Cellular Agriculture Ltd Accounts Cover
Cellular Agriculture Ltd
Company No. 10131433
Directors' Report, Unaudited Strategic Report and Unaudited Accounts
30 April 2024
Cellular Agriculture Ltd Contents
Pages
Company Information
2
Directors' Report
3
Strategic Report
4 to 6
Profit and Loss Account
7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Accounts
11 to 21
Cellular Agriculture Ltd Company Information
Directors
I.L. Dunsford
M.J. Ellis
P.G. Graham
P. Mondini (Appointed 4th October 2024)
P. Tracey
Registered Office
Felin Y Glyn
Pontnewydd
Llanelli
SA15 5TL
Accountants
CELLULAR AGRICULTURE LTD
Felin Y Glyn
Pontnewydd
Llanelli
SA15 5TL
Cellular Agriculture Ltd Directors Report
Directors Report
The Directors present their report and the accounts for the year ended 30 April 2024.
Principal activities
Cellular Agriculture Ltd. ("the Company") is dedicated to advancing scientific research in the biotechnology field of cultivated meat and bioreactor design. Our primary focus is on developing innovative hollow fibre bioreactors that will enable the scaled production of cultivated meat, to address the sustainable food supply challenges facing the globe. Hollow fibre bioreactors, are specialised vessels used to proliferate and differentiate animal stem cells, into myofibrils (muscle cells). The end goal of our technology is to produce scaled hollow fibre bioreactors capable of large scale production of edible muscle biomass. Our activities are primarily centred on research and development (R&D), with a commitment to pushing the boundaries of scientific knowledge and technological capabilities.
Directors
The Directors who served at any time during the year were as follows:
I.L. Dunsford
M.J. Ellis
P.G. Graham
P. Tracey
The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.
Signed on behalf of the board
I.L. Dunsford
Director
28 January 2025
Cellular Agriculture Ltd Strategic Report
Strategic Report (Unaudited)
Small Company Exemption
Cellular Agriculture Ltd. ("the Company") qualifies for the small audit exemption and has opted not to have an audit. The Company falls under the Companies House Act 2006 definition of a small company so is not required to provide a strategic report under FRS102, however the directors of the Company have taken the decision to optionally include a strategic report.
The directors believe the inclusion of the strategic report will aid the true and fair presentation of the company's activities during the period.
The Directors present their strategic report (unaudited) for the year ended 30th April 2024
Principal Activities
The Company is dedicated to advancing scientific research in the biotechnology field of cultivated meat and bioreactor design, purpose-built for industrial production. Our primary focus is on developing innovative hollow fibre bioreactors that will enable the scaled production of cultivated meat, to address sustainable food supply challenges. Hollow fibre bioreactors, are specialised vessels used to proliferate and differentiate animal stem cells, into myofibres (muscle cells). The end goal of our bioreactors is to produce at scale edible muscle biomass. Our activities are primarily centred on research and development (R&D), with a commitment to pushing the boundaries of scientific knowledge and technological capabilities.
Business Review
The Company is in the pre-revenue stage, with all efforts directed towards R&D activities needed to produce benchtop, pre-pilot and pilot-scale bioreactors. Significant progress has been made in our attempts to produce a scaled hollow fibre bioreactor solution, evidenced by successful production of a benchtop scale prototype during the reporting period, and positive experimental data on the feasibility of pre-pilot and pilot-scale bioreactors
Our future focus is on technology; bioreactors and bioprocess technology that the industrial food industry will need to realise scale. These next generation bioreactors are designed to enable sustainable, efficient, and scalable production of cultivated food with a smaller physical and environmental footprint. Unlike conventional bioreactors, which face limitations in scaling up, our approach champions a modular "scale-out" system that ensures flexibility, cost-efficiency, and reliability at industrial scales.
Employee Perspective
The company values the impact its employees make to delivering on its principal activities, below are some quotes from their perspectives:
Dr Alicia Waters (PhD Biochemistry, MSc Toxicology, BSc Applied Physiology and Pharmacology): "I always wanted to work in a fast-paced R&D scale up company where I feel I can make a difference. I have enjoyed the varied challenges I have faced so far and love feeling that I’m working in an innovative, fast-paced, and competitive company where my ideas can be brought to life."
Dr Scott Allan (PhD Hollow Fibre Bioprocess Design for Cultivated Meat, MEng Bioprocess and Chemical Engineering): "I've been fortunate enough to be involved with the Company from the early days and it has been an incredible journey to grow in my career alongside the company whilst conducting innovative research and development that has delivered a number of world firsts. "
Dr Anna Baker( DPhil Stem Cell Biology, MSci Genetics) "I joined the company in 2023 and was particularly attracted to working for an SME with an ambitious vision of sustainable nutrition for everyone, everywhere, all the time. As a Principal Biologist, my role is to test different media formulations in our leading bioreactor technology. My work aims to reduce the costs, whilst using sustainable and ethical resources. This is a very rewarding challenge which requires innovative thinking, collaboration and agility. I am inspired by our mission of providing the best cultivated protein technology, in a sustainable and ethical way by a diverse and inclusive team. Working for Cell Ag at this critical phase of growth has allowed me to develop my technical, personal and professional skills, whilst living the company values."
Strategy and Objectives
The Company's strategy is to establish itself as a leading provider of bioreactor technologies through:
Cutting-Edge Research:
Investing in state-of-the-art research facilities and collaborations with leading academic institutions.
Intellectual Property:
Building a robust portfolio of patents to protect our technological advancements and secure competitive advantage.
Regulatory Milestones:
Navigating the regulatory landscape to ensure compliance and facilitate the transition from research to prototype products.
Strategic Partnerships:
Forming alliances with large scale food manufacturing partners, research organisations as potential end users, and investors to accelerate scaling and commercialization efforts.
Financial Performance (Unaudited)
As a pre-revenue company, Cellular Agriculture Ltd. relies on funding from investors and grants to finance its operations. During the reporting period, the Company successfully raised £4.4m . Outside of the reporting period, the company has secured and received further equity investment of £4.1m between 1st May 24 and 30th November 2024.
As at the reports signing date January 2025 the Company has access to contingent funding of £17.4m. Since 30th April 2024 period end date, out of the £17.4m, £9.4m has been secured due to successful completion of the R&D milestones, and will be drawn down in the calendar year 2025. These funds are allocated primarily towards expanding our R&D team, scaling our operations, and advancing our pipeline projects.
Key Performance Indicators, KPIs (Unaudited)
During the reporting period, to monitor our progress and performance, the following KPIs are utilized:
R&D Expenditure (COS in profit an loss):
£1.04m of R&D expenditure (including direct R&D staff costs) occurred during the reporting period.
R&D Capital Expenditure (balance sheet)
£0.35m was spent on large lab equipment during the period.
Patents Published:
To 30th April 2024, 2 patents have been published.
Cash runway:
The company’s has secured funding to give a cash runway until at least January 2026 based on the latest company forecasts. Therefore the directors consider the company a going concern. (These runway calculations exclude £8m contingent funding, but include £9.4m of funding secured between the period end date and report signing date).
Principal Risks and Uncertainties
The biotechnology sector is inherently associated with a high degree of risk and uncertainty. The principal risks facing the Company include:
Funding Risk:
Dependence on external funding to sustain operations and R&D activities.
Technical Risk:
Uncertainty in the successful development and commercialization of our technologies.
Intellectual Property Risk:
Potential challenges in securing and defending patents.
Regulatory Risk:
Potential delays in regulatory approvals which could impact project timelines.
The Company has implemented robust risk management procedures to mitigate these risks, the company maintains strong relationships with our investors, employs world class engineers and scientists to develop our technology, has secured comprehensive patent protection, and ensures senior leadership are up to date with regulatory developments.
Future Outlook
Cellular Agriculture Ltd remains optimistic about the future, with several promising projects in the pipeline. The focus for the next reporting period will be on advancing the hollow fibre bioreactor technology, turning the positive feasibility data from our pre-pilot and pilot-scale bioreactor experiments, into scaled working prototypes.
Signed on behalf of the board
I.L. Dunsford
Director
28 January 2025
Cellular Agriculture Ltd Profit and Loss Account
Profit and Loss Account for the year ended 30 April 2024
Notes
2024
2023
£
£
Turnover
36,388
51,553
Cost of Sales
(1,003,793)
(610,789)
Gross loss
(967,405)
(559,236)
Distribution costs and selling expenses
(45,301)
(1,222)
Administrative expenses
(1,400,510)
(465,396)
Other operating income
6
392,026
45,177
Operating loss
(2,021,190)
(980,677)
Interest income
7,019
-
Interest payable and similar charges
13
(29,461)
-
Loss on ordinary activities before taxation
(2,043,632)
(980,677)
Taxation
6
-
-
Loss for the financial year after taxation
(2,043,632)
(980,677)
Cellular Agriculture Ltd Statement of Comprehensive Income
Statement of Comprehensive Income
for the year ended 30 April 2024
2024
2023
£
£
Loss for the financial year after taxation
(2,043,632)
(980,677)
Total comprehensive income for the period
(2,043,632)
(980,677)
Cellular Agriculture Ltd Balance Sheet
Balance Sheet at
30 April 2024
Company No.
10131433
Notes
2024
2023
£
£
Fixed assets
Tangible assets
4
3,647,06755,980
Right of use assets
14
370,364-
4,017,431
55,980
Current assets
Stocks
5
-
50,000
Debtors
6
902,319
59,269
Investments
-
-
Cash at bank and in hand
1,481,393
2,204,781
2,383,712
2,314,050
Creditors: Amount falling due within one year
7
(1,491,666)
(174,529)
Net current assets
892,046
2,139,521
Total assets less current liabilities
4,909,477
2,195,501
Creditors: Amounts falling due after more than one year
8 & 13
(319,233)
-
Net assets
4,590,244
2,195,501
Capital and reserves
Called up share capital
43
Share premium account
10
7,554,7323,180,996
Share based payment reserve
14
7,191-
Profit and loss account
10
(2,971,683)
(985,498)
Total equity
4,590,2442,195,501
These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006. Except for the small company exemption in regards to preparing a strategic report, the directors have optionally included an unaudited strategic report in this set of FRS102 1A accounts.
For the year ended 30 April 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
Approved by the board on 28 January 2025 and signed on its behalf by:
I.L. Dunsford
Director
28 January 2025
Cellular Agriculture Ltd Statement of Changes in Equity
Statement of Changes in Equity for the year ended 30 April 2024
Share Capital
Share Premium
Other Reserves - Share based payments
Retained earnings
Total equity
£
£
£
£
At 1 May 2022
2
309,618
-
(4,821)
304,799
Shares issued during the period
1
2,871,378
2,871,379
Loss for the period
(980,677)
(980,677)
At 30 April 2023 and 1 May 2023
3
3,180,996
-
(928,051)
2,252,948
Shares issued during the period
1
4,373,736
4,373,737
Share options issued during the period
7,191
7,191
Loss for the period
(2,043,632)
(2,043,632)
At 30 April 2024
4
7,554,732
7,191
(2,971,683)
4,590,244
Cellular Agriculture Ltd Notes to the Accounts
Notes to the accounts for the year ended 30 April 2024
1
General information
Cellular Agriculture Ltd is a private company limited by shares and incorporated in England and Wales.
Its registered number is: 10131433
Its registered office is:
Its trading address is:
Felin Y Glyn
Unit 4 Corsham Science Park
Pontnewydd
Park Lane
Llanelli
Corsham
SA15 5TL
SN13 9FU
The accounts have been prepared in accordance with FRS 102 Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.
Going concern
The company is a pre revenue start up, with its principal activity being research and development, its ability to continue as a going concern is dependent on securing funding for its business activities from investors.

As at 30th April 2024, the company had a contingent asset relating to an investment agreement under which it is entitled to receive funding of £17,364,637.22 (note 11) contingent on achieving specific R&D milestones. During the intervening period from 30th April 2024 to the date these accounts have been signed and published January 2025, the company achieved the required R&D milestones, to secure £9,362,406.79 out of the £17,364,637.22 contingent funding.

Using the current cash position at the date the report is published, plus the secured £9,362,406.79 in funding. The company has sufficient cash inflows to cover the expected cash outflows for at least the 12 month period from 31st January 2025 to the 28th February 2026. Therefore the Directors are satisfied that the Company has sufficient financial resources to meet its obligations as they fall due and to continue its operations for at least 12 months from the approval date of these financial statements.

To further support the case for preparing the accounts on a going concern basis, the company is highly likely to reach its R&D milestone targets in 2025 and therefore will gain access to the remaining £8,002,230.43 of the contingent funding. Furthermore the company expects a material cash rebate as part of the UK corporation tax RDEC scheme. Both of these events will extend the companies cash runway further into the future. During the period the senior leadership team have been engaging in fundraising activities with new potential investors, as part of preparations for significant series B funding, to scale its technology and accelerate the company towards licensing revenues.

On review of the above information, the Directors therefore continue to adopt the going concern basis in preparing the annual financial statements.
2
Accounting policies
Turnover & Grant income
Turnover is measured at the fair value of the consideration received or receivable. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Revenue from the sale of goods is recognised when all the following conditions are satisfied:
• the Company has transferred to the buyer the significant risks and rewards of ownership of the
goods;
• the Company retains neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company;
and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title is passed.

Revenue from a service provided is recognised across the period of time for which the service was provided and billed to the customer in stages.

Grant income is recognised on a cash basis, when grant cash is received this is recognised immediately below the gross profit/loss line as other income/grant income.
Tangible fixed assets and depreciation
Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.
Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life:
Leasehold land and buildings
10%% Straight line
Plant and machinery
25%% Straight line
Furniture, fittings and equipment
10%% Straight line
The leasehold building depreciation relates to the right of use asset in relation to the property lease signed by the company. Leasehold building is depreciated over a 10 year useful economic life, this matches the 10 year term of lease agreement. The depreciation charge for the period has been expensed as land and buildings depreciation under administrative expenses.
Research and development costs
Expenditure on research and development is written off in the year it is incurred unless it meets the criteria to allow it to be capitalised. Costs of research are always written off in the year in which they are incurred.
Taxation
Taxation expense in the profit and loss represents the sum of the tax currently payable and deferred tax.

The company is eligible for UK corporation tax R&D tax credits under the UK government RDEC scheme. These credits /income have been included above the line in other operating income, with the cash rebate receivable recognised in other debtors, and the related deferred tax asset in relation to carry forwarded RDEC relief (against future taxable profits) also recognised in other debtors.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible timing differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
Trade and other debtors
Trade and other debtors are initially recognised at the transaction price and thereafter reviewed for impairment, if relevant an impairment losses for bad and doubtful debts is booked against the debtor.
Trade and other creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Foreign currencies
The functional and presentational currency of the company is Sterling. The accounts are rounded to the nearest pound.
Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.
Leased assets
Where the company enters into a contract, the company assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the lease commencement date, the company recognises a right-of-use asset and a corresponding lease liability on its balance sheet. The lease liability is measured at the present value of its future cashflows discounted by interest rate implicit in the lease. If that rate cannot be readily determined, the company, on a lease-by-lease basis, to uses the lessee’s obtainable borrowing rate as the discount rate.

Subsequently the company depreciates the right of use asset using the cost model, recognising impairment losses and depreciation in accordance with the economic benefit used up over time.

The company increases the lease liability carrying amount to reflect interest on the lease liability and reduces the lease liability for cash payments made.

The company reviews its lease portfolio for any changes in term length i.e extension of the lease or increased payment amounts, the lease liability and right of use asset are then restated using a lease modification to take account of any material changes to underlying lease.
Defined contribution pensions
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.
The contributions are recognised as expenses when they fall due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
Provisions
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.
3
Employees
2024
2023
Number
Number
The average monthly number of employees (including directors) during the year was:
169
4
Tangible fixed assets
The company moved from its University of Bath (UK) laboratory space to its own new laboratory facility in Corsham (UK). This resulted in significant capital expenditure to fit out the new laboratory space that will enable the scaling of the hollow fibre bioreactor technology.
Plant and machinery
Fixtures, fittings and equipment
Total
£
£
£
Cost or revaluation
At 1 May 2023
59,2253,94563,170
Additions
388,7153,251,9623,640,677
At 30 April 2024
447,9403,255,9073,703,847
Depreciation
At 1 May 2023
3,5843,6067,190
Charge for the year
46,1303,46049,590
At 30 April 2024
49,7147,06656,780
Net book values
At 30 April 2024
398,2263,248,8413,647,067
At 30 April 2023
55,641
339
55,980
5
Stocks
2024
2023
£
£
Work in progress
-50,000
-50,000
6
Debtors
Other debtors includes a £177k receivable balance relating to the property deposit paid for the lease on the Corsham (United Kingdom) laboratory premises, cash receivable under RDEC UK corporation tax credits of £46k (2023) and £186k (2024), and £73k of non cash RDEC carry forward relief against future taxable profits.
2024
2023
£
£
Trade debtors
2,56229,914
VAT recoverable
347,945
-
Other debtors
482,175
26,845
Prepayments and accrued income
69,637
2,510
902,31959,269
Amounts included within Other debtors that fall due after more than one year
177,000
7
Creditors:
amounts falling due within one year
2024
2023
£
£
Trade creditors
1,352,255
85,410
Taxes and social security
26,746
15,844
Other creditors
5,058
57
Accruals and deferred income
107,60773,218
1,491,666174,529
8
Creditors:
amounts falling due after more than one year
2024
2023
£
£
Lease liability
319,233
-
319,233-
9
Share Capital
On 22nd January 2024 184,011 A-1 Series shares issued for £1,491,850.77.
On 1st March 2024 147,209 A-1 Series shares issued for £1,200,003.61.
On 1st March 2024 205,323 A-1 Series shares issued for £1,673,731.50.
10
Reserves
Share Option Reserve
Total other reserves
£
£
Movement in share option reserve
7,191
7,191
At 30 April 2024
7,1917,191
Share option reserve - the estimated time apportioned cost of share options recognised over their vesting period, recognised as equity in the balance sheet and an expense in the profit and loss. On exercise the share option reserve is transferred to share capital and share premium, based on the value of shares given to option holders at the date of exercise.
Share premium account - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account - includes all current and prior period retained profits and losses.
11
Contingent Assets
As at the balance sheet signing date, January 2025 the company has a contingent asset related to a an investment agreement under which it is entitled to receive funding of £17,364,637.22 contingent on achieving specific R&D milestones. The inflow of economic benefits from this investment is considered probable but is not virtually certain at the balance sheet date. Therefore, it has not been recognized as equity in the financial statements. The exact timing and amount of the potential inflow depend on the successful achievement of the specified milestones, and there is uncertainty regarding these future events.
12
Post balance sheet events
Post the reporting date 30th April 2024, the company has received material investments positively impacting cashflows totalling £6,100,013.96. The investment has been split between a £2,100,008.34 loan, and £4,000,005.62 equity investment.
13
Related party disclosures
Transactions with related parties
List of transactions with related parties made under market conditions

Hilton Foods Limited
- Equity Investment £ 4,373,737.57
- Expenses recorded in the profit and loss £311,631.81 (net of VAT), this relates to a combination of service recharges for goods paid for by the related party and delivered to the company, services provided by staff employed by the related party, and utilities paid for on behalf of the company by the related party.

Hilton Foods UK Limited
- Expenses recorded in the profit and loss £11,772.16 (net of VAT) , this a combination of service recharges for services provided by the related party to the company, mainly for the provision of information technology services.

Alternative Protein Association
- Expenses £1,000 (net of VAT) are recorded in the profit and loss related to membership to this association.
14
Leased Property
2024
2023
£
£
Right of use asset - additions
404,034-
Right of use asset -cost c.f balance
404,034-
Right of use asset - depreciation - charge for the period
(33,670)
-
Right of use asset - net book value
370,364-
Lease liability - additions
(404,034)
-
Lease liability - interest charge in the period
(29,461)
-
Lease liability - payments
114,262
-
Lease liability - c.f balance
(319,233)
-
The right of use asset relates to a 10 year property lease for the laboratory premises entered into in June 2023. The right of use asset is calculated as the present value of future lease cashflows minus straight line depreciation over 10 years. The present value of future lease cashflows has been calculated using the obtainable borrowing rate determined as 8.75% (Bank of England base rate + 4%). The obtainable borrowing rate is the interest rate at which a bank would lend the company the total amount of lease payments across the whole lease term.
The depreciation charge for the period is included in administrative expenses and is calculated on a 10 year useful economic life. The remaining lease term at the reporting date is 9 years and 2 months.
The interest charge (calculated for the lease) is included in interest payable and similar charges. The interest rate is calculated using the obtainable borrowing rate as per FRS102 / UK GAAP, this rate has been determined as 8.75%.
The total remaining quarterly cash payments to June 2033 as at 30th April 2024 is
£1,290,625.00
15
Share Based Payments
The Company operates an equity-settled, share-based compensation plan. Share options are granted to employees, allowing them to acquire ordinary shares of the Company, subject to certain vesting conditions. During the period the Company set up a Long term incentive plan (LTIP) to facilitate the granting of share options under the equity settled classification. The LTIP options fall into two groups, exit based options and performance based options.
Exit based share options - Fair Value impractical
During the reporting period on the 24th January 2023, 33,123 of exit based share options were issued to employees.
The vesting period of these options is contingent on an exit event. Therefore the directors note that it is impractical to produce a fair value of these share options under the FRS102 requirements due to the unknown vesting period length.
Performance share based options - General Information
During the reporting period on the 31st August 2023, 3,533 of performance based share options were issued to employees.
The performance based share options were issued to employees as an incentive for work performed during the reporting period.
Performance share based options - Measurement and Recognition
The fair value of the share options granted is measured at the grant date, based on the market price of the Company’s shares at that time. The fair value is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. The expense is recognized in the income statement with a corresponding increase in equity.
Performance share based options - Vesting Term
The minimum vesting term is 4 years from the date of the grant.
Performance share based options - Fair Value
The fair value of the share options is determined using the Black-Scholes option pricing model, considering the terms and conditions upon which the options were granted.
Performance share based options - Fair Value
The total expense recognized in the income statement under administrative salaries for share-based payments during the year was £7,191 (Year ended 2023: £0).
Performance share based options - Reconciliation of Share Options
The following table provides a reconciliation of share options granted, exercised, and outstanding at the beginning and end of the financial year:
Number of options
2024
Outstanding at the beginning of the year
-
Granted during the year
3,533
Exercised during the year
-
Forfeited during the year
-
Expired during the year
-
Outstanding at the end of the year
3,533
Exercisable at the end of the year
-
Performance share based options - Reconciliation of Share Options
The following table provides a reconciliation of share options granted, exercised, and outstanding at the beginning and end of the financial year:
Grant Date
Number of options
Fair value £
Exercise Price £
Remaining Contractual Life
31st August 2023
3,533
8.1410
0.000002
3 years 4 months
The fair value of options granted during the year, was estimated at the date of grant using the Black-Scholes option pricing model, relied on the following model inputs:
Share price at grant date £8.1517, exercise price £0.000002, expected volatility 385%, risk free interest rate 4.75%, and expected option life 4 years.
Cellular Agriculture Ltd1013143330 April 202401 May 2023false28 January 2025BTCSoftware AP Solution 2024 11.2.0111.2.01101314332023-05-012024-04-30101314332024-04-3010131433bus:Director12023-05-012024-04-3010131433bus:Director22023-05-012024-04-3010131433bus:Director32023-05-012024-04-3010131433bus:Director42023-05-012024-04-3010131433bus:Director52023-05-012024-04-3010131433bus:RegisteredOffice2023-05-012024-04-30101314332022-05-012023-04-3010131433core:OwnedOrFreeholdAssets2024-04-3010131433core:OwnedOrFreeholdAssets2023-04-3010131433core:Right-of-useAssets2024-04-3010131433core:Right-of-useAssets2023-04-30101314332023-04-3010131433core:WithinOneYear2024-04-3010131433core:WithinOneYear2023-04-3010131433core:AfterOneYear2024-04-3010131433core:AfterOneYear2023-04-3010131433core:ShareCapital2024-04-3010131433core:ShareCapital2023-04-3010131433core:SharePremium2024-04-3010131433core:SharePremium2023-04-3010131433core:Share-basedPaymentsReserve2024-04-3010131433core:Share-basedPaymentsReserve2023-04-3010131433core:RetainedEarningsAccumulatedLosses2024-04-3010131433core:RetainedEarningsAccumulatedLosses2023-04-3010131433core:ShareCapital2022-05-012023-04-3010131433core:SharePremium2022-05-012023-04-3010131433core:RetainedEarningsAccumulatedLosses2022-05-012023-04-3010131433core:ShareCapital2023-05-0110131433core:SharePremium2023-05-0110131433core:OtherReservesSubtotal2023-05-0110131433core:RetainedEarningsAccumulatedLosses2023-05-01101314332023-05-0110131433core:ShareCapital2023-05-012024-04-3010131433core:SharePremium2023-05-012024-04-3010131433core:OtherReservesSubtotal2023-05-012024-04-3010131433core:RetainedEarningsAccumulatedLosses2023-05-012024-04-3010131433countries:UnitedKingdom2023-05-012024-04-3010131433core:LeasedAssetsHeldAsLesseecore:LandBuildings2023-05-012024-04-3010131433core:PlantMachinery2023-05-012024-04-3010131433core:FurnitureFittingsToolsEquipment2023-05-012024-04-3010131433core:PlantMachinery2023-05-0110131433core:FurnitureFittingsToolsEquipment2023-05-0110131433core:OwnedOrFreeholdAssets2023-05-0110131433core:OwnedOrFreeholdAssets2023-05-012024-04-3010131433core:PlantMachinery2024-04-3010131433core:FurnitureFittingsToolsEquipment2024-04-3010131433core:ContinuingOperationscore:Share-basedPaymentsReserve2024-04-3010131433core:OtherReservesSubtotalcore:PriorPeriodIncreaseDecrease2023-05-0110131433core:ContinuingOperationscore:OtherReservesSubtotal2024-04-3010131433core:OtherReservesSubtotal2024-04-3010131433core:Right-of-useAssetscore:Buildings2023-05-012024-04-3010131433core:ContinuingOperationscore:Right-of-useAssets2022-05-012023-04-3010131433core:ContinuingOperationscore:Right-of-useAssetscore:Buildings2024-04-3010131433core:ContinuingOperationscore:Right-of-useAssets2023-04-3010131433core:ContinuingOperationscore:Right-of-useAssetscore:Buildings2023-05-012024-04-3010131433core:ContinuingOperationscore:Non-currentFinancialInstrumentscore:FinancialLiabilitiesAmortisedCostcore:After10Years2024-04-3010131433core:ContinuingOperations2024-04-3010131433core:ContinuingOperations2023-04-3010131433core:ContinuingOperationscore:Share-basedPaymentsReserve2023-05-012024-04-3010131433bus:SmallEntities2023-05-012024-04-3010131433bus:FullAccounts2023-05-012024-04-3010131433bus:AuditExempt-NoAccountantsReport2023-05-012024-04-3010131433bus:PrivateLimitedCompanyLtd2023-05-012024-04-30iso4217:GBPxbrli:pure