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REGISTERED NUMBER: 06679670 (England and Wales)












Unaudited Financial Statements

for the Year Ended 31 December 2023

for

Coull Limited

Coull Limited (Registered number: 06679670)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Coull Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: T W Fraser
P I Fraser
M R M Hall





REGISTERED OFFICE: 77 Stokes Croft
Bristol
BS1 3RD





REGISTERED NUMBER: 06679670 (England and Wales)





ACCOUNTANTS: Wormald & Partners
Chartered Accountants (ICAEW)
Redland House
157 Redland Road
Redland
Bristol
BS6 6YE

Coull Limited (Registered number: 06679670)

Balance Sheet
31 December 2023

2023 2022
Notes £    £   
CURRENT ASSETS
Debtors 5 71,754 98,706
Cash at bank 48,159 139,691
119,913 238,397
CREDITORS
Amounts falling due within one year 6 247,790 163,460
NET CURRENT (LIABILITIES)/ASSETS (127,877 ) 74,937
TOTAL ASSETS LESS CURRENT
LIABILITIES

(127,877

)

74,937

CAPITAL AND RESERVES
Called up share capital 8 4,528,184 4,528,184
Share premium 9 10,599,468 10,599,468
Equity reserves 9 53,450 49,233
Retained earnings 9 (15,308,979 ) (15,101,948 )
SHAREHOLDERS' FUNDS (127,877 ) 74,937

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 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 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 Board of Directors and authorised for issue on 4 April 2024 and were signed on its behalf by:





T W Fraser - Director


Coull Limited (Registered number: 06679670)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Coull 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.

Irrespective of this risk, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the next 12 months based on the expected continued support from the majority shareholder and director, Paul Fraser.

As such, having regard to the matters above, and after making reasonable enquiries, the directors have a reasonable expectation that the Company will have access to adequate resources to continue operations and to meet its liabilities, as and when they fall due for the next 12 months. For that reason, they continue to adopt the going concern basis in the preparation of the accounts.

Turnover
Turnover is recognised when the significant risks and rewards of products and services have been passed to the buyer and can be measured reliably.

Turnover represents net invoiced sales of services, excluding value added tax.

Tangible fixed assets
Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment.

Depreciation is provided, at the following annual rates in order to write off each asset to its residual value over its estimated useful life:-

Straight line basis
Fittings, fixtures, furniture and equipment - Over 3 years
Software purchase and development - Over 3 years

Rates of depreciation are reviewed regularly in the light of experience.

Assets under course of construction are not depreciated until the asset is fully completed and has ‘gone live’ in the business.

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.

Coull Limited (Registered number: 06679670)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Lease commitments
Rentals paid under operating leases are charged to the Income Statement on a straight line basis over the lease term. Assets used by the Company that have been funded through finance leases or hire purchase agreements are capitalised and the resulting lease obligations are included in creditors, net of finance charges. Interest costs on finance leases or hire purchase agreements are charged to the Profit and Loss Account to represent a constant rate on the carrying amount of the liability.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Capital instruments
Ordinary shares are an equity instrument and are included in shareholders’ funds. Other capital instruments are classified as liabilities if they have a contractual obligation to transfer economic benefits in a future period. The finance cost recognised in the Income Statement in respect of capital instruments that are classified as liabilities is allocated to periods over the term of the instrument at a constant rate on the carrying amount.

Share-based payments
The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non- market based vesting conditions.

The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2022 - 6 ) .

4. TANGIBLE FIXED ASSETS
Fixtures,
fittings
& equipment
£   
COST
At 1 January 2023
and 31 December 2023 164,691
DEPRECIATION
At 1 January 2023
and 31 December 2023 164,691
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 -

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors - 9,600
Other debtors 8,507 6,712
Tax 60,664 81,893
VAT 1,164 -
Prepayments 1,419 501
71,754 98,706

Coull Limited (Registered number: 06679670)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 156,946 145,186
Social security and other taxes 6,159 6,815
VAT - 796
Other creditors 4,181 4,633
Directors' loan accounts 60,000 -
Accrued expenses 20,504 6,030
247,790 163,460

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 22,800 22,800

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
452,818,365 Ordinary Shares .01 4,528,184 4,528,184

9. RESERVES
Retained Share Equity
earnings premium reserves Totals
£    £    £    £   

At 1 January 2023 (15,101,948 ) 10,599,468 49,233 (4,453,247 )
Deficit for the year (207,031 ) (207,031 )
Movement in share options - - 4,217 4,217
At 31 December 2023 (15,308,979 ) 10,599,468 53,450 (4,656,061 )

Share Options have been granted under the company's Enterprise Management Incentive (EMI) to enable certain employees to acquire ordinary shares of the company in the future.The scheme was set up during the year ended 31 December 2013. The expected vesting period is now 10 years from the date of issue.

At the year end, 30,200,000 ordinary share options remain at an expected total value at the end of the vesting period of £302,000.

The exercise period for 2,000 ordinary share options issued during the year ended 31 December 2013, at an exercise price of £8.95, has now lapsed. The exercise period for 200,000 ordinary share options issued during the year ended 31 December 2017, at an exercise price of £0.01 is expected to commence on 31 December 2027. The exercise period for 9,000,000 ordinary share options issued during the year ended 31 December 2021, at an exercise price of £0.01 is expected to commence on 30 June 2031. The exercise period for 21,000,000 ordinary share options issued during the year ended 31 December 2022, at an exercise price of £0.01 is expected to commence on 31 July 2032.

Warrant Options were granted to shareholders, based on the share issues and allotments in October 2019, August 2020 and April 2021. The Warrant Options, have no determined exercise date.

Coull Limited (Registered number: 06679670)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

10. RELATED PARTY DISCLOSURES

Coull Americas Group LLC
On the 3 April 2012 the Company acquired 100% of the ordinary share capital of Coull Americas Group, LLC, its only subsidiary and a company based and incorporated in USA. The total consideration when the subsidiary was acquired was £1,294,495 ($2,000,000).

During the year ended 31 December 2015, the Company Directors believed that the subsidiary was no longer a cash-generating unit, as its carrying amount exceeded its recoverable amount. Hence, an impairment for the full historical carrying amount of £1,294,495 was accounted for during the year ended 31 December 2015 and the subsidiary is now considered dormant.

11. ULTIMATE CONTROLLING PARTY

The Company's controlling party is Mr P I Fraser by virtue of his shareholding in the company.