Company registration number 05856137 (England and Wales)
PHASE FOCUS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
PHASE FOCUS LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
PHASE FOCUS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Intangible assets
3
-
0
7,363
Property, plant and equipment
4
-
0
14,749
-
0
22,112
Current assets
Inventories
-
199,537
Trade and other receivables
5
3,037,326
115,726
Cash and cash equivalents
160,833
171,269
3,198,159
486,532
Current liabilities
6
-
(1,819,092)
Net current assets/(liabilities)
3,198,159
(1,332,560)
Total assets less current liabilities
3,198,159
(1,310,448)
Non-current liabilities
7
-
(139,384)
Net assets/(liabilities)
3,198,159
(1,449,832)
Equity
Called up share capital
9
11,842
11,842
Share premium account
11,329,074
11,329,074
Retained earnings
(8,142,757)
(12,790,748)
Total equity
3,198,159
(1,449,832)

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 05856137 (England and Wales)
PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Phase Focus 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 transferred its trade and assets to another group company Bruker UK Limited on 31 December 2024 for the Net Asset value of £3,037,326. The company is therefore not considered to be a going concern and the accounts have been prepared on a break up basis. true

 

1.3
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods supplied and services rendered 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.

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.

1.4
Research and development expenditure

Research and Development tax credits are recognised on research and development carried out in past periods. The policy reflects the Directors beliefs that the Research and Development tax credit should only be recognised when there is a reasonable expectation that the Research and Development tax credit will be agreed with the tax authorities. Research and Development tax credits are measured at the amounts of tax expected to be recovered using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

1.5
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 acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -

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:

Patents & licences
10% straight line
1.6
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
33% straight line
Fitting, fixtures and equipment
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of non-current assets

At each reporting period end date, the company 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

 

Inventories held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories 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.

1.9
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.

1.10
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.

1.11
Equity instruments

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

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or 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.

1.14
Retirement benefits

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

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -

The company's parent company Phasefocus Holdings Limited has entered into a share option plan for eligible employees. These are accounted for under section 26 of FRS102 Share Based Payments.

1.16
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 leases asset are consumed.

1.17
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
Employees

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

2024
2023
Number
Number
Total
8
11
3
Intangible fixed assets
Patents &
licences
£
Cost
At 1 January 2024
117,011
Disposals
(117,011)
At 31 December 2024
-
0
Amortisation and impairment
At 1 January 2024
109,648
Amortisation charged for the year
513
Disposals
(110,161)
At 31 December 2024
-
0
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
7,363
PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
4
Property, plant and equipment
Plant and machinery
Fitting, fixtures and equipment
Total
£
£
£
Cost
At 1 January 2024
518,033
76,459
594,492
Additions
-
0
30,444
30,444
Disposals
(518,033)
(106,903)
(624,936)
At 31 December 2024
-
0
-
0
-
0
Depreciation and impairment
At 1 January 2024
510,090
69,653
579,743
Depreciation charged in the year
1,116
5,698
6,814
Eliminated in respect of disposals
(511,206)
(75,351)
(586,557)
At 31 December 2024
-
0
-
0
-
0
Carrying amount
At 31 December 2024
-
0
-
0
-
0
At 31 December 2023
7,943
6,806
14,749
5
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
-
0
63,073
Amounts owed by group undertakings
3,037,326
-
0
Other receivables
-
0
52,653
3,037,326
115,726
6
Current liabilities
2024
2023
£
£
Trade payables
-
0
78,275
Amounts owed to group undertakings
-
0
1,441,883
Taxation and social security
-
0
17,846
Other payables
-
0
281,088
-
0
1,819,092
PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
7
Non-current liabilities
2024
2023
£
£
Other payables
-
0
139,384
8
Share-based payment transactions

During the year, the company recognised total share-based payment expenses of £349,358 (2023 - £-) which related to equity settled share based payment transactions.

July 2019 Share Option Scheme

On 3 July 2019 the parent company Phasefocus Holdings Limited granted employees of this company, options over a total 18,111 ordinary £0.01 shares including 6,186 ordinary £0.01 shares rolled over from a previous scheme in this company prior to the shares being transferred to the new holding company. At the year end 16,903 shares had been exercised for an option price of £0.10 per share and 1,208 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 parent company Phasefocus Holdings Limited granted employees of this company options over a total 4,560 ordinary £0.01 shares. At the year end date 4,532 shares had been execised for an option price of £0.10 per share and 28 forfeited. The market value of shares on the grant date was £0.01 per share. The vesting period is 3 years from issue.

 

March 2023 Share Option Scheme

On 9 March 2023 the parent company Phasefocus Holdings Limited granted an employee 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 was 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 holding 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.

 

9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
118,416
118,416
11,842
11,842
10
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:

PHASE FOCUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Audit report information
(Continued)
- 9 -
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.

Senior Statutory Auditor:
Victoria Jane Davies
Statutory Auditor:
GBAC Limited
Date of audit report:
14 May 2025
12
Ultimate controlling party

The company's parent company is Phase Focus Holdings Limited. 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.

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