Modulex Modular Buildings Plc Group accounts (Group and Company)

Modulex Modular Buildings Plc Group accounts (Group and Company)

MODULEX MODULAR BUILDINGS PLC - Company Information

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COMPANY REGISTRATION NUMBER: 07291662
Modulex Modular Buildings Plc
Financial Statements
30 June 2021
Modulex Modular Buildings Plc
Financial Statements
Year ended 30 June 2021
Contents
Pages
Officers and professional advisers
1
Strategic report
2
Directors' report
3 to 4
Independent auditor's report to the members
5 to 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Notes to the financial statements
15 to 25
Modulex Modular Buildings Plc
Officers and Professional Advisers
The board of directors
Mr Paul Anthony Rodker
Mr Suchit Punnose
Company secretary
Arvid Pedersen
Registered office
16 Berkeley Street
London
W1J 8DZ
Auditor
SRV Delson
Chartered Certified Accountants & statutory auditor
Maruti House
1st Floor
369 Station Road
Harrow
HA1 2AW
Bankers
Barclays Bank Plc
48 Regent Street
London
W1B 5RA
Solicitors
Memery Crystal LLP
165 Fleet Street
London
UK
EC4A 2DY
Modulex Modular Buildings Plc
Strategic Report
Year ended 30 June 2021
The directors present their Strategic report for the Group and Company for the year ended 30 June 2021.
Principal activities
The Group's principal activities during the year has been the development of modular construction business in India and other growth markets.
Business model
The Group's business model is to capitalise on the demand for construction in Growth Markets, initially the Indian economy by establishing more than one manufacturing facility in the country. Facilities are developed either as company owned facilities or leasing bespoke purpose built facilities constructed by a local partner. The proprietary offsite construction technology that the Group owns is suitable for making buildings in a wide range of sectors such as residential, commercial, hotels, hospitals etc
Business review and results
The management team has been developing the project to establish the first factory and the land along with planning permission and syndication of debt from Indian banks is complete.
Key performance indicators
Macro economic factors, performance of the Indian economy and general sentiment of investors towards growth markets are the Key Performance Indicators for the Group. These factors are directly linked to the ability of the Group to secure orders for projects where its technology is used
Principal risks and uncertainties
Retaining key management, continued raising of investments and exchange rate fluctuation are the principal risks associated with the Group.
Future developments
The Group is considering an IPO in the US capital market to raise new capital.
This report was approved by the board of directors on 30 June 2022 and signed on behalf of the board by:
Mr Paul Anthony Rodker
Director
Registered office:
16 Berkeley Street
London
W1J 8DZ
Modulex Modular Buildings Plc
Directors' Report
Year ended 30 June 2021
The directors present their report and the financial statements of the group for the year ended 30 June 2021 .
Directors
The directors who served the company during the year were as follows:
Mr Paul Anthony Rodker
Mr Suchit Punnose
Mr Shashikant Ramlal Radia
Dividends
The directors do not recommend the payment of a dividend.
Greenhouse gas emissions and energy consumption
Unit
2021
2020
Emissions resulting from activities for which the group is responsible
tCO2e
13
–
Emissions resulting from the purchase of electricity by the group for its own use
tCO2e
1
–
Water and paper
tCO2e
1
–
----
----
Total emissions
tCO2e
15
–
Total energy consumption
kWh
3,300
–
Business trips
2.00
-
-------
----
Disclosure of information in the strategic report
The company has chosen to include the strategic report.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' 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 group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments 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. 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on 30 June 2022 and signed on behalf of the board by:
Mr Paul Anthony Rodker
Director
Registered office:
16 Berkeley Street
London
W1J 8DZ
Modulex Modular Buildings Plc
Independent Auditor's Report to the Members of Modulex Modular Buildings Plc
Year ended 30 June 2021
Opinion
We have audited the financial statements of Modulex Modular Buildings Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2021 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 group's and of the parent company's affairs as at 30 June 2021 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
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 group 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.
Material uncertainty related to going concern
We draw your attention to the going concern note in the financial statements that the company is dependent on the availability of funding and the current economic conditions are having a significant impact upon the world of finance. The fact indicates material uncertainty, which may cast significant doubt upon the company's ability to continue trading as a going concern should funding be unavailable.
The company has incurred a net loss during the current and previous years. The group is pursuing financial tie up for its projects and delay in commencement of commercial operations have resulted in losses. Having regards to the management's plan to continue with the project once all the required financial tie ups are in place, the continued commitments from the management for operational and financial support and the company's demonstrated ability to continue to raise capital which has seen a year on on year growth, the financial statements of the subsidiary undertakings and that of the parent undertaking have been prepared on a going concern basis.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 the audit:
- the information given in the strategic report and the directors' report 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company 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' responsibilities statement, 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 group's and the parent 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 group or the parent 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Enquiry of management and those charged with governance around actual and potential litigation and claims; Performing audit work over the risk of management override of controls. including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. Reviewing minutes of meetings of those charged with governance; Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
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.
Sailesh Rameshchandra Vaghjee
(Senior Statutory Auditor)
For and on behalf of
SRV Delson
Chartered Certified Accountants & statutory auditor
Maruti House
1st Floor
369 Station Road
Harrow
HA1 2AW
30 June 2022
Modulex Modular Buildings Plc
Consolidated Statement of Comprehensive Income
Year ended 30 June 2021
2021
2020
Note
£
£
Distribution costs
650,547
64,145
Administrative expenses
888,824
595,233
------------
---------
Operating loss
4
( 1,539,371)
( 659,378)
Income from other fixed asset investments
8
–
7,817,529
Other interest receivable and similar income
9
–
101,736
Amounts written off investments
10
15,383
16,618
Interest payable and similar expenses
11
13,423
–
------------
------------
(Loss)/profit before taxation
( 1,568,177)
7,243,269
Tax on (loss)/profit
12
1,080
( 55,353)
------------
------------
(Loss)/profit for the financial year and total comprehensive income
( 1,569,257)
7,298,622
------------
------------
All the activities of the group are from continuing operations.
Modulex Modular Buildings Plc
Consolidated Statement of Financial Position
30 June 2021
2021
2020
Note
£
£
Fixed assets
Intangible assets
13
4,471,210
1,810,846
Tangible assets
14
73,508
514
Investments
15
9,605,979
9,621,362
-------------
-------------
14,150,697
11,432,722
Current assets
Debtors
16
2,237,488
1,928,582
Cash at bank and in hand
74,301
73,608
------------
------------
2,311,789
2,002,190
Creditors: amounts falling due within one year
17
766,906
904,853
------------
------------
Net current assets
1,544,883
1,097,337
-------------
-------------
Total assets less current liabilities
15,695,580
12,530,059
Creditors: amounts falling due after more than one year
18
50,000
–
-------------
-------------
Net assets
15,645,580
12,530,059
-------------
-------------
Capital and reserves
Called up share capital
21
1,641,022
1,388,612
Share premium account
22
13,608,916
9,176,548
Profit and loss account
22
395,642
1,964,899
-------------
-------------
Shareholders funds
15,645,580
12,530,059
-------------
-------------
These financial statements were approved by the board of directors and authorised for issue on 30 June 2022 , and are signed on behalf of the board by:
Mr Paul Anthony Rodker
Director
Company registration number: 07291662
Modulex Modular Buildings Plc
Company Statement of Financial Position
30 June 2021
2021
2020
Note
£
£
Fixed assets
Intangible assets
13
4,332,673
1,580,537
Tangible assets
14
151
514
Investments
15
2,013,000
2,013,000
------------
------------
6,345,824
3,594,051
Current assets
Debtors
16
2,771,350
2,360,844
Cash at bank and in hand
72,811
73,568
------------
------------
2,844,161
2,434,412
Creditors: amounts falling due within one year
17
427,851
558,356
------------
------------
Net current assets
2,416,310
1,876,056
------------
------------
Total assets less current liabilities
8,762,134
5,470,107
Creditors: amounts falling due after more than one year
18
50,000
–
------------
------------
Net assets
8,712,134
5,470,107
------------
------------
Capital and reserves
Called up share capital
21
1,519,022
1,266,612
Share premium account
22
13,608,916
9,176,548
Profit and loss account
22
( 6,415,804)
( 4,973,053)
-------------
------------
Shareholders funds
8,712,134
5,470,107
-------------
------------
The loss for the financial year of the parent company was £ 1,442,750 (2020: £ 394,828 ).
These financial statements were approved by the board of directors and authorised for issue on 30 June 2022 , and are signed on behalf of the board by:
Mr Paul Anthony Rodker
Director
Company registration number: 07291662
Modulex Modular Buildings Plc
Consolidated Statement of Changes in Equity
Year ended 30 June 2021
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 July 2019
1,382,162
7,979,394
( 5,333,723)
4,027,833
Profit for the year
7,298,622
7,298,622
------------
------------
------------
------------
Total comprehensive income for the year
–
–
7,298,622
7,298,622
Issue of shares
6,450
1,197,154
–
1,203,604
------------
------------
------------
------------
Total investments by and distributions to owners
6,450
1,197,154
–
1,203,604
At 30 June 2020
1,388,612
9,176,548
1,964,899
12,530,059
Loss for the year
( 1,569,257)
( 1,569,257)
------------
------------
------------
-------------
Total comprehensive income for the year
–
–
( 1,569,257)
( 1,569,257)
Issue of shares
252,410
4,432,368
–
4,684,778
---------
------------
----
------------
Total investments by and distributions to owners
252,410
4,432,368
–
4,684,778
------------
-------------
---------
-------------
At 30 June 2021
1,641,022
13,608,916
395,642
15,645,580
------------
-------------
---------
-------------
Modulex Modular Buildings Plc
Company Statement of Changes in Equity
Year ended 30 June 2021
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 July 2019
1,260,162
7,979,394
( 4,578,225)
4,661,331
Loss for the year
( 394,828)
( 394,828)
------------
------------
------------
------------
Total comprehensive income for the year
–
–
( 394,828)
( 394,828)
Issue of shares
6,450
1,197,154
–
1,203,604
------------
------------
------------
------------
Total investments by and distributions to owners
6,450
1,197,154
–
1,203,604
At 30 June 2020
1,266,612
9,176,548
(4,973,054)
5,470,106
Loss for the year
( 1,442,750)
( 1,442,750)
------------
------------
------------
------------
Total comprehensive income for the year
–
–
( 1,442,750)
( 1,442,750)
Issue of shares
252,410
4,432,368
–
4,684,778
---------
------------
----
------------
Total investments by and distributions to owners
252,410
4,432,368
–
4,684,778
------------
-------------
------------
------------
At 30 June 2021
1,519,022
13,608,916
( 6,415,804)
8,712,134
------------
-------------
------------
------------
Modulex Modular Buildings Plc
Consolidated Statement of Cash Flows
Year ended 30 June 2021
2021
2020
£
£
Cash flows from operating activities
(Loss)/profit for the financial year
( 1,569,257)
7,298,622
Adjustments for:
Depreciation of tangible assets
363
363
Amortisation of intangible assets
346,886
230,490
Amounts written back to investments
15,383
16,618
Income from other fixed asset investments
–
( 7,817,529)
Other interest receivable and similar income
–
( 101,736)
Interest payable and similar expenses
13,423
–
Tax on loss
1,080
( 55,353)
Accrued income
( 7,442)
( 6,532)
Changes in:
Trade and other debtors
( 308,906)
38,786
Trade and other creditors
( 130,505)
( 41,998)
------------
------------
Cash generated from operations
( 1,638,975)
( 438,269)
Interest paid
( 13,423)
–
Interest received
–
101,736
Tax (paid)/received
( 1,080)
55,353
------------
---------
Net cash used in operating activities
( 1,653,478)
( 281,180)
------------
---------
Cash flows from investing activities
Purchase of tangible assets
( 73,357)
–
Purchase of intangible assets
( 3,007,250)
( 943,948)
Acquisition of subsidiaries
–
( 7,817,529)
Proceeds from sale of other investments
–
7,817,529
------------
------------
Net cash used in investing activities
( 3,080,607)
( 943,948)
------------
------------
Cash flows from financing activities
Proceeds from issue of ordinary shares
4,674,486
1,198,654
Proceeds from issue of other equity instrument
10,292
4,950
Proceeds from borrowings
50,000
–
------------
------------
Net cash from financing activities
4,734,778
1,203,604
------------
------------
Net increase/(decrease) in cash and cash equivalents
693
( 21,524)
Cash and cash equivalents at beginning of year
73,608
95,132
--------
--------
Cash and cash equivalents at end of year
74,301
73,608
--------
--------
Modulex Modular Buildings Plc
Notes to the Financial Statements
Year ended 30 June 2021
1. General information
The company is a public company limited by shares, registered in England and Wales. The address of the registered office is 16 Berkeley Street, London, W1J 8DZ. The Group's principal activities during the year has been the development of modular construction business in India and other growth markets.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
In preparing the financial statements the directors have taken into account all the information that could reasonably be expected to be available together with their continued support and that of the investors. The company is dependent on the availability of funds and financial tie ups for its projects. The current conditions of Covid 19 are having significant impact upon the operation and the conditions remain challenging. Based on the results of the company the board consider that the company has sufficient confirmed future availability of funds to maintain its operations. Despite the uncertainty, the directors and shareholders have signified their intention to make finance available to the company. The directors have reasonable expectations and adequate resources that the company will be able to continue in operations and meet its liabilities as they fall due. On this basis the financial statements have been prepared by using the going concern basis of accounting because there are no material uncertainties related to events and conditions that may cast significant doubt about the ability of the company to continue as a going concern.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of Modulex Modular Buildings Plc and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There are no material judgements required in preparing the financial statements for the year under review.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Development costs
-
Straight line basis over useful life of the asset
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Fixtures, fittings and equipment
-
25% on cost
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Investments in joint ventures
Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Operating profit
Operating profit or loss is stated after charging:
2021
2020
£
£
Amortisation of intangible assets
346,886
230,490
Depreciation of tangible assets
363
363
---------
---------
5. Auditor's remuneration
2021
2020
£
£
Fees payable for the audit of the financial statements
4,375
4,375
-------
-------
Fees payable to the company's auditor and its associates for other services:
Audit of the financial statements of associates
1,200
978
-------
-------
6. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2021
2020
No.
No.
Administrative staff
1
1
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2021
2020
£
£
Wages and salaries
80,200
79,297
--------
--------
7. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2021
2020
£
£
Remuneration
80,200
79,297
--------
--------
8. Income from other fixed asset investments
2021
2020
£
£
(Gain)/loss on disposal of other fixed asset investments
–
7,817,529
----
------------
9. Other interest receivable and similar income
2021
2020
£
£
Other interest receivable and similar income
–
101,736
----
---------
10. Amounts written back to investments
2021
2020
£
£
Impairment of investments in associates
15,383
16,618
--------
--------
11. Interest payable and similar expenses
2021
2020
£
£
Other interest payable and similar charges
13,423
–
--------
----
12. Tax on loss
Major components of tax expense/(income)
2021
2020
£
£
Current tax:
UK current tax expense
1,080
–
Research and development tax credit
–
(55,353)
-------
--------
Total current tax
1,080
( 55,353)
-------
--------
Tax on loss
1,080
( 55,353)
-------
--------
Reconciliation of tax expense/(income)
The tax assessed on the (loss)/profit on ordinary activities for the year is higher than (2020: lower than) the standard rate of corporation tax in the UK of 19 % (2020: 19 %).
2021
2020
£
£
(Loss)/profit on ordinary activities before taxation
( 1,568,177)
7,243,269
------------
------------
Adjustment to tax charge in respect of prior periods
–
( 55,353)
Stamp Duty paid on business combinations
1,080
–
------------
------------
Tax on loss
1,080
( 55,353)
------------
------------
13. Intangible assets
Group
Development costs
£
Cost
At 1 July 2020
3,248,847
Additions
3,007,250
------------
At 30 June 2021
6,256,097
------------
Amortisation
At 1 July 2020
1,438,001
Charge for the year
346,886
------------
At 30 June 2021
1,784,887
------------
Carrying amount
At 30 June 2021
4,471,210
------------
At 30 June 2020
1,810,846
------------
Company
Development costs
£
Cost
At 1 July 2020
2,331,128
Additions
3,007,250
------------
At 30 June 2021
5,338,378
------------
Amortisation
At 1 July 2020
750,591
Charge for the year
255,114
------------
At 30 June 2021
1,005,705
------------
Carrying amount
At 30 June 2021
4,332,673
------------
At 30 June 2020
1,580,537
------------
14. Tangible assets
Group
Fixtures and fittings
User defined asset
Total
£
£
£
Cost
At 1 July 2020
3,528
–
3,528
Additions
–
73,357
73,357
-------
--------
--------
At 30 June 2021
3,528
73,357
76,885
-------
--------
--------
Depreciation
At 1 July 2020
3,014
–
3,014
Charge for the year
363
–
363
-------
--------
--------
At 30 June 2021
3,377
–
3,377
-------
--------
--------
Carrying amount
At 30 June 2021
151
73,357
73,508
-------
--------
--------
At 30 June 2020
514
–
514
-------
--------
--------
Company
Fixtures and fittings
Total
£
£
Cost
At 1 July 2020 and 30 June 2021
3,528
3,528
-------
-------
Depreciation
At 1 July 2020
3,014
3,014
Charge for the year
363
363
-------
-------
At 30 June 2021
3,377
3,377
-------
-------
Carrying amount
At 30 June 2021
151
151
-------
-------
At 30 June 2020
514
514
-------
-------
15. Investments
Group
Shares in group undertakings
£
Cost
At 1 July 2020 and 30 June 2021
9,621,362
------------
Impairment
At 1 July 2020
–
Impairment losses
15,383
------------
At 30 June 2021
15,383
------------
Carrying amount
At 30 June 2021
9,605,979
------------
At 30 June 2020
9,621,362
------------
Company
Shares in group undertakings
£
Cost
At 1 July 2020 and 30 June 2021
2,013,000
------------
Impairment
At 1 July 2020 and 30 June 2021
–
------------
Carrying amount
At 1 July 2020 and 30 June 2021
2,013,000
------------
At 30 June 2020
2,013,000
------------
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Redribbon Modulex Buildings Ltd
Ordinary
100
16. Debtors
Group
Company
2021
2020
2021
2020
£
£
£
£
Trade debtors
1,650,000
1,650,000
1,650,000
1,650,000
Amounts owed by group undertakings
–
3,000
–
435,262
Amounts owed by undertakings in which the company has a participating interest
308,000
–
849,962
–
Other debtors
279,488
275,582
271,388
275,582
------------
------------
------------
------------
2,237,488
1,928,582
2,771,350
2,360,844
------------
------------
------------
------------
No money has been called for the unpaid share capital and the directors are confident when the calls are made the amount will be received.
17. Creditors: amounts falling due within one year
Group
Company
2021
2020
2021
2020
£
£
£
£
Trade creditors
199,733
169,835
199,733
169,835
Amounts owed to group undertakings
69,043
69,043
–
–
Accruals and deferred income
–
7,442
–
–
Other creditors
498,130
658,533
228,118
388,521
---------
---------
---------
---------
766,906
904,853
427,851
558,356
---------
---------
---------
---------
18. Creditors: amounts falling due after more than one year
Group
Company
2021
2020
2021
2020
£
£
£
£
Bank loans and overdrafts
50,000
–
50,000
–
--------
----
--------
----
19. Deferred tax
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2021
2020
2021
2020
£
£
£
£
Business combinations
1,080
–
1,080
–
-------
----
-------
----
20. Financial instruments
The company deals with foreign exchange and these are measured on a fair value basis.
21. Called up share capital
Issued, called up and fully paid
2021
2020
No.
£
No.
£
Ordinary shares of £ 0.01 each
145,802,302
1,458,023
121,590,532
1,215,905
8% Preference A share shares of £ 0.01 each
18,049,902
180,499
17,020,680
170,207
8% Preference B share shares of £ 0.01 each
250,000
2,500
250,000
2,500
--------------
------------
--------------
------------
164,102,204
1,641,022
138,861,212
1,388,612
--------------
------------
--------------
------------
During the year the parent company issues 150,000 ordinary shares of £.01p each and 495,022 8% Cumulative convertible preference A shares of £.01p each Called-up share capital represents the nominal value of shares that have been issued.
22. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses. The Share premium reserve records the amount above the nominal value received for shares sold, less transaction costs.
23. Analysis of changes in net debt
At 1 Jul 2020
Cash flows
At 30 Jun 2021
£
£
£
Cash at bank and in hand
73,608
693
74,301
Debt due within one year
(69,043)
–
(69,043)
Debt due after one year
–
(50,000)
(50,000)
--------
--------
--------
4,565
( 49,307)
( 44,742)
--------
--------
--------
24. Contingencies
There is a contingent liability of £2,450,201 towards preference shares coupon of the company and £1,633,215 for directors salaries until the Balance Sheet date.
Modulex Modular Buildings Plc
Notes to the Financial Statements (continued)
Year ended 30 June 2021
25. Related party transactions
Company
No transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102.
26. Controlling party
During the year, the company was controlled by the directors and shareholder of the parent company, Red Ribbion Asset Management Plc