Company Registration No. 09195624 (England and Wales)
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
COMPANY INFORMATION
Directors
Mr S Carbow
Dr J T Senst
Company number
09195624
Registered office
International House
142 Cromwell Road
London
SW7 4EF
Auditor
MHA Moore and Smalley
Richard House
9 Winckley Square
Preston
PR1 3HP
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 20
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 1 -
The directors present the strategic report for the year ended 31 December 2019.
Fair review of the business
The principal activity of the company is detailed within the directors' report.
The immediate and ultimate parent company is GBLT Corp, a company domiciled in Canada. During the current and prior financial periods the company's subsidiary,
GBT German Battery Trading GmbH
("GBT"), was the official licensee for POLAROID light products, POLAROID medical products and AGFAPHOTO mobile energy products.
The financial statements of this company and of its subsidiary are consolidated within the group financial statements of GBLT Corp, which are publically available. Given the nature of this company's operations and in view of the intention to transfer all assets and liabilities to the parent company and move forward to liquidating this company, we direct readers to the GBLT Corp financial statements, in order to gain more information as to the operations and financial performance of the wider group.
As noted above these financial statements are not prepared on a going concern basis and more information is provided in note 1.2 to the financial statements.
Analysis of financial performance
Whilst the statement of comprehensive income shows a loss of €
5,343,047
(201
8
: €
22,561,097
), this has come about as a consequence of
an
impairment charge on the carrying valuation of the investment in the company's subsidiary
of
€
5,056,404
(
2018:
€
20,460,159
)
, through cumulative finance costs associated with a debenture loan €187,346 (2018: €Nil) and through waiving elements of a group debtor balance €Nil (2018: €1,832,945). The remaining costs are predominantly professional fees incurred in order to ensure the company meets its statutory and legal obligations in all relevant territories.
Mr S Carbow
Director
30 September 2020
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2019.
Principal activities
The company's principal activity was that of a holding company, offering shares as a mechanism to finance the activities and growth of its subsidiary company. Since March 2018, this function has taken place in the new immediate parent company and this company is, effectively, dormant.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr S Carbow
Dr J T Senst
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Auditor
The auditor, MHA Moore and Smalley, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of
financial instruments and future developments
.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr S Carbow
Director
30 September 2020
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 3 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
- 4 -
Opinion
We have audited the financial statements of GBLT German Battery & Lighting Technologies PLC (the 'company') for the year ended 31 December 2019 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its loss for the year then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor's
responsibilities for the audit of the financial statements
section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 1.2 to the financial statements, which notes the directors' intention to transfer all assets and liabilities to the parent company. Therefore the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements
. Accordingly the financial
statements have been prepared on a basis other than going concern as described in
n
ote
1
.
2.
Our opinion is not modified in this respect of this matter.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the directors' r
eport for the financial year for which the financial statements are prepared is consistent with the financial statements
; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s report.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
- 6 -
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Joe Sullivan (Senior Statutory Auditor)
for and on behalf of MHA Moore and Smalley
Chartered Accountants
Statutory Auditor
Richard House
9 Winckley Square
Preston
PR1 3HP
30 September 2020
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
- 7 -
Year
Year
ended
ended
31 December
31 December
2019
2018
Notes
€
€
Administrative expenses
(99,297)
(267,993)
Group balance waived
3
-
(1,832,945)
Operating loss
4
(99,297)
(2,100,938)
Interest payable and similar expenses
5
(187,346)
-
Amounts written off investments
6
(5,056,404)
(20,460,159)
Loss before taxation
(5,343,047)
(22,561,097)
Tax on loss
7
-
-
Loss for the financial year
(5,343,047)
(22,561,097)
The statement of comprehensive income has been prepared on the basis that all operations are discontinuing operations. Note 1.2 to the financial statements provides further information.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
BALANCE SHEET
AS AT
31 DECEMBER 2019
31 December 2019
- 8 -
2019
2018
Notes
€
€
€
€
Fixed assets
Investments
8
5,377,795
10,434,199
Current assets
Debtors
10
462,316
336,851
Cash at bank and in hand
97
320
462,413
337,171
Creditors: amounts falling due within one year
11
(414,864)
(2,979)
Net current assets
47,549
334,192
Total assets less current liabilities
5,425,344
10,768,391
Capital and reserves
Called up share capital
14
53,405,217
53,405,217
Profit and loss reserves
(47,979,873)
(42,636,826)
Total equity
5,425,344
10,768,391
The financial statements were approved by the board of directors and authorised for issue on 30 September 2020 and are signed on its behalf by:
Mr S Carbow
Dr J T Senst
Director
Director
Company Registration No. 09195624
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
- 9 -
Share capital
Profit and loss reserves
Total
Notes
€
€
€
Balance at 1 January 2018
52,945,704
(20,075,729)
32,869,975
Period ended 31 December 2018:
Loss and total comprehensive income for the period
-
(22,561,097)
(22,561,097)
Issue of share capital
14
459,513
-
459,513
Balance at 31 December 2018
53,405,217
(42,636,826)
10,768,391
Period ended 31 December 2019:
Loss and total comprehensive income for the period
-
(5,343,047)
(5,343,047)
Balance at 31 December 2019
53,405,217
(47,979,873)
5,425,344
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 10 -
2019
2018
Notes
€
€
€
€
Cash flows from operating activities
Cash absorbed by operations
18
(211,602)
(591,658)
Interest paid
(187,346)
-
Net cash outflow from operating activities
(398,948)
(591,658)
Net cash used in investing activities
-
-
Financing activities
Proceeds from issue of shares
-
459,513
Net proceeds from debentures
398,725
-
Net cash generated from financing activities
398,725
459,513
Net decrease in cash and cash equivalents
(223)
(132,145)
Cash and cash equivalents at beginning of year
320
132,465
Cash and cash equivalents at end of year
97
320
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 11 -
1
Accounting policies
Company information
GBLT German Battery & Lighting Technologies PLC is a
public
company
limited by shares
incorporated in England and Wales.
The registered office is
International House, 142 Cromwell Road, London, SW7 4EF. The company's principal place of business is c/o GBT German Battery Trading GmbH, An Gut Nazareth 18 A, 52353 Duren, Germany.
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.
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 financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the
Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group
.
At the balance sheet date, GBLT German Battery & Lighting Technologies PLC was a wholly owned subsidiary of GBLT Corp, a company incorporated in Canada. The results of GBLT German Battery & Lighting Technologies PLC are included in the consolidated financial statements of the parent company, which are prepared under IFRS and audited in Canada. A copy of these can be obtained from the company's trading address.
1.2
Going concern
The company reported a loss during the financial year under review, although a significant element of this related to a charge in relation fixed asset impairment. The company is no longer actively trading, although it has incurred expenditure linked to its continuing governance.
true
The wider group's ability to remain a going concern is dependent upon raising additional funds as required. Whilst the group has been successful in raising sufficient funds in the past, there is no guarantee it will continue to do so in the future.
A
t the time of approving the financial statements
,
t
he directors have
confirmed their intention to tranfer ownership of the company's subsidiary to the parent company, alongside the other net assets of the company. Following this the directors intend to wind down and liquidate the company. Therefore the financial statements have been prepared on a basis other than going concern, with all liabilities recognised in full and assets recognised at realisable value
.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 12 -
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
1.4
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 and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
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.
Other financial assets
All of the company's financial assets are basic financial instruments.
Impairment of financial assets
Financial assets
are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 13 -
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, 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
paymen
ts 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. 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. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
All of the company's financial liabilities are basic financial instruments.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Foreign exchange
Transactions in currencies other than
Euros
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 are included in the profit and loss account for the period.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 14 -
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant
effect on amounts recognised in the financial statements.
Impairment of fixed asset investments
In November 2016 the directors commissioned independent external professional consultants to undertake a formal valuation of the company's subsidiary. After reviewing the conclusions of this report, the directors considered them in light of the carrying value of the company's fixed asset investment at the balance sheet date, for the purposes of an impairment review in compiling the statutory financial statements.
In the prior period the directors also gave due consideration to the Securities Exchange Agreement completed in March 2018, whereby the parent company's shares were each valued at CAD$0.64. Further consideration was given to the active share price of the company's parent at 31 December 2018, CAD$0.145, and its total market capitalisation at the same date. As this is principally informed by the performance of the company's trading subsidiary, the directors took a prudent view in carrying out their impairment review at the prior balance sheet date and consequently the impairment charge which was recognised at that date.
At the balance sheet date, the directors made reference to the company's parent share price and market capitalisation on a consistent basis as in the prior period. This has resulted in a further impairment charge of €5,056,404 being recognised in the statement of comprehensive income.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are
as follows.
Valuation of share based payments
The directors commissioned external independent accountants to advise upon the fair value of the share options and, subsequently, the cost upon which to be recognised within these financial statements.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 15 -
3
Exceptional costs/(income)
2019
2018
€
€
Group balance waived
-
1,832,945
On 19 December 2018 the company waived €1,832,945.29 of the debtor balance owed by its subsidiary company.
Subject to the subsidiary achieving certain financial milestones, there exists a provision for an element of this waiver to be reversed. At both the current and prior balance sheet dates it did not appear that circumstances would give rise to this and so the full balance waived has been recognised in the financial statements in the prior period and no element was reversed in the year under report.
4
Operating loss
2019
2018
Operating loss for the period is stated after charging/(crediting):
€
€
Exchange losses
15,231
-
Fees payable to the company's auditor for the audit of the company's financial statements
3,911
(542)
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to €15,231 (2018 - €-).
5
Interest payable and similar expenses
2019
2018
€
€
Other finance costs:
Other interest
187,346
-
6
Amounts written off
fixed asset investments
2019
2018
€
€
Other gains and losses
(5,056,404)
(20,460,159)
The above impairment losses are stated in the Statement of Comprehensive Income within Amounts written off investments.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 16 -
7
Taxation
The company has taxable losses to carry forward of €238,061 (2018: €31,369) which can be set off against future taxable profits.
The Chancellor confirmed his intention to hold the main rate of corporation tax at 19% and this was substantively enacted during March 2020.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2019
2018
€
€
Loss before taxation
(5,343,047)
(22,561,097)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2018: 19.00%)
(1,015,179)
(4,286,608)
Tax effect of expenses that are not deductible in determining taxable profit
975,908
4,285,144
Unutilised tax losses carried forward
39,271
1,464
Taxation charge for the period
-
-
8
Fixed asset investments
2019
2018
Notes
€
€
Investments in subsidiaries
9
5,377,795
10,434,199
Movements in fixed asset investments
Shares in group undertakings
€
Cost or valuation
At 1 January 2019 & 31 December 2019
10,434,199
Impairment
At 1 January 2019
-
Impairment losses
5,056,404
At 31 December 2019
5,056,404
Carrying amount
At 31 December 2019
5,377,795
At 31 December 2018
10,434,199
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 17 -
9
Subsidiaries
Details of the company's subsidiaries at 31 December 2019 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
GBLT Africa (Pty) Ltd
South Africa
Official distributor of POLAROID products in Africa
Ordinary
0
25.00
GBT German Battery Trading GmbH
Germany
Official licensee for POLAROID light products and AGFAPHOTO mobile energy products
Ordinary
100.00
0
SSD Stahlservice Deutschland UG
Germany
Dormant
Ordinary
0
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
€
€
GBT German Battery Trading GmbH
(203,601)
222,464
At the balance sheet date, it was not possible to obtain the relevant financial information in respect of GBLT Africa (Pty) Ltd or SSD Stahlservice Deutschland UG to disclose in the note above.
10
Debtors
2019
2018
Amounts falling due within one year:
€
€
Amounts owed by group undertakings
462,316
336,851
11
Creditors: amounts falling due within one year
2019
2018
Notes
€
€
Debenture loans
12
398,725
-
Amounts owed to group undertakings
13,727
-
Accruals and deferred income
2,412
2,979
414,864
2,979
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 18 -
12
Loans and overdrafts
2019
2018
€
€
Debenture loans
398,725
-
Payable within one year
398,725
-
The debenture loan is unsecured and a 10% per annum interest charge is levied upon it. Under the terms of the debenture agreement the principal was repayable in full during May 2019, however this has been extended. As described in note 1.2 to the financial statements, this debenture will be novated to the parent company after the balance sheet date.
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 19 -
13
Share-based payment transactions
In October 2016 the company granted options wholly relating to the purchase ordinary shares in the company, to three key employees. The total number of Ordinary shares under option is 3,500,000, which were all outstanding and exercisable at 31 December 2016.
In April 2017 400,000 options were exercised at a price of €0.05 for a total subscription price of €20,000, leaving 3,100,000 options outstanding and exercisable at 31 December 2017.
Subsequently all options expired during October 2018, without being exercised.
Number of share options
Weighted average exercise price
2019
2018
2019
2018
Number
Number
$
$
Outstanding at 1 January 2019
-
3,100,000
-
-
Granted
-
-
-
0.05
Expired
-
(3,100,000)
-
-
Outstanding at 31 December 2019
-
-
-
0.05
Exercisable at 31 December 2019
-
-
-
-
The share options were valued using the Black-Scholes valuation model, with the relevant assumptions being a share price of €1.70, exercise price of US$0.05, expected volatility of 25%, expected dividend yield of 0%, risk free return of 0.61% and an expected remaining life of two years.
14
Share capital
2019
2018
€
€
Ordinary share capital
Issued and fully paid
50,014,262 Ordinary shares of €1 each
50,014,262
50,014,262
2,822,402 Ordinary €0.85 shares of 85p each
2,399,042
2,399,042
1,139,266 Ordinary €0.80 shares of 80p each
911,413
911,413
115,000 Ordinary €0.70 shares of 70p each
80,500
80,500
53,405,217
53,405,217
In January 2018, the company issued a total of 174,000 Ordinary €0.85 shares for a total consideration of €147,900 and 15,000 Ordinary €0.70 shares for a total consideration of €10,500.
In February 2018, the company issued a total of 354,250 Ordinary €0.85 shares for a total consideration of €301,113.
15
Events after the reporting date
Refer to note 1.2 to the financial statements in respect of the directors' intention to wind down and liquidate the company after the balance sheet date,
GBLT GERMAN BATTERY & LIGHTING TECHNOLOGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 20 -
16
Directors' transactions
Dividends totalling €0 (2018 - €0) were paid in the year in respect of shares held by the company's directors.
The directors, who are also the key management personnel of the company, did not receive any compensation from this company during the year.
17
Ultimate controlling party
Following the completion of the Securities Exchange Agreement in March 2018, the immediate parent company was
GBLT Corp
, a company incorporated in Canada.
The directors consider
Dr J T Senst
to be the ultimate controlling party.
18
Cash generated from operations
2019
2018
€
€
Loss for the year after tax
(5,343,047)
(22,561,097)
Adjustments for:
Finance costs
187,346
-
Amounts written off investments
5,056,404
20,460,159
Movements in working capital:
(Increase)/decrease in debtors
(125,465)
1,536,946
Increase/(decrease) in creditors
13,160
(27,666)
Cash absorbed by operations
(211,602)
(591,658)
19
Analysis of changes in net funds/(debt)
1 January 2019
Cash flows
31 December 2019
€
€
€
Cash at bank and in hand
320
(223)
97
Borrowings excluding overdrafts
-
(398,725)
(398,725)
320
(398,948)
(398,628)
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