Vapour Cloud Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 08767685 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

FOR

VAPOUR CLOUD LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R E Davies

T P Mercer

J P Sharp

S J Dempsey

D M Best

SECRETARY:

S W Thorn

REGISTERED OFFICE:

The Gateway

Lowfields Way

Lowfields Business Park

Elland

HX5 9DX

REGISTERED NUMBER:

08767685 (England and Wales)

AUDITORS:

Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

FIXED ASSETS

Investments

3

1,300,071

1,300,071

CURRENT ASSETS

Debtors: amounts falling due within one year

4

2,128

10

Debtors: amounts falling due after more than one year

4

2,519,134

1,830,087

Cash at bank

371,828

700,255

2,893,090

2,530,352

CREDITORS

Amounts falling due within one year

5

1,404

248

NET CURRENT ASSETS

2,891,686

2,530,104

TOTAL ASSETS LESS CURRENT LIABILITIES

4,191,757

3,830,175

CAPITAL AND RESERVES

Called up share capital

6

75,311

69,193

Share premium

7

3,534,007

3,148,570

Merger relief reserve

7

1,279,767

1,279,767

Retained earnings

7

(697,328

)

(667,355

)

SHAREHOLDERS' FUNDS

4,191,757

3,830,175

The financial statements have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors on 5 December 2018 and were signed on its behalf by:

J P Sharp - 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 the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" 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 is dependent on the continued support from its existing shareholders, new investors, and loan

providers, to manage the working capital of the company.

After making enquiries and considering current actions and future plans and forecasts, the directors have a

reasonable expectation that the company has adequate resources to continue in operational existence for the

foreseeable future. For these reasons they continue to adopt the going concern basis in preparing the 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.

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 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.

3.	FIXED ASSET INVESTMENTS

Investment

in

subsidiary

undertaking

£

COST

At 1 July 2017

and 30 June 2018

1,300,071

NET BOOK VALUE

At 30 June 2018

1,300,071

At 30 June 2017

1,300,071

4.

DEBTORS

2018

2017

£

£

Amounts falling due within one year:

Other debtors

2,128

10

Amounts falling due after more than one year:

Amounts owed by group undertakings

2,519,134

1,830,087

Aggregate amounts

2,521,262

1,830,097

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade creditors

1,404

-

Accruals and deferred income

-

248

1,404

248

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

5,348,348

Ordinary

1p

53,484

53,484

944

Preferred Ordinary

1p

9

9

2,181,532

Ordinary B

1p

21,815

15,697

290

Ordinary D

1p

3

3

75,311

69,193

The following Ordinary B shares of 1p each were issued during the year for cash:

611,805 shares issued at a premium of £0.63.

7.

RESERVES

Merger

Retained

Share

relief

earnings

premium

reserve

Totals

£

£

£

£

At 1 July 2017

(667,355

)

3,148,570

1,279,767

3,760,982

Deficit for the year

(29,973

)

-

-

(29,973

)

Cash share issue

-

385,437

-

385,437

At 30 June 2018

(697,328

)

3,534,007

1,279,767

4,116,446

8.	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

9.	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.

10.	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 2018.

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 2018.

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 2018.

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 2018.

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 2018.