Company registration number SC335158 (Scotland)
SISTEMIC SCOTLAND LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
SISTEMIC SCOTLAND LIMITED
COMPANY INFORMATION
Directors
James Reid
Karen Reid
Donald Smith
Company number
SC335158
Registered office
West of Scotland Science Park
Block 3, Units 3/4, Kelvin Campus
2317 Maryhill Road
GLASGOW
G20 0SP
Accountants
MMG Chartered Accountants
4 Albert Place
PERTH
PH2 8JE
Business address
West of Scotland Science Park
Block 3, Units 3/4, Kelvin Campus
2317 Maryhill Road
GLASGOW
G20 0SP
SISTEMIC SCOTLAND LIMITED
CONTENTS
Page
Accountants' report
1
Balance sheet
2 - 3
Notes to the financial statements
4 - 11
SISTEMIC SCOTLAND LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF SISTEMIC SCOTLAND LIMITED
- 1 -
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Sistemic Scotland Limited for the year ended 31 December 2022 set out on pages 2 to 11 from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the ICAS we are subject to its ethical and other professional requirements which are detailed at https://icas.com/icas-framework-preparation-of-accounts.
This report is made solely to the Board of Directors of Sistemic Scotland Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Sistemic Scotland Limited and state those matters that we have agreed to state to the Board of Directors of Sistemic Scotland Limited , as a body, in this report in accordance with the requirements of the ICAS as detailed at https://icas.com/icas-framework-preparation-of-accounts. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Sistemic Scotland Limited and its Board of Directors as a body, for our work or for this report.
It is your duty to ensure that Sistemic Scotland Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Sistemic Scotland Limited. You consider that Sistemic Scotland Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Sistemic Scotland Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
MMG Chartered Accountants
28 April 2023
4 Albert Place
PERTH
PH2 8JE
SISTEMIC SCOTLAND LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 2 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,036,449
1,169,000
Tangible assets
5
68,987
109,872
1,105,436
1,278,872
Current assets
Stocks
29,481
31,133
Debtors
6
162,442
157,127
Cash at bank and in hand
44,355
231,974
236,278
420,234
Creditors: amounts falling due within one year
7
(275,520)
(515,314)
Net current liabilities
(39,242)
(95,080)
Total assets less current liabilities
1,066,194
1,183,792
Creditors: amounts falling due after more than one year
8
(702,935)
(703,755)
Net assets
363,259
480,037
Capital and reserves
Called up share capital
9
361
178
Share premium account
2,956,696
2,498,265
Profit and loss reserves
(2,593,798)
(2,018,406)
Total equity
363,259
480,037
SISTEMIC SCOTLAND LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
- 3 -
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 31 December 2022 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 28 April 2023 and are signed on its behalf by:
James Reid
Director
Company Registration No. SC335158
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
1
Accounting policies
Company information
Sistemic Scotland Limited is a private company limited by shares incorporated in Scotland. The registered office is West of Scotland Science Park, Block 3, Units 3/4, Kelvin Campus, 2317 Maryhill Road, GLASGOW, G20 0SP.
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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The company has the support and financial backing of the directors and shareholders.true
The nature of the company's business is such that there can be considerable unpredictable variation in the timing of cash flows. The directors have prepared projected cash flow information for the period ending 8 months from the date of their approval of these financial statements.
On the basis of this cash flow information and support from the directors, the directors consider that the company will continue to operate and consider it appropriate to prepare the financial statements on the going concern basis.
1.3
Turnover
Turnover represents amounts receivable for goods and services net of VAT.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional 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. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
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.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.5
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.
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% per annum straight line
Development Costs
5% per annum straight line
The Patents have been revalued on the Balance Sheet date using the appropriate Biotech industry standard software Patsnap looking at each individual patent which compares the company portfolio against the average for each related technology area. The revaluation is held in the appropriate non distributable Profit and loss reserve.
1.6
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:
Fixtures, fittings & equipment
25% per annum straight line
Computer equipment
25% to 33% per annum 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.
1.7
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
1.9
Cash at bank and in hand
Cash and cash equivalents 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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
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. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.12
Taxation
There is no tax expense currently payable and there is no deferred tax provision required.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leased asset are consumed.
1.16
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.
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.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was 5 (2021 - 5).
2022
2021
Number
Number
Total
5
5
4
Intangible fixed assets
Other
£
Cost or valuation
At 1 January 2022
1,190,351
Revaluation
(132,551)
At 31 December 2022
1,057,800
Amortisation and impairment
At 1 January 2022 and 31 December 2022
21,351
Carrying amount
At 31 December 2022
1,036,449
At 31 December 2021
1,169,000
If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
2022
2021
£
£
Cost
182,336
182,336
Accumulated amortisation
85,533
76,416
Carrying value
96,803
105,920
The Patents have been revalued on the Balance Sheet date using the appropriate Biotech industry standard software Patsnap looking at each individual patent which compares the company portfolio against the average for each related technology area. The revaluation is held in the appropriate non distributable Profit and loss reserve.
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022 and 31 December 2022
276,060
Depreciation and impairment
At 1 January 2022
166,188
Depreciation charged in the year
40,885
At 31 December 2022
207,073
Carrying amount
At 31 December 2022
68,987
At 31 December 2021
109,872
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
16,988
38,547
Corporation tax recoverable
76,325
53,752
Other debtors
69,129
64,828
162,442
157,127
7
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans
12,500
10,953
Trade creditors
213,956
357,676
Taxation and social security
8,419
48,757
Other creditors
40,645
97,928
275,520
515,314
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
8
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
37,312
34,152
Other creditors
665,623
669,603
702,935
703,755
9
Called up share capital
2022
2021
£
£
Ordinary share capital
Issued and fully paid
3,605,530 (2021: 1,771,074) Ordinary shares of 0.01p each
361
178
SISTEMIC SCOTLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
10
Directors' transactions
Loans have been granted to the company by its directors as follows:
The foregoing advance has been formally agreed and is included among Other creditors due after one year and interest has been charged at 15% per annum from the date of the original advance.
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
James Reid - Loan
-
301,625
16,450
318,075
Karen Reid - Loan
-
301,625
16,450
318,075
603,250
32,900
636,150
11
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Other information
During the year the company paid £113,728 (2021 - £91,711) in respect of rental charges to Chimaera Leasing, a partnership between James Reid and Karen Reid, directors. Included within Trade creditors at the balance sheet date is £97,007 (2021 - £40,559) due to Chimaera Leasing.
Maintenance charges of £12,343 (2021-£13,920) were paid to S E Commercial Services in which James Reid and Karen Reid are partners. Included within Trade creditors at the balance sheet date is £3,703 (2021 - £nil) due to S E Commercial Services
During the year the company paid £148,292 (2021 - £148,292) in respect of management fees to Chimaerabio Limited, a company controlled by James Reid and Karen Reid, directors. Included within Trade creditors at the balance sheet date is £62,381 (2021 - £239,439) due to Chimaerabio Limited.
Included within Other Debtors is a loan to Chimaerabio partnership of £40,400 (2021-£40,400).
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