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UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 |
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KOKOON TECHNOLOGY LTD |
REGISTERED NUMBER:
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UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 |
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FOR |
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KOKOON TECHNOLOGY LTD |
KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 4 |
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KOKOON TECHNOLOGY LTD |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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ACCOUNTANTS: |
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Chartered Certified Accountants |
62-66 Deansgate |
Manchester |
M3 2EN |
KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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BALANCE SHEET |
31 DECEMBER 2021 |
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31.12.21 | 31.12.20 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
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Tangible assets | 5 |
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CURRENT ASSETS |
Stocks |
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Debtors | 6 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 7 |
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NET CURRENT ASSETS/(LIABILITIES) |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CREDITORS |
Amounts falling due after more than one year | 8 |
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NET ASSETS/(LIABILITIES) |
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CAPITAL AND RESERVES |
Called up share capital | 9 |
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Share premium |
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Other reserves |
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Retained earnings | ( |
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The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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BALANCE SHEET - continued |
31 DECEMBER 2021 |
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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 and authorised for issue on
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KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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1. | STATUTORY INFORMATION |
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Kokoon Technology Ltd is a
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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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 £. |
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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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Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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Tangible fixed assets |
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Fixtures and Fittings | - 33% Straight Line |
Computer Equipment | - 33% Straight Line |
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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. |
KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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2. | ACCOUNTING POLICIES - continued |
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Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial statements. |
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Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
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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. |
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Basic financial assets |
Basic financial assets, which includes 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 present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
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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. |
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Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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. |
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Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
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Trade creditors are obligations to pay for goods and 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 rate method. |
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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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KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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2. | ACCOUNTING POLICIES - continued |
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 the 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 period 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 |
In common with virtually every other business in the country, the Company has been experiencing the effects of the Coronavirus pandemic. Whilst the full impact of this exceptional situation on the Company cannot be assessed with complete certainty at the current time, the Directors believe they have taken all possible steps to protect the Company including accessing relevant Government assistance. |
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At the time of signing these accounts the Directors are of the opinion that the Company will remain viable for the foreseeable future and therefore these Financial Statements have been prepared on the Going Concern basis. |
KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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2. | ACCOUNTING POLICIES - continued |
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Share-based payments |
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 11. |
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The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest unless the exercise period commences immediately following the grant date, in which case the entire fair value of the equity-settled share-based payment is expensed to the income statement. At each balance sheet date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. |
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Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. |
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In respect of equity settled share based payments entered into or granted prior to the start of a financial period where the accounting policies adopted did not require recognition of the fair value thereof annual charges in respect to earlier periods are recognised as prior year adjustments to the opening position and reflected in the comparative numbers where appropriate. |
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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. | INTANGIBLE FIXED ASSETS |
Patents |
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licences |
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COST |
At 1 January 2021 |
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Additions |
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At 31 December 2021 |
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AMORTISATION |
At 1 January 2021 |
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Amortisation for year |
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At 31 December 2021 |
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NET BOOK VALUE |
At 31 December 2021 |
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At 31 December 2020 |
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KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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5. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2021 |
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Additions |
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At 31 December 2021 |
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DEPRECIATION |
At 1 January 2021 |
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Charge for year |
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At 31 December 2021 |
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NET BOOK VALUE |
At 31 December 2021 |
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At 31 December 2020 |
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6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.21 | 31.12.20 |
£ | £ |
Trade debtors |
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Other debtors |
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7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.21 | 31.12.20 |
£ | £ |
Bank loans and overdrafts |
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Trade creditors |
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Taxation and social security |
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Other creditors |
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8. |
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
31.12.21 | 31.12.20 |
£ | £ |
Other creditors |
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KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
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Amounts due under a CBIL term loan under which the interest for the first 12 months is paid by the British Business Bank. For the balance of the term of interest is at 9% and the loan is repaid in equal monthly instalments. The loan is secured on the assets of the Company. |
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9. | CALLED UP SHARE CAPITAL |
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Allotted, Called up and fully paid |
Value | Number | 2021 | 2020 |
£ | £ | £ |
Ordinary Shares | 0.001 | 30,478,356 | 30,478 | 28,930 |
Ordinary A Shares | 0.001 | 1,110,000 | 1,110 | 1,110 |
Ordinary B Shares | 0.001 | 3,501,573 | 3,502 | - |
Preferred Ordinary Shares | 0.001 | 13,181,098 | 13,181 | 13,181 |
43,220,883 | 48,271 | 43,221 |
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Shares issued during the period | Nominal Value | Number | Amount |
£ | £ |
Ordinary Shares | 0.001 | 1,548,621 | 1,548 |
Ordinary B Shares | 0.001 | 3,501,573 | 3,502 |
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During the financial period 1,548,621 ordinary shares were issued for cash subscriptions totalling £373,200 of which £1,549 represented the nominal value of such ordinary shares and £371,651 the premium paid thereon. |
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During the financial period 3,501,573 ordinary B shares were issued for cash subscriptions totalling £812,365 of which £3,502 represented the nominal value of such ordinary shares and £808,863 the premium paid thereon. |
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All equity securities in issue rank equally in respect of voting, dividends and other distributions save that on a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the Company remaining after payment of its liabilities shall be applied (to the extent that the Company is lawfully permitted to do so): |
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(a) First in paying to each of the holders of the preferred ordinary shares, in priority to any other classes of equity shares, an amount per share held equal to the amount subscribed for such preference shares ("the Preference Amount") (provided that if there are insufficient surplus assets to pay the amounts per share equal to the Preference Amount, the remaining surplus assets shall be distributed to the holders of the preferred ordinary shares pro rata to the amounts paid up on the preferred ordinary shares); |
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(b) Secondly, in paying to each of the holders of the A ordinary shares, in priority to any other classes of shares except the preferred ordinary shares, an amount per share held equal to the Preference Amount (provided that if there are insufficient surplus assets to pay the amounts per share equal to the Preference Amount, the remaining surplus assets shall be distributed to the A Ordinary Shareholders pro rata to the amounts paid up on the A Ordinary Shares); |
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(c) Thirdly, the balance of the surplus assets (if any) shall be distributed among the holders of equity shares pro rata (as if the equity shares constituted one and the same class) to the number of equity shares held. |
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10. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
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Included within other creditors is an amount owed to the directors of £9 (2020: £465). |
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The loan is interest free with no fixed repayment terms. |
KOKOON TECHNOLOGY LTD (REGISTERED NUMBER: 08740486) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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11. | SHARE-BASED PAYMENT TRANSACTIONS |
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Equity settled share option schemes and ad hoc option grants |
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The Company has a share option scheme for all employees of the Company. The options vest either on the date of grant or upon a schedule over up to four years. Options are forfeited if the employee leaves the Company's employment before the options have fully vested, although a short period is provided in which they may be exercised following such end of employment to the extent that options have actually vested or the Board may permit all or part of the option to continue to be exercisable . In addition, certain advisers to the Company have been granted ad hoc options exercisable at a price determined by the Board at the time of grant. |
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Details of the share options outstanding during the year ended 31 December 2021 and the six months ended 31 December 2020 are as follows: |
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31 December 21 | 31 December 20 |
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Number of
Ordinary Shares under option |
Weighted
average exercise price £ |
Number of
Ordinary Shares under option |
Weighted
average exercise price £ |
Outstanding at beginning of year | 1,385.796 | 0.01 | 1,385,796 | 0.01 |
Issued in year | 1,865,000 | 0.01 | - | 0.01 |
Exercised in year | (40,000 | ) | - | - | - |
Expired in year | - | 0.01 | - | 0.01 |
Outstanding at end of the year | 3,210,976 | 0.01 | 1,385,796 | 0.01 |
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During the financial year to 31 December 2021 options were granted to employees and non-employees with all options vesting over 4 years with a one year cliff to 25% and then the balance of 75% vesting evenly over the following three years. |
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Options granted to employees were valued using a Black Scholes model and the price paid by the most recent preceding subscription was used as the base price for this purpose. |
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The inputs to the Black-Scholes model for the period to 31 December 2021 are as follows: |
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2021 | 2020 |
Value at grant | £0.232 | £0.232 |
Expected volatility | 10.8% | 25.0% |
Expected life | 10 years | 10 years |
Risk free interest rate | 1.34% | 0.57% |
Expected dividend yield | 0% | 0% |
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An adjustment, following an annual assessment, is made for the percentage of granted options that will lapse and the valuation is reduced by this amount. |
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The Company recognised total expense of £37,208 related to equity share-based payment transactions in the period ending 31 December 2021 (2020 - £18,238). |