34
false
false
false
false
false
false
false
false
false
true
false
false
false
false
false
false
No description of principal activity
2019-01-01
Sage Accounts Production Advanced 2020 - FRS102_2019
179,199
179,199
115,440
22,292
137,732
39,840
32,230
72,070
65,662
75,600
xbrli:pure
xbrli:shares
iso4217:GBP
08902419
2019-01-01
2019-12-31
08902419
2019-12-31
08902419
2018-12-31
08902419
2018-01-01
2018-12-31
08902419
2018-12-31
08902419
core:DevelopmentCostsCapitalisedDevelopmentExpenditure
2019-01-01
2019-12-31
08902419
bus:Director3
2019-01-01
2019-12-31
08902419
core:DevelopmentCostsCapitalisedDevelopmentExpenditure
2019-12-31
08902419
core:WithinOneYear
2019-12-31
08902419
core:WithinOneYear
2018-12-31
08902419
core:ShareCapital
2019-12-31
08902419
core:ShareCapital
2018-12-31
08902419
core:RetainedEarningsAccumulatedLosses
2019-12-31
08902419
core:RetainedEarningsAccumulatedLosses
2018-12-31
08902419
bus:SmallEntities
2019-01-01
2019-12-31
08902419
bus:AuditExemptWithAccountantsReport
2019-01-01
2019-12-31
08902419
bus:FullAccounts
2019-01-01
2019-12-31
08902419
bus:SmallCompaniesRegimeForAccounts
2019-01-01
2019-12-31
08902419
bus:PrivateLimitedCompanyLtd
2019-01-01
2019-12-31
08902419
core:ComputerEquipment
2019-01-01
2019-12-31
08902419
core:ComputerEquipment
2018-12-31
08902419
core:ComputerEquipment
2019-12-31
COMPANY REGISTRATION NUMBER:
08902419
Filleted Unaudited Financial Statements
|
|
Year ended 31 December 2019
Statement of financial position
|
1
|
|
|
Notes to the financial statements
|
3
|
|
|
Statement of Financial Position
|
|
31 December 2019
Fixed assets
Tangible assets
|
6
|
|
65,662
|
75,600
|
|
|
|
|
|
Current assets
Debtors
|
7
|
1,114,800
|
|
651,826
|
Cash at bank and in hand
|
589
|
|
168,943
|
|
------------
|
|
---------
|
|
1,115,389
|
|
820,769
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
8
|
6,143,209
|
|
4,057,499
|
|
------------
|
|
------------
|
Net current liabilities
|
|
5,027,820
|
3,236,730
|
|
|
------------
|
------------
|
Total assets less current liabilities
|
|
(
4,962,158)
|
(
3,161,130)
|
|
|
|
|
|
Provisions
Taxation including deferred tax
|
|
–
|
12,768
|
|
|
------------
|
------------
|
Net liabilities
|
|
(
4,962,158)
|
(
3,173,898)
|
|
|
------------
|
------------
|
|
|
|
|
Capital and reserves
Called up share capital
|
|
1
|
1
|
Profit and loss account
|
|
(
4,962,159)
|
(
3,173,899)
|
|
|
------------
|
------------
|
Shareholders deficit
|
|
(
4,962,158)
|
(
3,173,898)
|
|
|
------------
|
------------
|
|
|
|
|
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.
For the year ending 31 December 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
-
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
;
-
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements
.
Statement of Financial Position (continued)
|
|
31 December 2019
These financial statements were approved by the
board of directors
and authorised for issue on
28 January 2020
, and are signed on behalf of the board by:
Company registration number:
08902419
Notes to the Financial Statements
|
|
Year ended 31 December 2019
1.
General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 1 Hammersmith Broadway, London, W6 9DL, United Kingdom.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Research and development
Expenditure on research and development is charged to the profit and loss in the year in which it is incurred. Research and development tax credits are recognised on an accruals basis and are included within other debtors in current assets.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Intangible assets
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.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
|
Intellectual property
|
-
|
33% straight line
|
|
|
|
|
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
|
Equipment
|
-
|
33% straight line
|
|
|
|
|
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
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 entity after deducting all of its financial liabilities. Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. Going Concern In preparing the accounts and reviewing the company's net liability position of £4,962,158 (2018: £3,173,898), the director has considered going concern. The ultimate parent undertaking and its shareholders have confirmed that they will continue to provide adequate financial support to the company for the foreseeable future to enable liabilities to be met as they fall due.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4.
Employee numbers
The average number of persons employed by the company during the year amounted to
34
(2018:
21
).
5.
Intangible assets
|
Intellectual Property
|
|
£
|
Cost
|
|
At 1 January 2019 and 31 December 2019
|
179,199
|
|
---------
|
Amortisation
|
|
At 1 January 2019 and 31 December 2019
|
179,199
|
|
---------
|
Carrying amount
|
|
At 31 December 2019
|
–
|
|
---------
|
At 31 December 2018
|
–
|
|
---------
|
|
|
6.
Tangible assets
|
Equipment
|
Total
|
|
£
|
£
|
Cost
|
|
|
At 1 January 2019
|
115,440
|
115,440
|
Additions
|
22,292
|
22,292
|
|
---------
|
---------
|
At 31 December 2019
|
137,732
|
137,732
|
|
---------
|
---------
|
Depreciation
|
|
|
At 1 January 2019
|
39,840
|
39,840
|
Charge for the year
|
32,230
|
32,230
|
|
---------
|
---------
|
At 31 December 2019
|
72,070
|
72,070
|
|
---------
|
---------
|
Carrying amount
|
|
|
At 31 December 2019
|
65,662
|
65,662
|
|
---------
|
---------
|
At 31 December 2018
|
75,600
|
75,600
|
|
---------
|
---------
|
|
|
|
7.
Debtors
|
2019
|
2018
|
|
£
|
£
|
Trade debtors
|
717,930
|
238,776
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest
|
9,841
|
14,092
|
Other debtors
|
387,029
|
398,958
|
|
------------
|
---------
|
|
1,114,800
|
651,826
|
|
------------
|
---------
|
|
|
|
Within other debtors is corporation tax repayable of £324,360 (2018: £181,815) in respect of the company's research and development tax credit claim.
8.
Creditors:
amounts falling due within one year
|
2019
|
2018
|
|
£
|
£
|
Bank loans and overdrafts
|
16,241
|
–
|
Trade creditors
|
401,326
|
95,627
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest
|
5,023,689
|
3,673,943
|
Social security and other taxes
|
62,808
|
57,734
|
Other creditors
|
639,145
|
230,195
|
|
------------
|
------------
|
|
6,143,209
|
4,057,499
|
|
------------
|
------------
|
|
|
|
The assets of the company are secured against the debt of group companies by way of fixed and floating charge.
9.
Share based payments
The company has share option schemes for senior employees where they are granted share options in the holding company. As all of the service is supplied to
Fospha Limited
, they incur the entire cost in its profit and loss and show the equivalent increase to equity as a capital contribution from its shareholder.
The directors believe the value of the services received is equal to the fair value of the share equity-settled options granted and therefore, is measured at the grant date using the Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The model assumes the government gilt rate at the time of issue as the risk free rate, and has used 40% as its volatility, which is similar to public companies undertaking comparable trades.
All share options can only be exercised to the extent it has been vested under their individual vesting schedule and before the tenth anniversary of its date of grant. There are no performance-related conditions of exercise applying to these options. A summary of the grant dates and vesting conditions for the equity-settled share options are as follows:
|
|
No issued
|
No. remaining
|
Vesting conditions
|
|
|
£
|
£
|
£
|
|
2nd October 2017
|
24,597
|
12,298
|
|
|
2nd October 2017
|
20,292
|
13,938
|
|
|
2nd October 2017
|
4,099
|
–
|
|
|
2nd October 2017
|
12,298
|
12,298
|
|
|
23rd April 2019
|
22,545
|
22,545
|
|
|
|
|
|
|
No options were exercised during the period.
The total expense recognised in profit or loss for the period was £nil (2018: £nil).
The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year.
|
|
2019 No.
|
2019 WAEP
|
2018 No.
|
2018 WAEP
|
|
|
£
|
£
|
£
|
£
|
|
Outstanding b/fwd
|
58,211
|
11
|
61,286
|
11
|
|
Forfeited during the period
|
19,677
|
10
|
3,075
|
10
|
|
Granted during the period
|
22,545
|
12
|
–
|
–
|
|
Outstanding c/fwd
|
61,079
|
12
|
58,211
|
11
|
|
|
|
|
|
|
10.
Related party transactions
At the year end the company had formal loans of £5,023,689 (2018: £3,673,943) due to group companies. At the year end the company had trade debtors of £nil (2018: £nil) and other debtors of £5,277 (2018: £14,092) due from group companies. At the year end the company had trade debtors of £378,117 (2018: £214,724) due from companies associated through common control and directorship. At the year end the company had trade creditors of £102,068 (2018: £nil) and other creditors of £nil (2018: £nil) due to group companies. At the year end the company had trade creditors of £296,567 (2018: £49,819) and other creditors of £36,600 (2018: £36,600) due to companies associated through common control and directorship.
11.
Controlling party
The ultimate parent company at the balance sheet date was Fosjento Holdings Ltd. The registered office of Fosjento Holdings Ltd is 1 Hammersmith Broadway, London, United Kingdom, W6 9DL.