Peratech Holdco Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 08908953 (England and Wales)

Unaudited Financial Statements

for the Period 1 July 2023 to 31 December 2024

for

Peratech Holdco Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

J S M Stark

E P Stradling

M D Levin

S H Margolis

D S Bell

REGISTERED OFFICE:

Office 13 IPS Innovate

Chartermark Way

Colburn Business Park

Catterick Garrison

North Yorkshire

DL9 4QJ

REGISTERED NUMBER:

08908953 (England and Wales)

ACCOUNTANTS:

Clive Owen LLP

Chartered Accountants

Kepier House

Belmont Business Park

Durham

DH1 1TW

FIXED ASSETS

Intangible assets

4

840,497

858,440

Tangible assets

5

82,147

109,303

Investments

6

96,420

1,019,064

1,064,163

CURRENT ASSETS

Stocks

11,607

5,053

Debtors

7

2,378,304

622,530

Cash at bank and in hand

3,428,913

4,182

5,818,824

631,765

CREDITORS

Amounts falling due within one year

8

(993,588

)

(4,453,982

)

NET CURRENT ASSETS/(LIABILITIES)

4,825,236

(3,822,217

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

5,844,300

(2,758,054

)

CREDITORS

Amounts falling due after more than one
year

9

(14,191,329

)

(23,333

)

NET LIABILITIES

(8,347,029

)

(2,781,387

)

CAPITAL AND RESERVES

Called up share capital

12

1,033,527

1,030,536

Share premium

30,881,707

26,690,511

Retained earnings

(40,262,263

)

(30,502,434

)

SHAREHOLDERS' FUNDS

(8,347,029

)

(2,781,387

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 March 2025 and were signed on its behalf by:

E P Stradling - Director

1.	STATUTORY INFORMATION

Peratech Holdco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

The current accounting period was extended to 31 December and the prior period was shortened to 30 June. Therefore, the current period represents 18 months of trade and the prior period represents 9 months.

Going concern

The financial statements are prepared on the going concern basis which assumes that the company will continue to trade. However, the validity of the going concern basis is dependent upon the continued support of the company's creditors, directors and ongoing investment from existing shareholders.

During the current and prior periods the company reached an agreement with investors to inject capital into the business to meet running costs for a further eighteen months. For this reason, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

If the company is unable to continue to trade, adjustments would be required to reduce the value of the assets to their recoverable amount, to provide for any further liabilities that might arise and to reclassify fixed assets and long term liabilities as current assets and liabilities.

Preparation of consolidated financial statements

The financial statements contain information about Peratech Holdco Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Section 1A "Small Entities" of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group or those concluded under normal market conditions.

Turnover

Turnover represents net invoiced sale of goods and services, excluding value added tax, except in respect of service contracts where turnover is recognised when the company obtains the right to consideration.

Income recognition

Income is recognised at point of sale.

Intangible 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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is recognised at cost less any provision for permanent diminution in value.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Computer equipment

-

25% on cost

Tangible fixed assets are measured at cost less accumulated depreciation and impairment.

Government grants

Government grants received are matched with the expenditure incurred.

Revenue grants are taken to the profit and loss account in the period the expense is incurred. Capital grants are released over the life of the related asset.

Stocks

Stocks are valued at the lower of cost and selling price less estimated costs to sell, after making due allowance for obsolete and slow moving items.

Financial instruments

Basic financial instruments are recognised at amortised cost with changes recognised in profit and loss.

Taxation

Taxation for the period 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.

Deferred tax

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 period 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Investments

Investments in subsidiary undertakings are recognised at cost less any provision for permanent diminution in value.

Share based payments

Peratech Holdco Limited issues equity-settled share options to certain employees within the company. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting year, based on Peratech Holdco Limited's estimate of shares that will eventually vest, and adjusted for the effect of non market-based vesting conditions.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 15 (2023 - 15 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

Goodwill

licences

Totals

£

COST

At 1 July 2023

2

2,227,659

2,227,661

Additions

-

456,251

At 31 December 2024

2

2,683,910

2,683,912

AMORTISATION

At 1 July 2023

-

1,369,221

Amortisation for period

-

474,194

At 31 December 2024

-

1,843,415

NET BOOK VALUE

At 31 December 2024

2

840,495

840,497

At 30 June 2023

2

858,438

858,440

5.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

COST

At 1 July 2023

541,349

28,973

280,694

851,016

Additions

10,785

1,607

36,929

49,321

Disposals

(72,836

)

(6,442

)

(90,808

)

(170,086

)

At 31 December 2024

479,298

24,138

226,815

730,251

DEPRECIATION

At 1 July 2023

485,296

16,184

240,233

741,713

Charge for period

40,408

6,768

27,072

74,248

Eliminated on disposal

(72,836

)

(5,029

)

(89,992

)

(167,857

)

At 31 December 2024

452,868

17,923

177,313

648,104

NET BOOK VALUE

At 31 December 2024

26,430

6,215

49,502

82,147

At 30 June 2023

56,053

12,789

40,461

109,303

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 July 2023

and 31 December 2024

96,420

NET BOOK VALUE

At 31 December 2024

96,420

At 30 June 2023

96,420

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

Amounts owed by group undertakings

51,689

10,532

Other debtors

766,974

566,626

VAT

27,226

7,502

Prepayments and accrued income

1,532,415

37,870

2,378,304

622,530

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

Bank loans and overdrafts

-

33,000

Convertible loan notes

-

2,650,000

Trade creditors

272,359

392,762

Amounts owed to group undertakings

179,451

9,242

Taxation and social security

24,902

21,859

Other creditors

5,319

785,525

Directors' current accounts

1,538

19,999

Accruals and deferred income

510,019

541,595

993,588

4,453,982

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2024

2023

as restated

£

Bank loans - 1-2 years

-

10,000

Bank loans - 2-5 years

14,191,329

13,333

14,191,329

23,333

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

as restated

£

Within one year

2,879

2,902

11.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

as restated

£

Investment loan

14,191,329

-

Investment loans are secured by a fixed charge over the intellectual property rights and all associated benefits.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

243,490

Ordinary

£1

243,490

778,812

Preferred A

£1

778,812

125,000

A1 Ordinary

£0.01

1,250

75,000

A2 Ordinary

£0.01

750

605,404

B1 Ordinary

£0.01

6,054

317,114

B2 Ordinary

£0.01

3,171

180

1,033,527

1,030,536

13.	RELATED PARTY DISCLOSURES

There were no related party transactions other than those concluded under normal market condition, except for those shown below:

2024

2023

£

Amounts due to directors

1,538

19,999

Amounts due to shareholder

-

100,000

No interest has been charged.

14.	SHARE-BASED PAYMENT TRANSACTIONS

The company has a Share Option Scheme in place, the directors believe the fair value of the options granted to be £Nil as at 31 December 2024 due to the current EBITDA of the company.

The number of share options in issue as at 31 December 2024 is 313,381 (2023: 317,881) with 4,500 being issued (2023: 4,607) and a reversal of nil in the period ended 31 December 2024 (2023: nil).

The company has issued a number of share warrants in the year. Again the directors believe the fair value to be £Nil as at 31 December 2024.