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ENMODUS LIMITED |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2017 |
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REGISTERED NUMBER:
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ENMODUS LIMITED |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2017 |
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ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 3 |
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ENMODUS LIMITED |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Langdon House |
Langdon Road |
SA1 Swansea Waterfront |
Swansea |
SA1 8QY |
ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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BALANCE SHEET |
31 DECEMBER 2017 |
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2017 | 2016 |
Notes | £ | £ |
CURRENT ASSETS |
Stocks |
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Debtors | 4 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 5 |
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NET CURRENT ASSETS/(LIABILITIES) |
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( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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( |
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CAPITAL AND RESERVES |
Called up share capital |
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Share premium |
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Fair value reserve | 7 |
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Retained earnings | ( |
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( |
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In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
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The financial statements were approved by the Board of Directors on
behalf by: |
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ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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1. | STATUTORY INFORMATION |
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Enmodus Limited is a
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company's registered number and registered office address can be found on the Company Information |
page. |
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Significant judgements and estimates |
The preparation of the financial statements requires management to make judgements, estimates and |
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and |
the amounts reported for revenues and expenses during the year. However, the nature of estimation |
means that actual outcomes could differ from those estimates. The following judgements (apart from |
those involving estimates) have had the most significant effect on amounts recognised in the financial |
statements: |
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Fair Value of Share Options Granted |
The management have considered the fair value of the shares options issued by the company and |
have applied the Black Scholes Model to give a fair estimate of the valuation of these options. This |
has involved making several assumptions about the market price of the shares of the company, the |
volatility of the Company's sector and risk free rate of interest as well as the amount of share options |
granted expected to vest. The management are satisfied that they have sufficiently considered the |
assumptions made in order to ensure the Black Scholes Model gives an accurate as possible fair value |
for the share options issued. These share options are recognised over the vesting period of the |
options. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, |
rebates, value added tax and other sales taxes. |
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Turnover for sales of hardware is recognised upon despatch. |
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Turnover for sales relating to provision of back end services are recognised in the period in which the |
service was provided. |
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Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for |
obsolete and slow moving items. |
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ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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2. | ACCOUNTING POLICIES - continued |
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. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at |
the balance sheet date. |
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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. |
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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. |
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Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
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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. |
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Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the |
period of the lease. |
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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. |
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Going concern |
The financial statements have been prepared on a going concern basis which assumes adequate |
finance will continue to be made available and accordingly do not take account of adjustments, if any, |
which may be necessary if the company is unable to continue as a going concern. |
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The directors have reviewed forecasts, current cash balances and availability of future funding and are |
confident that the company remains a going concern. |
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The company has cash reserves to last until November 2018 and has contingencies in place to ensure |
the company continues to trade into 2019 but is hoping to secure further cash investments in 2018. |
ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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2. | ACCOUNTING POLICIES - continued |
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Share based payments |
The cost of equity-settled transactions with employees and directors are measured by reference to the |
fair value of the equity instruments granted at the date at which they are granted and is recognised as |
an expense over the vesting period, which ends on the date on which the relevant recipients become |
fully entitled to the award. This fair value is adjusted annually for share options expected to vest fully. |
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During the financial year end 31/12/2017 audit it was identified that the Company had not previously |
included an allowance for the fair value cost estimate for share options granted since the transition |
date to FRS 102 section 1a (01/01/2015). We have considered this misstatement and do not believe it |
would materially affect the Financial Statements, as such the full cost of the adjustment has been |
included within the 2017 financial statement figures. Details on the effect this prior year misstatement |
has had on the share options cost expense in the profit and loss in 2017 is listed below: |
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Details of adjustment | £ |
Fair value increase of share options in financial year ended 31/12/2015 | 2,519 |
Fair value increase of share options in financial year ended 31/12/2016 | 21,876 |
Fair value increase of share options in financial year ended 31/12/2017 | 50,675 |
Total share options cost included within 2017 financial statements | 75,070 |
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Patent costs |
All patent costs incurred during the year are expensed to the profit and loss account. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2017 | 2016 |
£ | £ |
Trade debtors |
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Other debtors |
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5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2017 | 2016 |
£ | £ |
Trade creditors |
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Taxation and social security |
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Other creditors |
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ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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6. | SECURED DEBTS |
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The total borrowings including interest provision amounted to the following sums: |
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2017 | 2016 |
£ | £ |
Finance Wales Investments Limited | - | 2,595,018 |
Oxygen House Investments Limited | - | 1,090,086 |
Breed Reply Investments Limited | - | 1,723,928 |
Total secured debts | - | 5,409,032 |
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On 26/07/2017 all secured debts held by the Company were deemed as satisfied as part of the |
conversion to share capital. |
ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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7. | RESERVES |
Fair |
value |
reserve |
£ |
Increase in share option FV | 75,070 |
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At 31 December 2017 |
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During the year further investments into the Company of £3,050,000 were made by the following |
parties: |
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Date | Name | Amount |
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22/06/2017 | INTU Ltd | 1,500,000 |
22/06/2017 | Finance Wales Ltd | 750,000 |
22/06/2017 | Breed Reply Investments Ltd | 750,000 |
02/10/2017 | Fluxus | 50,000 |
3,050,000 |
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These investments triggered a conversion event of convertible debentures held by the Company from |
loans into share capital and share premium, the amounts converted (including interest) were as |
follows: |
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Name | Amount |
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Oxygen House Investments Ltd | 1,129,209 |
Finance Wales Ltd | 2,694,333 |
Breed Reply Investments Ltd | 1,794,769 |
5,618,311 |
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Prior to these conversion the Company reduced the value of Preferred Ordinary A shares from £1 to |
£0.001 per share, reducing the share capital of the company by £3. |
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The final share capital positions after these events was as follows: |
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Share Capital | 2017 | 2016 |
£ | £ |
Ordinary | 1,397 | 1,397 |
Ordinary A | 1,438 | 1,438 |
Preferred ordinary | 6,395 | 3 |
9,231 | 2,838 |
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ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
Fair value reserves represents the fair value of share based payment transactions under taken during |
2017. During the year the estimate of the number of equity instruments expected to vest was revised |
as a result of new information arising which indicated that the number of equity instruments expected |
to vest would be different to previous estimates. |
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8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
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The Report of the Auditors was unqualified. |
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for and on behalf of
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9. | RELATED PARTY DISCLOSURES |
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During the year a loan of £10,000 was made by one of the directors to the company, this was repaid |
within the year, there are no outstanding director loan balances as at 31/12/2017. |
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During the year consultancy fees (and expenses) totalling £24,199 (2016: £24,000) were made to |
Lodestone Solutions Limited, a company controlled by Peter Heller, the company secretary and a |
shareholder in the company. |
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During the year convertible loan notes with Oxygen House Investments Ltd totalling £1,229,209 |
(including interest accrued) were converted into equity. There were also legal and venture capital fees |
of £23,400 paid to Oxygen House Investments Ltd during the year. Oxygen House Investments Ltd is |
deemed a related party due to R B Bedlow being a director of both the company and Oxygen House |
Investments Ltd. |
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During the year consultancy fees of £12,000 were paid to Sustainability Consulting Solutions Ltd, a |
company in which J Spear is a director. |
ENMODUS LIMITED (REGISTERED NUMBER: 07159805) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2017 |
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10. | SHARE-BASED PAYMENT TRANSACTIONS |
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The company established a Share Option Scheme in 2012. Currently there are 118,750 (2016: |
118,750) share options outstanding granted under this scheme with an exercise price of £0.75 per |
ordinary share and 539,150 (2016: 561,650) share options outstanding granted under this scheme |
with an exercise price of £0.85 per ordinary share. There are no performance conditions, however the |
vesting period for these share options is 12/48ths vested 12 months after grant date and 1/48th until |
fully vested each 30 days thereafter. The options can only be exercised within 10 years of grant date |
in accordance with the Option Scheme. 22,500 share options have lapsed during the financial year |
ended 31/12/2017 due to a holder of the options leaving employment during the year. |
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Options are held by 14 individuals, of which 1 is a current director and employee of the company. |
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At 31 December 2017 the company had share options in issue of: |
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16/06/2014 | Ordinary | @ | £0.75 | - | 18,000 |
01/08/2014 | Ordinary | @ | £0.75 | - | 34,000 |
29/09/2014 | Ordinary | @ | £0.75 | - | 22,500 |
03/11/2014 | Ordinary | @ | £0.75 | - | 22,500 |
01/01/2015 | Ordinary | @ | £0.75 | - | 6,750 |
05/01/2015 | Ordinary | @ | £0.75 | - | 15,000 |
29/04/2015 | Ordinary | @ | £0.85 | - | 106,000 |
05/05/2015 | Ordinary | @ | £0.85 | - | 22,500 |
29/06/2015 | Ordinary | @ | £0.85 | - | 107,000 |
01/11/2015 | Ordinary | @ | £0.85 | 64,150 |
02/11/2015 | Ordinary | @ | £0.85 | 22,500 |
28/01/2016 | Ordinary | @ | £0.85 | 160,500 |
04/07/2016 | Ordinary | @ | £0.85 | 22,500 |
01/11/2016 | Ordinary | @ | £0.85 | 34,000 |
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The Company has taken advantage of exemption under Section 26 of FRS 102, in order to not bring in |
the fair value of share options granted prior to transition to FRS 102 section 1a date (01/01/2015). |
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The fair value of share options granted expected to vest as at 31/12/2017 was £75,070 (2016: £nil), |
with an amount of £75,070 (2016: £nil) recognised as a cost in the profit and loss in relation to this fair |
value of share options. |
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As noted elsewhere in the accounts the share options should have been brought in as part of the |
transition to FRS 102 section 1a in the prior period, we have assessed the prior period error and it has |
been deemed as not material and as such the full adjustment has been recognised in this period. |