Company registration number 11859836 (England and Wales)
PHASEFOCUS HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
PHASEFOCUS HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
PHASEFOCUS HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investments
4
26
26
Current assets
Trade and other receivables
5
1,436,229
-
0
Cash and cash equivalents
132,177
1
Net current assets
1,568,406
1
Net assets
1,568,432
27
Equity
Called up share capital
6
2,818
2,550
Share premium account
1,565,662
1,439,360
Retained earnings
(48)
(1,441,883)
Total equity
1,568,432
27

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 13 May 2025 and are signed on its behalf by:
Dr M J Humphry
Director
Company registration number 11859836 (England and Wales)
PHASEFOCUS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Phasefocus Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 125 Wood Street, London, EC2V 7AW.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

The company's trading subsidiary transferred its trade and assets to another group company Bruker UK Limited on 31 December 2024. The company and it's subsidiary will likely be liquidated during the following period and therefore not considered to be a going concern. The accounts have been prepared on a break up basis. true

 

1.3
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.4
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.

PHASEFOCUS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
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 non-current 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.

1.8
Share-based payments
PHASEFOCUS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -

The company has entered into a share option plan for eligible employees of its subsidiary Phase Focus Limited. These are accounted for under section 26 of FRS102 Share Based Payments.

1.9
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2024
2023
Number
Number
Total
3
2
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
26
26
5
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,436,229
-
0
6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
281,807
254,983
2,818
2,550
PHASEFOCUS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Called up share capital
(Continued)
- 5 -

On 1 March 2024 the company allotted 11,142 ordinary 1p shares for a price of 10p per share for share options exercised. The total consideration was £1,114.20.

 

On the same date the company allotted a further 15,682 ordinary 1p shares for a price of £8 per share for share options exercised. The total consideration was £125,456.

 

 

 

 

PHASEFOCUS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
7
Share-based payment transactions

July 2019 Share Option Scheme

On 3 July 2019 the company granted employees of its subsidiary Phase Focus Limited, options over a total 18,111 ordinary £0.01 shares including 6,186 ordinary £0.01 shares rolled over from a previous scheme in the subsidiary company prior to the shares being transferred to Phasefocus Holdings Limited. At the year end date 16,903 shares had been exercised for an option price of £0.10 per share and 1,208 shares had been forfeited. The market value of shares on the grant date was £0.01 per share. The total vesting period is 4 years with a proportion vested each year.

 

October 2020 Share Option Scheme

On 30 October 2020 the company granted employees of its subsidiary Phase Focus Limited options over a total 4,560 ordinary £0.01 shares. At the year end date 4,532 shares had been exercised for an option price of £0.10 and 28 shares had been forfeited. The market value of shares on the grant date was £0.01 per share. The vesting period is 3 years from issue. For both of the above schemes the employee must remain in employment for the period of vesting.

March 2023 Share Option Scheme

On 9 March 2023 the company granted an employee of the subsidiary of this company options over a total 15,682 shares ordinary £0.01 shares. At the year end date all shares had been exercised. The market value of shares on the grant date was £0.01 per share. The vesting period is 4 years from issue unless a sale of the company was made. The company was sold during the year and all shares vested and exercised for a price of £8 per share.

 

For all of the above schemes the employee must remain in employment for the period of vesting.

 

The company and its subsidiary company were sold on 1 March 2024 and prior to sale all remaining 26,824 vestings were accelerated and exercised for a total exercise price of £126,570.20. The market value of the shares was £475,928.

 

 

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditors' report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Emphasis of matter - financial statements prepared on a basis other than going concern.

We draw attention to the accounting policy note 1.2 Going Concern which explains that the company is no longer a going concern following the transfer of trade and assets to another group company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not modified in respect of this matter.

PHASEFOCUS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Audit report information
(Continued)
- 7 -
Senior Statutory Auditor:
Victoria Jane Davies
Statutory Auditor:
GBAC Limited
Date of audit report:
14 May 2025
9
Parent company

After the year end on 1 March 2024 the company and its subsidiary were sold and the directors now consider Bruker Corporation Inc to be the ultimate holding company. There is no individual ultimate controlling party of that company. The registered office of that company is 15 Fortune Drive, Manning Park, MA 01821, 3991, Billerica, USA.

2024-12-312024-01-01falsefalsefalse14 May 2025CCH SoftwareCCH Accounts Production 2025.100No description of principal activityDr M J HumphryMr B M EdwardsBraveheart Investment Group PlcR DurstPennsec Limited118598362024-01-012024-12-31118598362024-12-31118598362023-12-3111859836core:ShareCapital2024-12-3111859836core:ShareCapital2023-12-3111859836core:SharePremium2024-12-3111859836core:SharePremium2023-12-3111859836core:RetainedEarningsAccumulatedLosses2024-12-3111859836core:RetainedEarningsAccumulatedLosses2023-12-3111859836core:ShareCapitalOrdinaryShareClass12024-12-3111859836core:ShareCapitalOrdinaryShareClass12023-12-3111859836bus:Director12024-01-012024-12-31118598362023-01-012023-12-3111859836core:CurrentFinancialInstruments2023-12-3111859836bus:OrdinaryShareClass12024-01-012024-12-3111859836bus:OrdinaryShareClass12024-12-3111859836bus:OrdinaryShareClass12023-12-3111859836bus:PrivateLimitedCompanyLtd2024-01-012024-12-3111859836bus:SmallCompaniesRegimeForAccounts2024-01-012024-12-3111859836bus:FRS1022024-01-012024-12-3111859836bus:Audited2024-01-012024-12-3111859836bus:Director22024-01-012024-12-3111859836bus:Director32024-01-012024-12-3111859836bus:Director42024-01-012024-12-3111859836bus:CompanySecretary12024-01-012024-12-3111859836bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP