Comcarde_Limited - Accounts

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Comcarde Limited is a private company limited by shares incorporated in Scotland. The registered office is 56 George Street, Edinburgh, EH2 2LR.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention modified to include certain items at fair value, as explained below. The principal accounting policies adopted are set out below.

At 31 December 2021 the company had net assets of £6,194,355 (31 July 2020 – £1,836,284) and net current assets of £427,997 (31 July 2020 - £477,964). The company relies on continued support from Highland & Universal Investments Ltd to be able to meet its liabilities as they fall due and the appropriateness of the going concern basis is dependent on this support being continued. Highland & Universal Investments Ltd have confirmed they will continue to provide this support and accordingly the financial statements have been prepared under the going concern basis.true

The company changed its year end to 31 December to align with the calendar year, therefore the current accounting period is for a 17 month period from 1 August 2020 to 31 December 2021. Comparative amounts presented in the financial statements (including the related notes) are for the 12 months ended 31 July 2020.

Turnover is recognised at the fair value of the consideration received or receivable services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised at cost and amortised over the period during which the company is expected to benefit.

Patents are valued at cost less accumulated amortisation, and any accumulated impairment losses. As the project is still under development at the year end, no amortisation is currently being charged.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Liabilities are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the arrangement.

Loans are measured at the undiscounted amount of the cash or other consideration expected to be paid.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. Where it meets the definition of a basic financial instrument it is measured on an amortised cost basis using the effective interest method, otherwise it is measured on a fair value basis through profit or loss until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Accordingly, a financial instrument is treated as equity if:

i) There is no contractual obligation to deliver cash or other financial assets or to exchange financial assets or liabilities on terms that may be unfavourable; and

ii) The instrument is a non-derivative that contains no contractual obligations to deliver a variable number of shares or is a derivative that will be settled only by the company exchanging a fixed amount of cash or other fixed assets for a fixed number of the company's own equity instruments.

When shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense in the income statement. The initial fair value of the liability component is determined using a market rate for an equivalent liability without a conversion feature.

The remainder of the proceeds on issue is allocated to any equity component and included in shareholders' equity, net of transaction costs. The carrying amount of the equity component is not re-measured in subsequent years.

The tax expense represents the sum of the tax currently payable and deferred tax.

Research and development tax credits are credited to deferred income and released to the profit and loss account over the expected useful life of the assets.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Grants are credited to deferred revenue. Grants towards capital expenditure, including research and development tax credits, are released to the profit and loss account over the expected useful life of the assets. Grants towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Development expenditure is capitalised in accordance with the accounting policy in note 1.4. Initial capitalisation is based on management's judgement over the technical, commercial and financial viability of individual projects.

During the year, the directors changed the depreciation rate applicable to fixtures, fittings and equipment from 25% reducing balance to 33% straight line. The net book value of computer equipment at 31 December 2021 under the previous rate would have been £40,922 compared with actual net book value at 31 December 2021 of £21,090.

The average monthly number of persons (including directors) employed by the company during the period was 20 (year ended 31 July 2020 - 12):

The company received funding from Scottish Enterprise in the period to 31 December 2021 in the form of a grant of £60,000 which has been included in the profit and loss account and a convertible loan of £240,000 which is included in creditors, amounts falling due after more than one year. £6,400 of interest has also been accrued at the year end.

During the period the company received £752,582 (year to 31 July 2020 - £1,037,993) in respect of new government grants. Of this amount £692,582 has been included in government grants on the balance sheet and £60,000 has been treated as other income in the profit and loss account. Of the total received in the year £472,167 (2020 - £916,204) is included within other debtors at the year end.

On 26 April 2021 the company adopted new Articles of Association implementing the following changes to its capital structure:

The 2,295,000 A Ordinary shares of £1 each were redesignated as A1 Ordinary shares of £1 each; the 1,745,489 B Ordinary shares of £0.01 each were redesignated as A2 shares of £0.03 each and the 660,591 C2 Ordinary shares of £0.01 each were redesignated as C1 Ordinary shares of £0.01 each. On redesignation the terms of the previous B Ordinary shares were amended and the A2 Ordinary shares are now classified as equity shares.

On the same date, 2,742,468 C1 Ordinary shares of £0.01 each were issued at par, and remain unpaid at the balance sheet date.

On 19 May 2021 a further 5,000,000 C1 Ordinary shares of £0.01 were issued at par, by way of capitalising £50,000 of share premium.

On 21 May 2021, 5,883,194 A1 Ordinary shares of £1 each and 5,883,194 C1 Ordinary shares of £0.01 each were issued at par, and were fully paid up.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The controlling party is Highland & Universal Investments Ltd.

On 24 February 2022 the company issued 1,977,698 A1 Ordinary Shares of £1 each at par, 1,977,698 C1 Ordinary Shares of £0.01 each at par and 1,147,302 C1 Ordinary Shares of £0.01 each which remain unpaid, increasing the share capital by £2,008,948.