Graphene Security Limited - Accounts to registrar (filleted) - small 18.2
Graphene Security Limited - Accounts to registrar (filleted) - small 18.2
REGISTERED NUMBER: |
GRAPHENE SECURITY LIMITED |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
Page |
Company Information | 1 |
Statement of Financial Position | 2 |
Notes to the Financial Statements | 3 |
GRAPHENE SECURITY LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
The Exchange |
5 Bank Street |
Bury |
BL9 0DN |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2019 |
2019 | 2018 |
(Unaudited) |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Property, plant and equipment | 5 |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
1. | STATUTORY INFORMATION |
Graphene Security Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 09624854 and registered office address is The Exchange, 5 Bank Street, Bury, Lancashire, BL9 0DN. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Post year end saw the outbreak of Covid-19 which has become a global pandemic. The directors have considered the impact of the pandemic on the company and recognise that the future cannot be predicted with any certainty. To date, however, the company has remained operational with policies in place to ensure all site workers are working safely and in accordance with government guidelines. Should demand for the company's services fall, the directors would introduce appropriate cost control measures and would look to obtain government backed funding support as necessary. |
Graphene Security China (BJT) is a subsidiary of Graphene Security Limited (GSL) and is funded by Nanjing Economic Technological Development Zone (NETZ) under the same agreement between Nanjing Graphene Research Institute Corporation (NGRI) and NETZ. As part of the agreement NETZ was to provide grant funding to BJT to further the development of Graphene antenna. During 2019 the agreed funding from NETZ to NGRI and BJT stopped and therefore BJT cannot get any investment nor loan from NGRI. BJT are seeking legal advice on how to close operation in Nanjing without further consideration in respect of GSL's unpaid investment in BJT. This process is currently under negotiation. In the worst case scenario this would result GSL give up its ownership of BJT in exchange for no further liability. If this is the case the investment held by GSL would need to be written down. At the current time it is unclear on how the situation will be resolved. The investment value and related unpaid consideration totals £22,931,139. GSL has been contacted by several interested parties for new cooperation with international patents, mass production technology and customer base. |
The Directors consider that they will obtain a favourable outcome in giving up shares and in exchange for no further liability in BJT and as such they continue to prepare the accounts using the going concern basis. |
Preparation of consolidated financial statements |
The financial statements contain information about Graphene Security Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, BGT Materials Limited, whose registered office is: The Exchange, 5 Bank Street, Bury, BL9 0DN. |
Development costs |
The company only capitalises development expenditure in the statement of financial position when it satisfies the general recognition criteria of FRS 102. |
Amortisation is provided on a straight line basis over a period of five years in order to write off the asset over its estimated useful life, commencing when the asset has been brought into use. |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
2. | ACCOUNTING POLICIES - continued |
Property, plant and equipment |
Plant and machinery etc | - |
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each statement of financial position date. The effects of any revision are recognised in the income statement when the change arises. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Taxation |
Taxation for the period 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 statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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. |
Research and development |
Research and development expenditure is charged to the income statement in the period incurred unless it meets the recognition criteria under FRS102 section 18 for deferring to future periods. When the recognition criteria have been met any development expenditure is deferred to the extent that it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity. |
Foreign currencies |
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the income statement. |
Basic financial liabilities are initially measured at transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled. |
Critical accounting estimates and judgements |
In the application of the company's accounting policies, the directors are required to make estimates and judgements. The estimates are based on historical experience and other relevant factors. Actual results may differ from these estimates. |
The estimates are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimate is revised. |
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below. |
Estimating the useful economic life of an asset and the anticipated residual value are considered the key judgement in calculating an appropriate depreciation charge. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
At 1 November 2018 |
and 31 December 2019 |
AMORTISATION |
At 1 November 2018 |
Charge for period |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
At 31 October 2018 |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
5. | PROPERTY, PLANT AND EQUIPMENT |
Plant and |
machinery |
etc |
£ |
COST |
At 1 November 2018 |
Disposals | ( |
) |
At 31 December 2019 |
DEPRECIATION |
At 1 November 2018 |
Charge for period |
Eliminated on disposal | ( |
) |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
At 31 October 2018 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertaking |
£ |
COST |
At 1 November 2018 |
and 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
At 31 October 2018 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2019 | 2018 |
(Unaudited) |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
GRAPHENE SECURITY LIMITED (REGISTERED NUMBER: 09624854) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 NOVEMBER 2018 TO 31 DECEMBER 2019 |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2019 | 2018 |
(Unaudited) |
£ | £ |
Trade creditors |
Taxation and social security |
Other creditors |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2019 | 2018 |
(Unaudited) |
£ | £ |
Other creditors |
10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
Emphasis of matter - Going concern |
We draw your attention to Note 10 which indicates that the halt of funding from Nanjing Economic Technological Development Zone (NETZ) has had an adverse effect on the group's operations and cash flow. As stated in Note 10, these events or conditions, along with other matters as set forth in Note 10 indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
for and on behalf of |
11. | POST BALANCE SHEET EVENTS |
Graphene Security China (BJT) is a subsidiary of Graphene Security Limited (GSL) and is funded by Nanjing Economic Technological Development Zone (NETZ) under the same agreement between Nanjing Graphene Research Institute Corporation (NGRI) and NETZ. As part of the agreement NETZ was to provide grant funding to BJT to further the development of Graphene antenna. During 2019 the agreed funding from NETZ to NGRI and BJT stopped and therefore BJT cannot get any investment nor loan from NGRI. BJT are seeking legal advice on how to close operation in Nanjing without further consideration in respect of GSL's unpaid investment in BJT. This process is currently under negotiation. In the worst case scenario this would result GSL give up its ownership of BJT in exchange for no further liability. If this is the case the investment held by GSL would need to be written down. At the current time it is unclear on how the situation will be resolved. The investment value and related unpaid consideration totals £22,931,139. GSL has been contacted by several interested parties for new cooperation with international patents, mass production technology and customer base. |
12. | ULTIMATE PARENT COMPANY AND CONTROLLING PARTY |
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is BGT Materials Limited. Copies of the BGT Materials Limited consolidated financial statements can be obtained from the registered office at The Exchange, 5 Bank Street, Bury, BL9 0DN. |
Graphene Security Limited is controlled by its director Dr C Lai, who is a director and shareholder of the ultimate parent company BGT Materials Limited. |