Company Registration No. 12878216 (England and Wales)
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
COMPANY INFORMATION
Directors
A I Brown
W Higgins
G Lomas
(Appointed 9 April 2024)
Company number
12878216
Registered office
1st Floor
Central House
Otley Road, Beckwith Knowle
Harrogate
HG3 1UF
Accountants
TC Group
15 Bankside
The Watermark
Gateshead
England
NE11 9SY
Auditor
Counting North Limited
Salvus House
Aykley Heads
Durham
England
DH1 5TS
Business address
1st Floor
Central House
Otley Road, Beckwith Knowle
Harrogate
HG3 1UF
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13 - 14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
CONTENTS
Company statement of cash flows
19
Notes to the financial statements
20 - 42
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

 

Principal Activity

 

The principal activities of the group are:

Review of the Business and Future Developments

UK Smart Meter Programme

Demand from the UK Smart Metering Programme remained at normalised levels during the first half of the year but then saw a decline in the second half with several large suppliers citing a slow-down in installations resulting in overstocking situations. This appears to have been industry-wide as we largely maintained our market share leadership throughout 2023, maintaining 100% on-time supply to all customers.

Whilst volume demand fluctuated, the post-pandemic, punitive, effects on the supply chain for key components were also still being felt for the majority of FY23 as prices were slow to return to anything like the pre-pandemic levels. However, the improved international logistics conditions and the revision of certain commercial terms by Chameleon through the course of the previous year at both customer and product level supported a modest improvement to margins during the year.

Energy Policy Landscape

The Ukraine conflict continued to create real concern for the country’s energy security and maintained the unprecedented pressure on energy bills. The domestic energy price cap continued to offer some protection to consumers against the spiralling costs of electricity and gas but despite this, consumer energy debt reached almost £3Bn by the end of 2023. Meanwhile, the year saw yet more adverse climate impacts with new records being set once again for temperatures around the globe. Despite the combination of these major factors creating a perfect storm scenario whereby energy security, the need to adopt energy saving solutions in the home and to acknowledge the need to act against the climate emergency should have kept the Government’s energy policy to deliver Net Zero at the top of the political agenda, the prospect of a general election in 2024 and a growing populist backlash against the reported costs of achieving Net Zero created some uncertainty.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

Innovation Projects

During the year the company made progress with the NZIP funded research and development projects delivering over £1.2m of revenue. Key learnings from the areas covered by the projects: intelligent electric vehicle charging, the use of smart meter data to calculate the thermal energy efficiency rating of properties and the development of a home energy management system (HEMS), will all form an important contribution to the optimisation of decarbonised heating and transport systems required to achieve the Government’s Net Zero ambitions.

In addition to the government grant-funded projects, the company also commenced a number of new hardware projects aimed at enabling the collection of energy, environmental and water data from other territories and geographies with associated data services. These are expected to come online in late 2024.

ivie

The company continued to support and develop its direct to consumer capabilities via ivie

Subscriber numbers remained steady at around 50,000 reflecting our decision to maintain at this level and use this cohort of engaged users to help us further refine our data insights on energy consumption as well as tips and recommendations on how to save energy. ivie consumers can see a breakdown of where energy is being consumed in the home and also a calculation of their carbon footprint and over 20,000 of them took the option to receive live energy data into the app by installing the ivie Bud, wi-fi connected in-home display. Through 2024, the app and associated services will continue to evolve its functionality and its power to provide actionable insights and tailored advice particularly in the areas of solar and storage and the decarbonisation of domestic heating.

We took the difficult decision to withdraw the ivie EV Charger from sale due to a lack of sales reflecting the wider EV Charger industry in the UK and we focussed instead on making the ivie App compatible with as wide a range of other OEM chargers as possible.

The evolution of the ivie connected energy system will continue with further significant updates planned going forward.

Summary

The continued return to pre-COVID volume levels in half 1 was welcome after enduring such a protracted period of suppressed demand but the unprecedented drop in forecast which occurred in the second half severely impacted our top line recovery and caused the company to constrain some spending on R&D projects and remove the EV Charger product line from sale.

Nevertheless, the company was able to continue the development of a number of new innovations in line with its strategic plan and vision for the future and is positioned well for further acceleration in the coming reporting period.

Key performance indicators

Revenue decreased by 16% from £30,742,061 to £25,940,246. Gross profit decreased from £6,199,900 to £5,587,758 which represents an actual increase of 1% in gross margin.

Delivered volumes decreased by over 21% to just under 1.3 million units in the year.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Principal risks and uncertainties

Post-COVID hangover affecting supply chain costs

As noted above, supply chain cost were slow to recover and had not returned to pre-pandemic levels by the year end. The expectation is for that this position will continue to normalise, providing further margin recovery during FY24.

Geopolitical Tensions

Our view on the geopolitical landscape and the potential for further conflict escalation remains unchanged from previous reports. We continue to monitor all situations and retain a capability to relocate manufacturing to alternative geographic locations if deemed necessary; but, the original source of key components is out of our direct control and we would be subject to the same risks as other industry participants and adjacent sectors.

Forex

The Company maintains a well established hedging strategy, geared towards protecting downside risk, along with the forex adjustment corridor mechanism implemented in the majority of our customer supply contracts, to mitigate the impact of foreign exchange fluctuations during the year.

On behalf of the board

W Higgins
Director
24 January 2025
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The directors have a reasonable expectation that the group has adequate resources to achieve its financial objectives over the foreseeable future and therefore continue to adopt the going concern basis in preparing the annual financial statements.

Further details regarding the adoption of the going concern basis can be found in the Statement of accounting policies in the financial statements.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M E Woodhall
(Resigned 26 July 2024)
A I Brown
W Higgins
S Mitchell
(Resigned 9 April 2024)
G Lomas
(Appointed 9 April 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Counting North Limited be reappointed as auditor of the group will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
W Higgins
Director
24 January 2025
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CHAMELEON TECHNOLOGY HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Chameleon Technology Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHAMELEON TECHNOLOGY HOLDINGS LIMITED
- 7 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHAMELEON TECHNOLOGY HOLDINGS LIMITED
- 8 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outline above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Identifying and assessing potential risks related to irregularities

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations we considered the following:

 

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud.

 

In common with all audits under ISA's (UK), we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory framework that the company operates in, focussing on provisions of those laws and regulations that:

 

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHAMELEON TECHNOLOGY HOLDINGS LIMITED
- 9 -
Audit response to risks identified

 

As a result of performing the above procedures, we identified the key matters related to the potential risk of fraud. Our procedures to respond to the risks identified included the following:

 

 

We also communicated the relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

Through these procedures, we did not become aware of any material misstatement or any actual or suspected non-compliance with laws and regulations impacting on the company and the group.

 

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the financial statements. The more removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of any non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

 

The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

 

A further description of our responsibilities is available on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHAMELEON TECHNOLOGY HOLDINGS LIMITED
- 10 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Gerald Henderson FCA FCCA (Senior Statutory Auditor)
For and on behalf of Counting North Limited
24 January 2025
Chartered Accountants
Statutory Auditor
Salvus House
Aykley Heads
Durham
England
DH1 5TS
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
25,940,246
30,742,061
Cost of sales
(20,352,488)
(24,542,161)
Gross profit
5,587,758
6,199,900
Administrative expenses
(8,918,114)
(7,047,507)
Other operating income
-
14,390
Operating loss
4
(3,330,356)
(833,217)
Interest receivable and similar income
7
1,017
-
0
Interest payable and similar expenses
8
(1,568,136)
(1,521,292)
Fair value gains and losses on foreign exchange contracts
(106,696)
60,053
Loss before taxation
(5,004,171)
(2,294,456)
Tax on loss
9
364,104
(157,047)
Loss for the financial year
(4,640,067)
(2,451,503)
Loss for the financial year is all attributable to the owners of the parent company.
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
£
£
Loss for the year
(4,640,067)
(2,451,503)
Other comprehensive income
-
-
Total comprehensive income for the year
(4,640,067)
(2,451,503)
Total comprehensive income for the year is all attributable to the owners of the parent company.
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
5,694,904
7,054,862
Other intangible assets
11
6,565,496
7,010,863
Total intangible assets
12,260,400
14,065,725
Tangible assets
12
887,137
876,952
Investments
13
541
541
13,148,078
14,943,218
Current assets
Stocks
16
3,060,997
6,535,232
Debtors
17
4,204,053
6,637,945
Cash at bank and in hand
60,569
382,046
7,325,619
13,555,223
Creditors: amounts falling due within one year
18
(9,289,443)
(13,188,080)
Net current (liabilities)/assets
(1,963,824)
367,143
Total assets less current liabilities
11,184,254
15,310,361
Creditors: amounts falling due after more than one year
19
(14,905,784)
(14,207,555)
Provisions for liabilities
Deferred tax liability
21
1,087,579
1,271,848
(1,087,579)
(1,271,848)
Net liabilities
(4,809,109)
(169,042)
Capital and reserves
Called up share capital
23
3,389,169
3,389,169
Profit and loss reserves
(8,198,278)
(3,558,211)
Total equity
(4,809,109)
(169,042)
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 24 January 2025 and are signed on its behalf by:
24 January 2025
W Higgins
Director
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 15 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
16,182,831
16,182,831
Current assets
Debtors
17
210
211
Cash at bank and in hand
2,507
8
2,717
219
Creditors: amounts falling due within one year
18
(1,842,009)
(1,178,820)
Net current liabilities
(1,839,292)
(1,178,601)
Total assets less current liabilities
14,343,539
15,004,230
Creditors: amounts falling due after more than one year
19
(14,905,784)
(14,207,555)
Net (liabilities)/assets
(562,245)
796,675
Capital and reserves
Called up share capital
23
3,389,169
3,389,169
Profit and loss reserves
(3,951,414)
(2,592,494)
Total equity
(562,245)
796,675

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,358,919 (2022 - £1,368,048 loss).

The financial statements were approved by the board of directors and authorised for issue on 24 January 2025 and are signed on its behalf by:
24 January 2025
W Higgins
Director
Company Registration No. 12878216
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
3,389,169
(1,106,708)
2,282,461
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(2,451,503)
(2,451,503)
Balance at 31 December 2022
3,389,169
(3,558,211)
(169,042)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(4,640,067)
(4,640,067)
Balance at 31 December 2023
3,389,169
(8,198,278)
(4,809,109)
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
3,389,169
(1,224,447)
2,164,722
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(1,368,047)
(1,368,047)
Balance at 31 December 2022
3,389,169
(2,592,494)
796,675
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,358,920)
(1,358,920)
Balance at 31 December 2023
3,389,169
(3,951,414)
(562,245)
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,921,709
442,990
Interest paid
(1,568,136)
(1,521,292)
Income taxes refunded
194,267
19,837
Net cash inflow/(outflow) from operating activities
1,547,840
(1,058,465)
Investing activities
Purchase of intangible assets
(986,637)
(1,024,680)
Purchase of tangible fixed assets
(354,051)
(294,567)
Interest received
1,017
-
0
Net cash used in investing activities
(1,339,671)
(1,319,247)
Financing activities
Repayment of borrowings
(529,646)
2,604,298
Net cash (used in)/generated from financing activities
(529,646)
2,604,298
Net (decrease)/increase in cash and cash equivalents
(321,477)
226,586
Cash and cash equivalents at beginning of year
382,046
155,460
Cash and cash equivalents at end of year
60,569
382,046
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
681,108
1,061,359
Interest paid
(1,376,838)
(1,365,442)
Net cash outflow from operating activities
(695,730)
(304,083)
Financing activities
Repayment of borrowings
698,229
304,083
Net cash generated from financing activities
698,229
304,083
Net increase in cash and cash equivalents
2,499
-
Cash and cash equivalents at beginning of year
8
8
Cash and cash equivalents at end of year
2,507
8
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
1
Accounting policies
Company information

Chameleon Technology Holdings Limited ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, Central House, Otley Road, Beckwith Knowle, Harrogate, HG3 1UF.

 

The group consists of Chameleon Technology Holdings Limited and all of its subsidiaries.

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
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

 

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Chameleon Technology Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.4
Going concern

Despite the downturn in results in FY23 and the continued protraction experienced in the mandate IHD market during FY24, at the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Communications with our customer base and with the Department for Energy Security and Net Zero indicate that the smart meter roll-out is fully expected to be mandated beyond the original 2025 end date and that demand for smart meters and IHD’s will stabilise and start to grow in the coming few years. Added to this, new product launches announced during Q4 FY24 and still to come during H1 FY25 have already generated significant interest and commercial traction with current customers and new customers in adjacent markets, and we anticipate this to continue to grow throughout FY25.

During Q4 FY24, significant new funds were committed by existing funders and shareholders, providing the working capital support required to deliver the FY25 business plan.

On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis.

1.5
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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
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 comprise software costs and development costs. Development cost are internally generated assets relating to the development of new products for which:

 

- the technical feasibility of the product has been established

- there is an intention and ability to sell the product

- there is a demonstrable market for the product from which future economic benefits are probable

- adequate technical, financial and other resources are available to complete the development of the

product

- the company can reliably identify and measure the costs attributable to development of the product

 

Such assets are defined as having a finite useful life and the costs are amortised over the anticipated product life. Assets under construction are not depreciated until they are brought into use.

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:

Development costs
Amortised over the estimated number of units to be supplied over the anticipated life of the product.

Software assets are not amortised until they are brought into use.

1.9
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.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -

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
over the 10 year lease
Plant and machinery
5-8 years straight line basis
Fixtures, fittings & equipment
4-5 years straight line basis
Computers
4-5 years 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 recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 25 -
1.11
Impairment of fixed assets

At each reporting period end date, the group 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.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and costs only.

 

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.

 

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 26 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

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 group 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 group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 27 -
1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.17
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 group’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 if, and only if, there is 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.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 28 -
1.18
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.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
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.

 

Schemes granted before the transition date for FRS102 have taken advantage of the transition exemptions available and no liability is recorded for these options.

 

1.21
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 leased asset are consumed.

1.22
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.23
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.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 29 -
1.24

Research and Development

Development costs are capitalised within intangible assets where they can be identified with a specific product of project anticipated to produce future benefits. These intangible assets are amortised over an estimated number of units to be supplied over the anticipated life of the completed product or project.

 

Deferred research and development costs are reviewed annually, and, where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the profit and loss account.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Development cost product life

Development costs, as detailed in Note 10, are amortised over an estimated number of units to be supplied over the anticipated life of the completed project. Due to the technological nature of the product it can be difficult to identify the number of units that can be sold of each product. The directors review the current projected sales for each product at each year end and adjust the amortisation accordingly.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
In Home Displays
24,108,122
30,038,701
Government grants
1,832,124
703,360
25,940,246
30,742,061
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 30 -
2023
2022
£
£
Turnover analysed by geographical market
UK
25,548,898
30,487,357
Europe
391,348
254,704
25,940,246
30,742,061
2023
2022
£
£
Other significant revenue
Interest income
1,017
-
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(343)
(77,810)
Depreciation of owned tangible fixed assets
219,724
227,945
Loss on disposal of tangible fixed assets
76,513
-
Amortisation of intangible assets
871,701
2,505,377
Impairment of intangible assets
478,100
-
0
Operating lease charges
200,161
211,607
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,500
-
Audit of the financial statements of the company's subsidiaries
18,500
15,500
21,000
15,500
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors and management
26
23
4
4
Sales
8
8
-
-
Finance and admin
3
3
-
-
Research and development
37
29
-
-
Production
3
3
-
-
Total
77
66
4
4

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
3,305,651
2,705,085
-
0
-
0
Social security costs
401,697
383,034
-
-
Pension costs
141,762
72,069
-
0
-
0
3,849,110
3,160,188
-
0
-
0
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
1,017
-
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,376,838
1,365,442
Interest on invoice finance arrangements
191,298
155,850
1,568,136
1,521,292
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(179,835)
(51,417)
Deferred tax
Origination and reversal of timing differences
(184,269)
208,464
Total tax (credit)/charge
(364,104)
157,047
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 33 -

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(5,004,171)
(2,294,456)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(1,251,043)
(435,947)
Tax effect of expenses that are not deductible in determining taxable profit
279,838
9,471
Tax effect of utilisation of tax losses not previously recognised
1,070,688
430,309
Permanent capital allowances in excess of depreciation
(94,803)
(75,378)
Depreciation
424,840
351,778
Capitalised expenses deductible for tax purposes
(449,588)
(447,786)
Research and development enhancement
(179,835)
(51,417)
Profit on disposals
19,128
-
0
Deferred Tax
(184,269)
208,464
Amortisation
220,465
167,553
Consolidation adjustments
(219,525)
-
Taxation (credit)/charge
(364,104)
157,047
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
11
478,100
-
Recognised in:
Administrative expenses
478,100
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
11
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 January 2023
8,818,578
11,549,130
20,367,708
Additions - internally developed
-
0
986,637
986,637
At 31 December 2023
8,818,578
13,560,447
22,379,025
Amortisation and impairment
At 1 January 2023
1,763,716
3,939,428
4,821,286
Amortisation charged for the year
881,858
1,623,519
1,623,519
Impairment losses
478,100
-
0
478,100
At 31 December 2023
3,123,674
6,994,951
10,118,625
Carrying amount
At 31 December 2023
5,694,904
6,565,496
12,260,400
At 31 December 2022
7,054,862
7,010,863
14,065,725

More information on impairment movements in the year is given in note 10.

CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery
Fixtures, fittings & equipment
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
148,089
1,302,678
198,043
84,196
1,733,006
Additions
40,838
153,274
108,883
51,056
354,051
Disposals
(148,089)
-
0
-
0
-
0
(148,089)
Transfers
-
0
-
0
23,446
(23,446)
-
0
At 31 December 2023
40,838
1,455,952
330,372
111,806
1,938,968
Depreciation and impairment
At 1 January 2023
67,874
608,036
166,425
13,718
856,053
Depreciation charged in the year
6,369
197,739
32,368
30,878
267,354
Eliminated in respect of disposals
(71,576)
-
0
-
0
-
0
(71,576)
At 31 December 2023
2,667
805,775
198,793
44,596
1,051,831
Carrying amount
At 31 December 2023
38,171
650,177
131,579
67,210
887,137
At 31 December 2022
80,215
694,641
31,618
70,478
876,952
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
16,182,831
16,182,831
Unlisted investments
541
541
-
0
-
0
541
541
16,182,831
16,182,831
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Fixed asset investments
(Continued)
- 36 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023 and 31 December 2023
541
Carrying amount
At 31 December 2023
541
At 31 December 2022
541
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
16,182,831
Carrying amount
At 31 December 2023
16,182,831
At 31 December 2022
16,182,831
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Chameleon Technology (UK) Ltd
England
Ordinary
100.00
Chameleon Technology (HK) Ltd
Hong Kong
Ordinary
100.00
Chameleon Smart Energy PTY Ltd
Australia
Ordinary
100.00
GenGame Ltd
England
Ordinary
100.00
15
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
256,658
149,963
-
-
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
1,372,815
1,290,075
-
-
Finished goods and goods for resale
1,688,182
5,245,157
-
0
-
0
3,060,997
6,535,232
-
-
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,453,713
5,989,231
-
0
-
0
Unpaid share capital
437
437
210
210
Corporation tax recoverable
231,252
245,684
-
0
-
0
Other debtors
25,899
25,487
-
0
1
Prepayments and accrued income
492,752
377,106
-
0
-
0
4,204,053
6,637,945
210
211
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
20
2,477,577
3,705,452
-
0
-
0
Trade creditors
4,888,782
7,321,193
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,840,893
1,177,810
Other taxation and social security
909,848
1,581,585
1,116
1,010
Derivative financial instruments
256,658
149,963
-
0
-
0
Other creditors
54,483
23,951
-
0
-
0
Accruals and deferred income
702,095
405,936
-
0
-
0
9,289,443
13,188,080
1,842,009
1,178,820
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
20
14,905,784
14,207,555
14,905,784
14,207,555
20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
17,383,361
17,913,007
14,905,784
14,207,555
Payable within one year
2,477,577
3,705,452
-
0
-
0
Payable after one year
14,905,784
14,207,555
14,905,784
14,207,555

Other loans include a loan which is secured by a fixed and floating charge on the assets of the company.

 

Other loans include an invoice factoring agreement which is secured by a fixed and floating charge on the assets of the company. The rate of interest is 2%.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
208,751
164,245
Tax losses
(671,775)
(560,204)
Other
1,550,603
1,667,807
1,087,579
1,271,848
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Deferred taxation
(Continued)
- 39 -
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
1,271,848
-
Credit to profit or loss
(184,269)
-
Liability at 31 December 2023
1,087,579
-

The deferred tax liability set out above is expected to reverse within 5 years and relates to accelerated capital allowances, development costs and tax losses that are expected to mature within the same period.

Included within Other Deferred Tax movements is an opening deferred tax balance recognised on consolidation.

22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
141,762
72,069

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
''A' Ordinary Shares of 1p each
20,000
20,000
200
200
''B' Ordinary Shares of 1p each
43,000
43,000
430
430
''C' Ordinary Shares of 1p each
20,000
20,000
200
200
''D' Ordinary Shares of 1p each
12,000
12,000
120
120
''E' Ordinary Shares of 1p each
982
982
10
10
95,982
95,982
960
960
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Share capital
(Continued)
- 40 -
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
''A' Preference of £1 each
511,304
511,304
511,304
511,304
''B' Preference of £1 each
2,876,905
2,876,905
2,876,905
2,876,905
3,388,209
3,388,209
3,388,209
3,388,209
Preference shares classified as equity
3,388,209
3,388,209
Total equity share capital
3,389,169
3,389,169
24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
261,961
87,146
-
-
Between two and five years
827,909
43,638
-
-
In over five years
848,065
-
-
-
1,937,935
130,784
-
-
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 41 -
25
Cash generated from operations - company
2023
2022
£
£
Loss for the year after tax
(1,358,920)
(1,368,047)
Adjustments for:
Finance costs
1,376,838
1,365,442
Movements in working capital:
Decrease in debtors
1
164
Increase in creditors
663,189
1,063,800
Cash generated from operations
681,108
1,061,359
26
Cash generated from group operations
2023
2022
£
£
Loss for the year after tax
(4,640,067)
(2,451,503)
Adjustments for:
Taxation (credited)/charged
(364,104)
157,047
Finance costs
1,568,136
1,521,292
Investment income
(1,017)
-
0
Loss on disposal of tangible fixed assets
76,513
-
Fair value loss/(gain) on foreign exchange contracts
106,696
(60,053)
Amortisation and impairment of intangible assets
2,791,962
2,505,377
Depreciation and impairment of tangible fixed assets
267,354
227,945
Movements in working capital:
Decrease/(increase) in stocks
3,474,235
(317,246)
Decrease/(increase) in debtors
2,419,460
(3,789,903)
(Decrease)/increase in creditors
(2,777,459)
2,650,034
Cash generated from operations
2,921,709
442,990
CHAMELEON TECHNOLOGY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 42 -
27
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
382,046
(321,477)
60,569
Borrowings excluding overdrafts
(17,913,007)
529,646
(17,383,361)
(17,530,961)
208,169
(17,322,792)
28
Analysis of changes in net debt - company
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
8
2,499
2,507
Borrowings excluding overdrafts
(14,207,555)
(698,229)
(14,905,784)
(14,207,547)
(695,730)
(14,903,277)
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