329bus:Director12023-01-012023-12-3109410329core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31094103292022-01-012022-12-3109410329core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109410329core:OtherReservesSubtotal2022-01-012022-12-3109410329core:LeaseholdImprovements2023-01-012023-12-3109410329core:PlantMachinery2023-01-012023-12-3109410329core:LandBuildings2022-12-3109410329core:OtherPropertyPlantEquipment2022-12-31094103292022-12-3109410329core:LandBuildings2023-01-012023-12-3109410329core:OtherPropertyPlantEquipment2023-01-012023-12-3109410329core:WithinOneYear2023-12-3109410329core:WithinOneYear2022-12-3109410329core:AfterOneYear2023-12-3109410329core:AfterOneYear2022-12-3109410329bus:PrivateLimitedCompanyLtd2023-01-012023-12-3109410329bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3109410329bus:FRS1022023-01-012023-12-3109410329bus:Audited2023-01-012023-12-3109410329bus:Director22023-01-012023-12-3109410329bus:Director32023-01-012023-12-3109410329bus:Director42023-01-012023-12-3109410329bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP