Company Registration No. SC330746 (Scotland)
CERES HOLOGRAPHICS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
PAGES FOR FILING WITH REGISTRAR
CERES HOLOGRAPHICS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
CERES HOLOGRAPHICS LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2021
30 September 2021
- 1 -
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
4
93,693
95,011
Tangible assets
5
67,764
67,700
161,457
162,711
Current assets
Debtors
6
499,941
403,811
Cash at bank and in hand
320,949
453,864
820,890
857,675
Creditors: amounts falling due within one year
7
(432,554)
(684,063)
Net current assets
388,336
173,612
Net assets
549,793
336,323
Capital and reserves
Called up share capital
9
438
393
Share premium account
5,385,291
4,275,860
Profit and loss reserves
(4,835,936)
(3,939,930)
Total equity
549,793
336,323
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 30 September 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 6 June 2022 and are signed on its behalf by:
Andrew Travers
Director
Company Registration No. SC330746
CERES HOLOGRAPHICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2021
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2019
393
4,275,860
(3,104,261)
1,171,992
Year ended 30 September 2020:
Loss and total comprehensive income for the year
-
-
(835,669)
(835,669)
Balance at 30 September 2020
393
4,275,860
(3,939,930)
336,323
Year ended 30 September 2021:
Loss and total comprehensive income for the year
-
-
(896,006)
(896,006)
Issue of share capital
9
45
1,109,431
-
1,109,476
Balance at 30 September 2021
438
5,385,291
(4,835,936)
549,793
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2021
- 3 -
1
Accounting policies
Company information
Ceres Holographics Limited is a
private
company
limited by shares
incorporated in
Scotland
.
The registered office is
Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh, Scotland, EH4 2HS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover represents amounts
derived from the provision of goods and services which fall within the company's ordinary activities after deduction of VAT. Income from goods sold is recognised when invoiced to the customer upon delivery of the goods. Income from the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.
Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in the profit and loss account turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs to date bear to total expected costs for that contract.
1.3
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Intangible assets comprise primarily of patents paid in advance for the use of trade marks and technology. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives of 20 years. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents
5% straight line
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 4 -
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Tenants improvements
over 1 to 5 year lease term
Plant and machinery
25% straight line
Fixtures, fittings & equipment
25% straight line
Computer equipment
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any)
.
1.7
Cash at bank and in hand
Cash at bank and in hand
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less
.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest
.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including
creditors
,
a
re
initially recognised at transaction price
.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
A claim in respect of research and development expenditure has been made in the year.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 6 -
1.11
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.12
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.
1.13
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
18
17
4
Intangible fixed assets
Other
£
Cost
At 1 October 2020
128,441
Additions
5,161
At 30 September 2021
133,602
Amortisation and impairment
At 1 October 2020
33,430
Amortisation charged for the year
6,479
At 30 September 2021
39,909
Carrying amount
At 30 September 2021
93,693
At 30 September 2020
95,011
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
- 8 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 October 2020
34,450
159,129
193,579
Additions
24,002
6,527
30,529
At 30 September 2021
58,452
165,656
224,108
Depreciation and impairment
At 1 October 2020
19,043
106,836
125,879
Depreciation charged in the year
4,502
25,963
30,465
At 30 September 2021
23,545
132,799
156,344
Carrying amount
At 30 September 2021
34,907
32,857
67,764
At 30 September 2020
15,407
52,293
67,700
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
158,914
170,525
Corporation tax recoverable
249,195
196,456
Other debtors
91,832
36,830
499,941
403,811
7
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
185,403
22,457
Taxation and social security
38,671
25,214
Other creditors
208,480
636,392
432,554
684,063
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
- 9 -
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2021
2020
2021
2020
Number
Number
£
£
Outstanding at 1 October 2020
4,886
3,396
30.50
0.01
Granted
1,490
100.00
Outstanding at 30 September 2021
4,886
4,886
30.50
30.50
Exercisable at 30 September 2021
3,268
2,937
26.72
29.73
The options outstanding at 30 September 2021 had an an average remaining contractual life of 6 years (2020 - 7 years).
The
company
has
a
n Enterprise Management Incentive Scheme
share option plan
.
2,208
options
were
granted to
4
employees at an exercise price of
£0.01
.
The
se
options can
only
be exercised
after vesting, subject to certain criteria.
- 1,072 options vested on 23 June 2016
- 177 options vested on 23 June 2017
- 179 options vested on 23 June 2018
- 50 options vested on 8 August 2018
- 179 options vested on 23 June 2019
- 8 options vested on 8 August 2019
- 8 options vested on 8 August 2020.
The remaining 535 options will vest on an exit event. The value of the share options at grant was taken as £0.01 per option. This value is chosen because the existing subscribers hold extensive protections and consensual rights such that they hold a preferential position over the option holders.
1,188
options
were
granted to
6
employees at an exercise price of
£0.01
.
The
se
options can
only
be exercised
after vesting, subject to certain criteria;
- 336 options vested on 10 December 2018
- 55 options vested on 10 December 2019
- 331 options vested on 10 December 2020.
Further options will vest on the earlier of an exit event or on the following schedule;
- 95 options will vest on 10 December 2021
- 46 options will vest on 10 December 2022
- 46 options will vest in 10 December 2023.
The remaining 279 options will vest on an exit event. The value of the share options at grant was taken as £0.01 per option. This value is chosen because the existing subscribers hold extensive protections and consensual rights such that they hold a preferential position over the option holders.
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
8
Share-based payment transactions
(Continued)
- 10 -
1,490
options
were
granted to
7
employees at an exercise price of
£100.00
.
The
se
options can
only
be exercised
after vesting, subject to certain criteria;
- 745 options vested on 5 November 2019
- 128 options vested on 5 November 2020.
Further options will vest on the earlier of an exit event or on the following schedule;
- 127 options will vest on 5 November 2021.
- 124 options will vest on 5 November 2022.
The remaining 366 options will vest on an exit event. The value of the share options at grant was taken as £100.00 per option. This value is chosen because the existing subscribers hold extensive protections and consensual rights such that they hold a preferential position over the option holders.
The directors have not recognised these equity settled share based payments in line with the requirements of FRS 102 on the basis that they are not material to the financial statements.
9
Called up share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
39,277 ordinary shares of 1p each
438
393
438
393
10
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2021
2020
£
£
266,861
130,578
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2021
- 11 -
11
Events after the reporting date
On
15
November
20
21
the company issued
6,160
ordinary shares of 1p each. The company received £
1,540,000
including share premium for the shares.
On
22 December 2021
the company issued
814
ordinary shares of 1p each. The company received £
203,500
including share premium for the shares.
On
27 January 2022
the company issued
300
ordinary shares of 1p each. The company received £
75,000
including share premium for the shares.
On
6 April 2022
the company issued
2,186
ordinary shares of 1p each. The company received £
546,500
including share premium for the shares.
12
Directors' transactions
Interest free loans have been granted by the company to its directors as follows:
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Loan
-
-
61
61
-
61
61
The loan was repaid in full in October 2021.
2021-09-30
2020-10-01
false
06 June 2022
CCH Software
CCH Accounts Production 2022.100
No description of principal activity
Ian Redmond
Anthony Lear
Andrew Travers
Andrew Cringean
Clive Scrivener
Mr Nathaniel Edington
Mr John MacDonald
MBM Secretarial Services Limited
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