Company registration number SC330746 (Scotland)
CERES HOLOGRAPHICS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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 - 10
CERES HOLOGRAPHICS LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2023
30 September 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
105,914
113,885
Tangible assets
5
190,032
188,922
295,946
302,807
Current assets
Debtors
6
747,969
1,957,902
Cash at bank and in hand
543,689
748,024
1,291,658
2,705,926
Creditors: amounts falling due within one year
7
(351,428)
(939,777)
Net current assets
940,230
1,766,149
Net assets
1,236,176
2,068,956
Capital and reserves
Called up share capital
9
553
533
Share premium account
7,741,221
7,741,221
Profit and loss reserves
(6,505,598)
(5,672,798)
Total equity
1,236,176
2,068,956
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 2023 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.
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.
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 14 March 2024 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 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2021
438
5,385,291
(4,835,936)
549,793
Year ended 30 September 2022:
Loss and total comprehensive income for the year
-
-
(836,862)
(836,862)
Issue of share capital
9
95
2,355,930
-
2,356,025
Balance at 30 September 2022
533
7,741,221
(5,672,798)
2,068,956
Year ended 30 September 2023:
Loss and total comprehensive income for the year
-
-
(832,800)
(832,800)
Issue of share capital
9
20
-
20
Balance at 30 September 2023
553
7,741,221
(6,505,598)
1,236,176
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 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 amounts 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 2023
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.
Basic financial liabilities
Basic financial liabilities, including creditors, are 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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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 2023
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 received 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 2023
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
24
20
4
Intangible fixed assets
Other
£
Cost
At 1 October 2022 and 30 September 2023
160,686
Amortisation and impairment
At 1 October 2022
46,801
Amortisation charged for the year
7,971
At 30 September 2023
54,772
Carrying amount
At 30 September 2023
105,914
At 30 September 2022
113,885
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 October 2022
219,442
180,949
400,391
Additions
46,324
30,187
76,511
Disposals
(41,786)
(2,455)
(44,241)
At 30 September 2023
223,980
208,681
432,661
Depreciation and impairment
At 1 October 2022
55,796
155,673
211,469
Depreciation charged in the year
53,887
14,503
68,390
Eliminated in respect of disposals
(34,775)
(2,455)
(37,230)
At 30 September 2023
74,908
167,721
242,629
Carrying amount
At 30 September 2023
149,072
40,960
190,032
At 30 September 2022
163,646
25,276
188,922
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 8 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
215,699
901,724
Corporation tax recoverable
410,931
700,402
Other debtors
121,339
355,776
747,969
1,957,902
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
36,872
113,324
Taxation and social security
42,353
49,319
Other creditors
272,203
777,134
351,428
939,777
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 October 2022
10,127
4,886
34.18
30.50
Granted
50
6,731
51.42
Forfeited
(200)
(1,490)
51.42
100.00
Outstanding at 30 September 2023
9,977
10,127
34.18
34.18
Exercisable at 30 September 2023
6,462
5,789
31.24
30.15
CERES HOLOGRAPHICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
8
Share-based payment transactions
(Continued)
- 9 -
The options outstanding at 30 September 2023 had an an average remaining contractual life of 7 years (2022 - 8 years).
The company has an Enterprise Management Incentive Scheme share option plan.
2,208 options were granted to 4 employees at an exercise price of £0.01 and are all vested apart from 535 options which will vest on an exit event. The value of the share options at grant was taken as £0.01 per option. This value was 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.
These options can only be exercised after vesting, subject to certain criteria;
- 863 options had vested by 10 December 2022
Further options will vest on the earlier of an exit event or on the following schedule;
- 46 options will vest on 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 was chosen because the existing subscribers hold extensive protections and consensual rights such that they hold a preferential position over the option holders.
6,731 options were granted to 20 employees at an exercise price of £51.42. A further 50 options were granted and lapsed in the year. 150 options lapsed due to an employee leaving.
These options can only be exercised after vesting, subject to certain criteria;
- 3,394 options vested on 16 September 2022
- 532 options vested on 16 September 2023.
Further options will vest on the earlier of an exit event or on the following schedule;
- 531 options will vest on 16 September 2024
- 417 options will vest on 16 September 2025
- 45 options will vest on 16 September 2026
- 20 options will vest on 16 September 2027
The remaining 1,642 options will vest on an exit event. The value of the share options at grant was taken as £51.42 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 2023
- 10 -
9
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
53,257 ordinary shares of 1p each
533
533
533
533
Growth share capital
Issued and fully paid
2,000 growth shares of 1p each
20
-
20
During the year 2,000 growth shares of £0.01 each were issued for consideration of £20.
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:
2023
2022
£
£
102,933
181,729
11
Events after the reporting date
On 10 November 2023 the company issued 7,144 ordinary shares of 1p each. The company received £1,428,800 including share premium for the shares.
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