iso4217:GBP
xbrli:pure
xbrli:shares
iso4217:GBP
xbrli:shares
SC641651
2024-09-30
SC641651
2025-05-29
SC641651
2023-10-01
2024-09-30
SC641651
2025-05-29
2025-05-29
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SC641651
bus:PrivateLimitedCompanyLtd
2023-10-01
2024-09-30
Registration Number SC641651 (Scotland)
Filleted Unaudited Financial Statements
for the year ended 30 September 2024
Financial Statements for the year ended 30 September 2024
Mr W J Yost (Appointed 20 February 2024)
Mr T A I Gawley (Appointed 16 August 2024)
REGISTERED OFFICE
Suite 2 - Ground Floor
COMPANY SECRETARY
MBM Secretarial Services Limited
Financial Statements for the year ended 30 September 2024
Intangible assets
2
40
40
Tangible assets
3
24,639
10,012
Debtors
4
166,292
157,870
Cash at bank and in hand
604,925
278,917
Creditors: amounts falling due within one year
5
217,870
60,906
Net current assets
553,347
375,881
Total assets less current liabilities
578,026
385,933
Creditors: amounts falling due after more than one year
6
(450,000)
(450,000)
Net assets / (liabilities)
128,026
64,067
Called up share capital
8
264
198
Share premium account
8
983,817
-
Other reserves
9
80
15,000
Profit and loss account
9
(856,135)
(79,265)
Shareholder's funds / (deficit)
128,026
(64,067)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. These financial statements and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the statement of comprehensive income has been taken.
For the year ended 30 September 2024, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The member has not required the company to obtain an audit of its accounts for the year ended 30 September 2024 in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
The directors acknowledge their responsibilities for preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.
The financial statements were approved and authorised for issue by the Board of Directors on 23 May 2025.
Financial Statements for the year ended 30 September 2024
_______________________
_______________________
Dr M Ronde
Prof. D Sigsworth
The notes on pages 2 to 7 form part of these accounts.
Company registration number: SC641651
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
1.
Summary of significant accounting policies
1.1
General information and basis of preparation
The financial statements have been prepared on the historical cost basis.
Exergy3 Limited is a private company limited by shares, registered in Scotland. The address of the registered office and registration number is given in the company information on page 2 of these financial statements.
These financial statements have been prepared in accordance with FRS 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland as adapted by Section 1A of FRS 102 and the Companies Act 2006.
The financial statements are prepared in sterling (£) which is the functional currency of the company and rounded to the nearest £.
The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of 12 months from the date of signing. At the balance sheet date, the Company had a net asset position of £128,026.
Key considerations in reaching this conclusion include:
**Convertible Loan Notes**
£450,000 of the Company's liabilities relate to convertible loan instruments (see note Creditors: amounts falling due after more than one year). These loans are not repayable in the short term and are expected to convert to equity, thereby strengthening the Company's capital structure.
**Seed Investment Secured**
The Company successfully closed a £985,000 seed funding round during the year, demonstrating strong investor confidence. These funds provide support to manage working capital and bridge timing differences related to contract income.
**Strategic Grant Partnership**
On 25 May 2023, the Company signed a £3.6 million SBRI contract agreement with The Secretary of State for Business, Energy & Industrial Strategy. This non-dilutive funding is milestone-based, with £1.5 million received by 30 September 2024. The Company is on track to complete the project by 30 September 2025.
**Commercialisation Roadmap**
The project is progressing well and is expected to deliver a functional prototype that underpins the Company's go-to-market product. The directors are confident that this will provide a clear path to revenue generation and long-term cash flow sustainability.
Given these developments, the directors are satisfied that the Company is well positioned to execute its business plan and raise further funding if required, and therefore consider the going concern basis of preparation to be appropriate.
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
1.3
Research and development
Research expenditure is written off in the period in which it is incurred.
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:
•It is technically feasible to complete the intangible asset so that it will be available for use or sale;
•There is the intention to complete the intangible asset and use or sell it;
•There is the ability to use or sell the intangible asset;
•The use or sale of the intangible asset will generate probable future economic benefits;
•There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
•The expenditure attributable to the intangible asset during its development can be measured reliably.
Expenditure that does not meet the above criteria is expensed as incurred.
1.4
Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.
Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:
Asset class
Useful life / depreciation rate
Leasehold improvements
20% straight line
Plant and machinery
20% straight line
Fixtures and fittings
20% straight line
Computer equipment
33% straight line
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
1.5
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Other financial assets, including trade debtors for goods sold to customers on short-term credit, are initially measured at the transaction price including transaction costs, and are subsequently measured at the transaction price plus transaction costs not yet recognised, cumulative interest income less repayments and impairment, where there is evidence of impairment.
Other financial liabilities
Other financial liabilities, including trade creditors, are initially measured at transaction price less transaction costs, and are subsequently measured at the transaction price less transaction costs not yet recognised in profit or loss and repayments plus cumulative interest expenses incurred.
Impairment of financial assets
At the end of each reporting period, the company assesses whether there is evidence of impairment of any financial assets, including investments, loans, trade debtors and cash. If there is evidence of impairment, impairment losses are recognised in the Profit and Loss account in that financial year.
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.
Where the circumstances causing an impairment of an asset, other than goodwill, no longer apply, then the impairment is reversed through the profit and loss account. An impairment loss recognised for goodwill is not reversed in subsequent periods.
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 balance sheet date.
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.
1.9
Turnover and other income
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.
When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.
When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.
Short term benefits, including holiday pay, are recognised as an expense in the period in which employees have become entitled to the benefits as a result of service rendered to the company.
The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
2.
Intangible fixed assets
Reconciliation of changes in intangible assets
At 01 October 2023 and 30 September 2024
40
At 01 October 2023 and 30 September 2024
-
Balances at year end and movements for the year
Leasehold improvements
£
Plant and machinery
£
Fixtures and fittings
£
Computer equipment
£
Total
£
At 01 October 2023
-
-
854
9,705
10,559
Additions
14,087
1,440
942
4,126
20,595
At 30 September 2024
14,087
1,440
1,796
13,831
31,154
At 01 October 2023
-
-
(28)
(519)
(547)
Charge for the year
(1,407)
(168)
(307)
(4,086)
(5,968)
At 30 September 2024
(1,407)
(168)
(335)
(4,605)
(6,515)
At 01 October 2023
-
-
826
9,186
10,012
At 30 September 2024
12,680
1,272
1,461
9,226
24,639
Trade debtors
104,581
94,879
Other debtors
16,497
54,414
Value added tax
45,214
8,577
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
5.
Creditors: amounts falling due within one year
Creditors: amounts falling due within one year comprise:
Trade creditors
182,710
41,415
Other creditors
24,125
12,048
Social security and other taxes
11,035
7,443
6.
Creditors: amounts falling due after more than one year
Creditors: amounts falling due after more than one year comprise:
Convertible loan
450,000
450,000
Convertible loans of £450,000 (2023: £450,000) comprises the drawdown from convertible loan agreements. The loan unsecured and attract an interest rate of 11.02% per annum. Interest does not accure until 3 years after the date of issue. If loans were not converetd £400,000 would be due for repayment by 29 May 2028, and the remaining £50,000 would be due for repayment by 29 May 2033, although additional factors may lead to earlier repayment.
There is an unrecognised deferred tax asset of £202,416 (2023: £10,744). This arises as a result of losses carried forward, offset by fixed asset timing differences. Losses can only be offset against future profits, which cannot be determined with certainty.
8.
Called up share capital
Issued
2024
Number
2023
Number
Ordinary shares of £0.01 (2023 - £0.01) each
26,455
19,842
Alloted, called up and fully paid
2024Number
2024
£
2024
£
2023
£
Ordinary shares of £0.01 (2023 - £0.01) each
265
198
On 16 August 2024 the company issued 6,613 ordinary shares at a value of £0.01 per share. The total consideration paid for the shares amounted to £1,014,883.
The total share premium relating to the share issue on 16 August 2024 amounted to £1,014,816. Fees paid in relation to raising share capital amounted to £31,000, resulting in a net share premium recognised of £983,816.
Financial Statements for the year ended 30 September 2024
NOTES TO THE FINANCIAL STATEMENTS
Other reserves consist of advance subscription agreements. On 5 July 2022, an advance subscription agreement was entered into with Old College Capital Holdings Ltd at an amount of £15,000. On 16 August 2024, £14,920 was converted into ordinary share capital at a nominal value of £0.01 per share.
Appendix - Additional XBRL Tags and Values
Accounting standards applied
Accounts status, audited or unaudited
Average number of employees during the period
Average number of employees during the period
Date of authorisation of financial statements for issue
Director signing Directors' Report
Director signing financial statements
End date for period covered by report
Entity current legal or registered name
Entity is dormant [true/false]
Name of individual auditor
Name of production software
Profit (loss) on ordinary activities after tax
Profit (loss) on ordinary activities after tax
Start date for period covered by report
UK Companies House registered number