Vapour Cloud Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 08767685 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

FOR

VAPOUR CLOUD LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTOR:

T P Mercer

REGISTERED OFFICE:

Wellington Mills

70 Plover Road

Lindley

Huddersfield

HD3 3HR

REGISTERED NUMBER:

08767685 (England and Wales)

AUDITORS:

Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

FIXED ASSETS

Investments

4

1,300,071

1,300,071

CURRENT ASSETS

Debtors: amounts falling due after more than one year

5

3,374,259

3,374,253

Cash at bank

5,041

5,173

3,379,300

3,379,426

CREDITORS

Amounts falling due within one year

6

1,250

30

NET CURRENT ASSETS

3,378,050

3,379,396

TOTAL ASSETS LESS CURRENT LIABILITIES

4,678,121

4,679,467

CAPITAL AND RESERVES

Called up share capital

7

83,671

83,671

Share premium

8

4,031,237

4,031,237

Merger relief reserve

8

1,279,767

1,279,767

Retained earnings

8

(716,554

)

(715,208

)

SHAREHOLDERS' FUNDS

4,678,121

4,679,467

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

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 26 March 2024 and were signed by:

T P Mercer - Director

1.	STATUTORY INFORMATION

Vapour Cloud 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.

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.

These financial statements have been prepared on the basis that the company continues to be a going concern.

The company has an investment of £1.3 million in its trading subsidiary Vapour Media Limited, along with loan monies owing of £3.4 million, which are currently not being repaid.

Whilst Vapour Media Limited generated turnover in excess of £3 million in 2023 it reported an operating loss and remains reliant upon the continued financial support of this company. Profit and loss and cashflow forecasts have been prepared for 2023/2024 and 2024/2025, which indicate that working capital requirements should be met by existing bank and loan facilities with no additional loan funding required from this company.

On this basis, along with recent trading results and forecasts, the director has a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future and is able to adopt the going concern basis in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Vapour Cloud 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 subsidiary undertakings are recognised at cost less impairment.

Impairment of assets

At each reporting date assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in the profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not to exceed the amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss is recognised immediately in the profit or loss.

Financial instruments

Basic financial instruments that are payable or receivable within one year, typically trade creditors and debtors, are measured initially and subsequently at the undiscounted amount of the cash or other consideration that is expected to be paid or received less impairment losses for bad and doubtful debts.

Financial assets and liabilities payable after one year are initially measured at fair value and are measured subsequently at amortised cost using the effective interest rate method, typically group balances.

Share-based payments are recognised at fair value with the expense charged to the profit or loss account in the relevant expense category.

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 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 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.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Investment

in

subsidiary

undertaking

£

COST

At 1 July 2022

and 30 June 2023

1,300,071

NET BOOK VALUE

At 30 June 2023

1,300,071

At 30 June 2022

1,300,071

5.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023

2022

£

£

Amounts owed by group undertakings

3,374,259

3,374,253

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

-

30

Accrued expenses

1,250

-

1,250

30

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

£

£

5,348,348

Ordinary

1p

53,483

53,483

944

Preferred Ordinary

1p

9

9

3,017,470

Ordinary B

1p

30,176

30,176

290

Ordinary D

1p

3

3

83,671

83,671

8.

RESERVES

Merger

Retained

Share

relief

earnings

premium

reserve

Totals

£

£

£

£

At 1 July 2022

(715,208

)

4,031,237

1,279,767

4,595,796

Deficit for the year

(1,346

)

-

-

(1,346

)

At 30 June 2023

(716,554

)

4,031,237

1,279,767

4,594,450

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

John B S Fairhurst BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fairhurst

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11.	SHARE-BASED PAYMENT TRANSACTIONS

In accordance with the terms and conditions of the Vapour Cloud Limited EMI Share Option Agreement for Management, an option to purchase 360,512 £0.01 Ordinary shares was granted on 30 June 2016 to 4 members of management. The options can be exercised up to and including 30 June 2026 at an exercise price of £0.64. No options have been exercised in the year to 30 June 2023.

In accordance with the terms and conditions of the Vapour Cloud Limited EMI Share Option Agreement for Directors, an option to purchase 1,000 £0.01 A Ordinary shares was granted on 30 June 2016 to 2 directors.

The options can be exercised up to and including 30 June 2026 at an exercise price of £0.01. No options have been exercised in the year to 30 June 2023.

In accordance with the terms and conditions of the Vapour Cloud Limited Warrant Instrument, a warrant to subscribe for 5,000 C Ordinary shares, 90,128 Ordinary shares and 59,308 Ordinary shares of £0.01 each, were granted on 4 April 2017. No warrants were exercised in the year to 30 June 2023.

In accordance with the terms and conditions of the Vapour Cloud Limited EMI Share Option agreement for directors, an option to purchase 500 £0.01 E Ordinary shares and 500 £0.01 F Ordinary shares were granted on 4 April 2017 to 2 directors. The options can be exercised up to and including 4 April 2027 at an exercise price of £0.01. No options have been exercised in the year to 30 June 2023.

Under the provisions of FRS102 Section 1A the fair value of the vested shares is considered to be valued at £nil and accordingly no amounts have been expensed to the profit and loss account in the year to 30 June 2023.