Company registration number 09364777 (England and Wales)
CO2I LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CO2I LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
CO2I LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
5
5,761,182
4,759,205
Tangible assets
6
77,405
98,881
Investments
7
770
770
5,839,357
4,858,856
Current assets
Debtors
9
202,915
290,020
Cash at bank and in hand
399,415
1,680,237
602,330
1,970,257
Creditors: amounts falling due within one year
10
(1,074,418)
(331,422)
Net current (liabilities)/assets
(472,088)
1,638,835
Total assets less current liabilities
5,367,269
6,497,691
Creditors: amounts falling due after more than one year
11
(2,170,000)
(3,170,000)
Net assets
3,197,269
3,327,691
Capital and reserves
Called up share capital
13
18
17
Share premium account
3,890,919
3,620,586
Other reserves
1
1
Profit and loss reserves
(693,669)
(292,913)
Total equity
3,197,269
3,327,691
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
CO2I LTD
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 19 February 2024 and are signed on its behalf by:
Mr S R H Peters
Director
Company registration number 09364777 (England and Wales)
CO2I LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
16
3,145,136
1
264,685
3,409,838
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(557,598)
(557,598)
Issue of share capital
13
1
475,450
-
-
475,451
Balance at 31 December 2022
17
3,620,586
1
(292,913)
3,327,691
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(400,756)
(400,756)
Issue of share capital
13
1
270,333
-
-
270,334
Balance at 31 December 2023
18
3,890,919
1
(693,669)
3,197,269
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
CO2I Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 42 Churchway, Haddenham, Aylesbury, Buckinghamshire, HP17 8HE.
1.1
Accounting convention
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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.3
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents
10 years straight line
Development Costs
10 years straight line
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
20% straight line
Computer equipment
33.3% straight line
Motor vehicles
20% reducing balance
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
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.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in bank only.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include, corporation tax recoverable, amounts owed by group undertakings, other debtors and, cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, including convertible loans, trade creditors, taxation and social security and, other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.9
Compound instruments
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. This amount is recorded as a liability on an amortised cost basis using the effective interest method 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.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.12
Employee benefits
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 fixed assets.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2
Judgements and key sources of estimation uncertainty
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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
6
7
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(146,222)
(220,901)
5
Intangible fixed assets
Patents
Development Costs
Total
£
£
£
Cost
At 1 January 2023
206,072
4,560,230
4,766,302
Additions
29,986
979,265
1,009,251
Disposals
(1,180)
(1,180)
At 31 December 2023
234,878
5,539,495
5,774,373
Amortisation and impairment
At 1 January 2023
7,097
7,097
Amortisation charged for the year
6,094
6,094
At 31 December 2023
13,191
13,191
Carrying amount
At 31 December 2023
221,687
5,539,495
5,761,182
At 31 December 2022
198,975
4,560,230
4,759,205
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
6
Tangible fixed assets
Tangible fixed assets
£
Cost
At 1 January 2023
150,676
Additions
6,453
At 31 December 2023
157,129
Depreciation and impairment
At 1 January 2023
51,795
Depreciation charged in the year
27,929
At 31 December 2023
79,724
Carrying amount
At 31 December 2023
77,405
At 31 December 2022
98,881
7
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
770
770
8
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Drygro Ltd
P.O. Box 0113744380 - 20117, Naivasha, Kenya
Ordinary
100.00
The company owns 100% (2022 - 100%) share capital in Drygro Ltd, a company incorporated in Kenya.
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
146,222
220,901
Amounts owed by group undertakings
12,017
24,204
Other debtors
44,676
44,915
202,915
290,020
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
10
Creditors: amounts falling due within one year
2023
2022
£
£
Convertible loans
800,000
Trade creditors
33,766
12,929
Taxation and social security
19,964
Other creditors
240,652
298,529
1,074,418
331,422
Included within creditors falling due within 1 year is a balance of £800,000 convertible loan notes, with an annual interest rate of 5% per annum. Interest is payable at the redemption or conversion date of 30 June 2024.
11
Creditors: amounts falling due after more than one year
2023
2022
£
£
Convertible loans
2,170,000
3,170,000
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
12
Share-based payment transactions
During the year, 18,827 share options were exercised, therefore a transfer between reserves of £Nil has been recorded.
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
pence
pence
Outstanding at 1 January 2023
222,368
222,368
0.01
0.01
Granted
20,000
0.01
Forfeited
(24,515)
0.01
Exercised
(18,827)
0.01
Outstanding at 31 December 2023
199,026
222,368
0.01
0.01
Exercisable at 31 December 2023
2,500
0.01
The options outstanding at 31 December 2023 had an exercise price of £0.00001 and a remaining contractual life ranging from 7.83 to 9.5 years.
Inputs were as follows:
2023
2022
Weighted average share price
0.01
0.01
Weighted average exercise price
0.01
0.01
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
1.39
1.05
13
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £0.00001 each
1,725,679
1,668,343
18
17
During the year, the company issued 57,336 £0.00001 Ordinary shares for total consideration of £270,334.
CO2I LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
14
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
8,012
10,465
At the reporting date, the lease had a remaining term of 2 years. This can be cancelled with a 6 month notice period.
15
Related party transactions
During the year, the company was charged a a management fee of £11,898 (2022: £10,067) from it's subsidiary company.
Included within debtors due within one year is a balance of £12,017 (2022: £24,204) due by the subsidiary company.
2023-12-312023-01-01false19 February 2024CCH SoftwareCCH Accounts Production 2023.300No description of principal activityMr T KrugerMr C R G CurtisMr S R H PetersMr J C J SteinMs A WongMs C Sotherfalse093647772023-01-012023-12-31093647772023-12-31093647772022-12-3109364777core:PatentsTrademarksLicencesConcessionsSimilar2023-12-3109364777core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-12-3109364777core:PatentsTrademarksLicencesConcessionsSimilar2022-12-3109364777core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3109364777core:OtherPropertyPlantEquipment2023-12-3109364777core:OtherPropertyPlantEquipment2022-12-3109364777core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3109364777core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3109364777core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3109364777core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3109364777core:CurrentFinancialInstruments2023-12-3109364777core:CurrentFinancialInstruments2022-12-3109364777core:ShareCapital2023-12-3109364777core:ShareCapital2022-12-3109364777core:SharePremium2023-12-3109364777core:SharePremium2022-12-3109364777core:OtherMiscellaneousReserve2023-12-3109364777core:OtherMiscellaneousReserve2022-12-3109364777core:RetainedEarningsAccumulatedLosses2023-12-3109364777core:RetainedEarningsAccumulatedLosses2022-12-3109364777core:ShareCapital2021-12-3109364777core:SharePremium2021-12-3109364777core:OtherMiscellaneousReserve2021-12-3109364777core:RetainedEarningsAccumulatedLosses2021-12-31093647772021-12-3109364777bus:Director32023-01-012023-12-3109364777core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31093647772022-01-012022-12-3109364777core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109364777core:ShareCapital2022-01-012022-12-3109364777core:SharePremium2022-01-012022-12-3109364777core:ShareCapital2023-01-012023-12-3109364777core:SharePremium2023-01-012023-12-3109364777core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3109364777core:PlantMachinery2023-01-012023-12-3109364777core:ComputerEquipment2023-01-012023-12-3109364777core:MotorVehicles2023-01-012023-12-3109364777core:UKTax2023-01-012023-12-3109364777core:UKTax2022-01-012022-12-3109364777core:PatentsTrademarksLicencesConcessionsSimilar2022-12-3109364777core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-31093647772022-12-3109364777core:PatentsTrademarksLicencesConcessionsSimilarcore:InternallyGeneratedIntangibleAssets2023-01-012023-12-3109364777core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:InternallyGeneratedIntangibleAssets2023-01-012023-12-3109364777core:InternallyGeneratedIntangibleAssets2023-01-012023-12-3109364777core:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3109364777core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3109364777core:OtherPropertyPlantEquipment2022-12-3109364777core:OtherPropertyPlantEquipment2023-01-012023-12-310936477712023-01-012023-12-3109364777core:WithinOneYear2023-12-3109364777core:WithinOneYear2022-12-3109364777core:Non-currentFinancialInstruments2023-12-3109364777core:Non-currentFinancialInstruments2022-12-3109364777bus:PrivateLimitedCompanyLtd2023-01-012023-12-3109364777bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3109364777bus:FRS1022023-01-012023-12-3109364777bus:AuditExemptWithAccountantsReport2023-01-012023-12-3109364777bus:Director12023-01-012023-12-3109364777bus:Director22023-01-012023-12-3109364777bus:Director42023-01-012023-12-3109364777bus:Director52023-01-012023-12-3109364777bus:Director62023-01-012023-12-3109364777bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP