| REGISTERED NUMBER: |
| Financial Statements For The Year Ended 30 September 2024 |
| for |
| GM Innovations Limited |
| REGISTERED NUMBER: |
| Financial Statements For The Year Ended 30 September 2024 |
| for |
| GM Innovations Limited |
| GM Innovations Limited (Registered number: SC358710) |
| Contents of the Financial Statements |
| For The Year Ended 30 September 2024 |
| Page |
| Company Information | 1 |
| Statement of Financial Position | 2 |
| Notes to the Financial Statements | 3 |
| GM Innovations Limited |
| Company Information |
| For The Year Ended 30 September 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| Chartered Accountants & Statutory Auditors |
| Regent Court |
| 70 West Regent Street |
| Glasgow |
| G2 2QZ |
| SOLICITORS: |
| 45 Gordon Street |
| Glasgow |
| G1 3PE |
| GM Innovations Limited (Registered number: SC358710) |
| Statement of Financial Position |
| 30 September 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| Investments | 6 |
| CURRENT ASSETS |
| Stocks | 7 |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Retained earnings | 11 | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements |
| For The Year Ended 30 September 2024 |
| 1. | STATUTORY INFORMATION |
| GM Innovations Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies. |
| The Directors have identified the carrying value of the intangible assets as the only significant area of judgement in the preparation of the financial statements. |
| Material uncertainty relating to going concern |
| The company is supported financially by its parent company Barwell Plc. Barwell Plc has historically been supported by its majority shareholder, Viscount Gough. Sadly, during the prior year, Viscount Gough died.During the year under review, the estate of the late Viscount Gough was managed by the executors to his estate. Since the year end date, the late Viscount Gough's investment in Barwell Plc, comprising of his shareholding and loan advance made to the company, are in the process of being transferred from his estate to The Gough Charitable Trust. |
| Historically, the late Viscount Gough provided a letter of support to Barwell Plc confirming financial support |
| relating to ongoing day to day working capital and also confirming that the debt due to Viscount Gough would not be called up within 12 months of signing the accounts The directors of Barwell Plc have held discussions with the trustees of The Gough Charitable Trust, however at the date of signing the financial statements, the trustees have been unable to confirm their financial support of the company, through ongoing cashflow support and confirmation that the loan advanced would not be recalled. |
| During the year, the directors took steps to reduce the company's operational expenses while Barwell Plc waived the debt owed by GM Innovations Limited. This has resulted in the company reporting net assets of £99,512. The working capital requirements of the company have been greatly reduced by the actions of the directors in the year. |
| Despite this net asset position, there remains uncertainty as to how the company will meet its day to day working capital obligations in the absence of a letter of support from the The Gough Charitable Trust to Barwell Plc. |
| As such, the directors have concluded there remains a material uncertainty relating to going concern. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible fixed assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
| Amortisation is provided on the the following basis. |
| Patents - 5 % straight-line |
| No amortisation is charged until there is an operational patent in place. |
| Tangible fixed assets |
| Property, plant and equipment under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributed to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. |
| Depreciation is provided on the following basis: |
| Fixed plant & equipment - 25 % straight-line |
| Computer equipment - 20 % straight-line |
| The assets residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. |
| Investments in subsidiaries |
| Investments in subsidiaries are measured at cost less accumulated impairment. |
| Investments in unlisted Company shares, whose market value can be reliably determined are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market values cannot be reliably determined, such investments are stated at historic cost less impairment. |
| Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. |
| Stocks |
| Stock relates to water purifying units held for resale. Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. |
| At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income. |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or recieved. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which ranges from 3 to 6 years. |
| If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Interest income |
| Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. |
| Finance costs |
| Finance costs are charges to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Patents |
| and |
| licences |
| £ |
| COST |
| At 1 October 2023 |
| Additions |
| At 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Fixed |
| plant and | Computer |
| equipment | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 October 2023 |
| Additions |
| At 30 September 2024 |
| DEPRECIATION |
| At 1 October 2023 |
| Charge for year |
| At 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertaking |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Registered office: |
| Nature of business: |
| % |
| Class of shares: | holding |
| 7. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| VAT |
| Prepayments |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Share capital treated as debt | 150,000 | 150,000 |
| Accrued expenses |
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand within one year. |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary shares | £1 | 172 | 172 |
| Cumulative redeemable |
| preference shares | £1 | 50,000 | 50,000 |
| 50,172 | 50,172 |
| The preference shares were issued in June 2013 and were due to be redeemed in June 2016. Subsequently the Directors have declared a resolution and redemption was deferred until June 2018. As the date of redemption, which lies in the hands of the holder, has since passed the preference shares continue to be held as current liabilities until they are redeemed. |
| The B preference shares are non voting and entitled to a cumulative dividend of 8% per annum from 2013 increasing by 1% per annum to a maximum of 12%. The dividends can only be paid or accrued when the Company is able to make lawful distribution from reserves. |
| The preference shares rank ahead of the ordinary shares in relation to settlement in the event of winding up. |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 11. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 October 2023 | ( |
) |
| Profit for the year |
| At 30 September 2024 |
| 12. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| Conclusions relating to going concern |
| We draw attention to Note 2 in the financial statements, which indicates that there is a material uncertainty relating to going concern. This company relied on support from its parent company, Barwell Plc. However, Barwell Plc reports net liabilities of £5,595,668 at its year end date. Barwell Plc's principal creditor was the late Viscount Gough who was a director and shareholder of Barwell Plc. Historically Viscount Gough confirmed his continuing support of Barwell Plc by indicating he would be both supportive with day to day cash flow and additionally would not call up his substantial loan. |
| Since the year end date, the late Viscount Gough's investment in Barwell Plc, comprising of his shareholding and loan advance made to the company, are in the process of being transferred from his estate to The Gough Charitable Trust. The directors of Barwell Plc have had ongoing dialogue with the trustees of the The Gough Charitable Trust with regard to the ongoing financial support of Barwell Plc and subsequently GM Innovations Limited. However, at the date of signing the financial statements, the trustees have been unable to confirm this support.As this support cannot be obtained at the date of signing the financial statements, as stated in Note 2 of these financial statements, these events, along with the other matters outlined in this note, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Graham Cantlay CA (Senior Statutory Auditor) |
| for and on behalf of Robb Ferguson |
| GM Innovations Limited (Registered number: SC358710) |
| Notes to the Financial Statements - continued |
| For The Year Ended 30 September 2024 |
| 13. | RELATED PARTY DISCLOSURES |
| During the year the Company made purchases of £4,800 (2023 - £8,820) from Barwell Consulting Limited, a fellow subsidiary. |
| During the year the Company received loans of £151,728 (2023 - £153,000) from Barwell Plc, its parent company. |
| At the reporting date, the following amounts were due (to)/from related parties: |
| 2024 | 2023 |
| £ | £ |
| Barwell Plc | - | (1,426,017 | ) |
| Barwell Consulting Limited | - | (765 | ) |
| Hydro Innovations Limited | 210 | 200 |
| 210 | (1,426,582 | ) |
| 14. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is |
| In the opinion of the Directors, the ultimate parent company is Barwell Plc, a company incorporated in Scotland. The registered address is 21 Cleveden Gardens, Glasgow, G12 0PU. Copies of the parent company accounts are available from the Register of Companies. At the year end date, the ultimate controlling party was the executors of the estate of Viscount Gough, a former Director and shareholder of Barwell Plc. |