Optitune Limited - Limited company accounts 23.1

REGISTERED NUMBER: 04237882 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 March 2023

for

Optitune Limited

Page

Company Information

1

Report of the Directors

2

Chartered Certified Accountants' Report

3

Income Statement

4

Balance Sheet

5

Statement of Changes in Equity

7

Notes to the Financial Statements

8

DIRECTORS:

A Karkkainen

M Suonenlahti

M K Wong

REGISTERED OFFICE:

5th Floor Halo

Counterslip

Bristol

BS1 6AJ

REGISTERED NUMBER:

04237882 (England and Wales)

ACCOUNTANTS:

Astons Accountants

Chartered Certified Accountants

19-21 Manor Road

Caddington

Bedfordshire

LU1 4EE

The directors present their report with the financial statements of the company for the year ended 31 March 2023.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of developing Nano-engineered optical coatings that can be applied under atmospheric conditions using low cost equipment. These coatings are based on metal oxide, siloxane, and organo-siloxane polymers using cross linked polymer chemistries that have been developed over the past 10 years by the company.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

A Karkkainen

M Suonenlahti

M K Wong

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A Karkkainen - Director

14 September 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Optitune Limited for the year ended 31 March 2023 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://www.accaglobal.com/rulebook.

This report is made solely to the Board of Directors of Optitune Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Optitune Limited and state those matters that we have agreed to state to the Board of Directors of Optitune Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/factsheet163. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Optitune Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Optitune Limited. You consider that Optitune Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Optitune Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Astons Accountants

Chartered Certified Accountants

19-21 Manor Road

Caddington

Bedfordshire

LU1 4EE

19 September 2023

TURNOVER

-

-

Cost of sales

(87,089

)

-

GROSS PROFIT

87,089

-

Administrative expenses

(270,011

)

78,978

OPERATING PROFIT/(LOSS)

4

357,100

(78,978

)

Interest payable and similar expenses

15,032

7,870

PROFIT/(LOSS) BEFORE TAXATION

342,068

(86,848

)

Tax on profit/(loss)

5

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

342,068

(86,848

)

FIXED ASSETS

Investments

6

9,392,491

9,392,491

CURRENT ASSETS

Debtors

7

3,267

3,056

Cash at bank and in hand

16,574

34,773

19,841

37,829

CREDITORS

Amounts falling due within one year

8

377,333

778,897

NET CURRENT LIABILITIES

(357,492

)

(741,068

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,034,999

8,651,423

CAPITAL AND RESERVES

Called up share capital

9

4,938,545

4,897,037

Share premium

26,381,339

26,381,339

Warrant and Equity Reserve

2,118,246

2,118,246

Retained earnings

(24,403,131

)

(24,745,199

)

SHAREHOLDERS' FUNDS

9,034,999

8,651,423

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 14 September 2023 and were signed on its behalf by:

A Karkkainen - Director

M Suonenlahti - Director

Warrant

Called up

and

share

Retained

Share

Equity

Total

capital

earnings

premium

Reserve

equity

€

€

€

€

€

Balance at 1 April 2021

4,897,037

(24,658,351

)

26,381,339

2,118,246

8,738,271

Changes in equity

Total comprehensive income

-

(86,848

)

-

-

(86,848

)

Balance at 31 March 2022

4,897,037

(24,745,199

)

26,381,339

2,118,246

8,651,423

Changes in equity

Issue of share capital

41,508

-

-

-

41,508

Total comprehensive income

-

342,068

-

-

342,068

Balance at 31 March 2023

4,938,545

(24,403,131

)

26,381,339

2,118,246

9,034,999

1.	STATUTORY INFORMATION

Optitune Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Euro (€).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The exchange rate used at 31 March 2022 was £1 to €1.182.

The following principal accounting policies have been applied:

Preparation of consolidated financial statements

The financial statements contain information about Optitune Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

Financial instruments are measured at the fair value through profit or loss comprise cash at bank. The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors, and creditors, loans from bank and other third parties, loans to related parties and investments in ordinary shares.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currency translation

The Directors consider the Company's functional currency to be UK Sterling, and the Group's functional currency to be Euro. While the majority of the Company's capital is raised in Sterling, the Group operations are carried out predominantly in Finland and reported in Euros.

Assets and liabilities are translated into Euros at the rates of exchange ruling at the accounting date.

Going concern

The Company is part of a larger structure and it is believed that there will be sufficient resources available to enable the Company to operate as a going concern.

On this basis, the Directors believe that the Company has adequate business and financial resources to continue to trade for more than 12 months after the financial statements are authorised, and meet its liabilities and obligations as they fall due. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Convertable loan

The proceeds received from issue of convertible loan notes are allocated to their liability and equity components and presented separately in the balance sheet, within creditors falling due after more than one year and the equity reserve respectively. The amount initially attributable to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert into equity. The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited to an equity reserve and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate. The liability element is subsequently measured at amortised east using the effective interest rate method.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty or notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

4.	OPERATING PROFIT/(LOSS)

The operating profit (2022 - operating loss) is stated after charging:

31.3.23

31.3.22

€

€

Foreign exchange differences

42,923

1,215

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2023 nor for the year ended 31 March 2022.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

€

COST

At 1 April 2022

and 31 March 2023

9,392,491

NET BOOK VALUE

At 31 March 2023

9,392,491

At 31 March 2022

9,392,491

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Optitune Oy

Registered office: Kaitovayla 1 F3, Oulu, Finland

Nature of business: Developing optical coatings.

%

Class of shares:

holding

Ordinary

74.34

31.3.23

31.3.22

€

€

Aggregate capital and reserves

(6,425,802

)

(3,881,680

)

Loss for the year

(2,473,160

)

(1,875,735

)

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.23

31.3.22

€

€

Prepayments

3,267

3,056

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.23

31.3.22

€

€

Amounts owed to group undertakings

242,759

188,865

Social security and other taxes

126,814

496,796

Other creditors

-

87,090

Accruals and deferred income

7,760

6,146

377,333

778,897

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.23

31.3.22

value:

€

€

4,897,037

Ordinary

0.01

4,938,545

4,897,037

In the prior year, the year ended 31 March 2021, Optitune Limited issued 130,500 shares for £0.10 per share. 20,478,653 shares were also issued in relation to the Convertible Loans notes which have all now been converted.

10.	RELATED PARTY DISCLOSURES

During the year ended 31 March 2022, Optitune Oy paid fees £120,904 (2021: £60,091) on behalf of Optitune Limited.

As at the year ended 31 March 2022 Optitune Limited owed £180,995 (2021: £60,091) to Optitune Oy .

The Company has taken advantage of the exemption available under section 33.1A of FRS102 not to disclose its related party transactions with its wholly owned subsidiaries.