Company Registration No. 10081015 (England and Wales)
SPOTLESS WATER LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
PAGES FOR FILING WITH REGISTRAR
SPOTLESS WATER LTD
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 10
SPOTLESS WATER LTD
STATEMENT OF FINANCIAL POSITION
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Non-current assets
Intangible assets
3
841,625
673,000
Property, plant and equipment
4
4,621,372
2,928,016
5,462,997
3,601,016
Current assets
Inventories
23,488
27,354
Trade and other receivables - deferred tax
8
-
81,469
Trade and other receivables - other
5
435,073
185,328
Cash and cash equivalents
363,486
2,590,332
822,047
2,884,483
Current liabilities
6
(1,326,645)
(1,079,252)
Net current assets (liabilities).
(504,598)
1,805,231
Total assets less current liabilities
4,958,399
5,406,247
Non-current liabilities
7
(4,257,004)
(3,841,237)
Provisions for liabilities
8
(542,745)
Net assets
158,650
1,565,010
Equity
Called up share capital
544
544
Share premium account
2,449,656
2,449,656
Retained earnings
(2,291,550)
(885,190)
Total equity
158,650
1,565,010
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved by the board of directors and authorised for issue on 5 August 2024 and are signed on its behalf by:
Mr T Morris
Director
Company Registration No. 10081015
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
- 2 -
1
Accounting policies
Company information
Spotless Water Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 31/33 Commercial Road, Poole, Dorset, BH14 0HU.
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.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. These resources include a significant equity investment received on 14 June 2024, further details of which are included in note 10. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue is recognised when water is dispensed from stations in return for consideration received or receivable. Revenue is presented net of VAT, other sales related taxes and discounts.
1.4
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.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 3 -
1.6
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.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Website and branding costs
5 years straight line
Intellectual property - externally generated
10 years straight line
Software
10 years straight line
Intellectual property - internally generated
10 years straight line
1.7
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Costs include an allocation of staff time in constructing and installing water filling stations. Assets that are under construction are not depreciated.
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:
Leasehold land and buildings
10 year straight line
Filling stations
8 year straight line with 50% residual balance
Fixtures and fittings
25% reducing balance
Motor vehicles
5 year straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.8
Impairment of non-current 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).
1.9
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 4 -
1.10
Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors, other creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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 income statement 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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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 the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 5 -
1.14
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.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
38
25
3
Intangible fixed assets
Goodwill
Website and branding costs
Intellectual property - externally generated
Software
Intellectual property - internally generated
Total
£
£
£
£
£
£
Cost
At 1 August 2022
3,600
100,326
3,600
105,694
664,597
877,817
Additions - internally developed
275,611
275,611
Additions - separately acquired
6,688
-
6,688
At 31 July 2023
3,600
107,014
3,600
105,694
940,208
1,160,116
Amortisation and impairment
At 1 August 2022
1,650
33,898
1,650
63,615
104,004
204,817
Amortisation charged for the year
360
20,997
360
10,569
81,388
113,674
At 31 July 2023
2,010
54,895
2,010
74,184
185,392
318,491
Carrying amount
At 31 July 2023
1,590
52,119
1,590
31,510
754,816
841,625
At 31 July 2022
1,950
66,428
1,950
42,079
560,593
673,000
Intangible assets with a carrying amount of £841,625 (2022 - £673,000) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 6 -
4
Property, plant and equipment
Leasehold land and buildings
Assets under construction
Filling stations
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 August 2022
11,093
3,217,910
49,003
117,957
3,395,963
Additions
80,379
218,903
1,640,249
74,068
300
2,013,899
Transfers
(11,093)
11,093
At 31 July 2023
80,379
218,903
4,869,252
123,071
118,257
5,409,862
Depreciation and impairment
At 1 August 2022
408,695
25,722
33,530
467,947
Depreciation charged in the year
5,977
276,936
14,389
23,241
320,543
At 31 July 2023
5,977
685,631
40,111
56,771
788,490
Carrying amount
At 31 July 2023
74,402
218,903
4,183,621
82,960
61,486
4,621,372
At 31 July 2022
11,093
2,809,215
23,281
84,427
2,928,016
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2023
2022
£
£
Filling stations
32,068
42,111
Fixtures and fittings
41,572
Motor vehicles
54,153
75,116
127,793
117,227
Tangible fixed assets with a carrying amount of £4,621,372 (2022 - £2,928,016) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.
5
Trade and other receivables
2023
2022
as restated
Amounts falling due within one year:
£
£
Corporation tax recoverable
110,863
133,639
Other receivables
229,148
13,534
Prepayments and accrued income
95,062
38,155
435,073
185,328
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
5
Trade and other receivables
(Continued)
- 7 -
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 8)
81,469
Total debtors
435,073
266,797
Debtors with a carrying amount of £435,073 (2022 - £266,797) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.
6
Current liabilities
2023
2022
as restated
£
£
Obligations under finance leases
38,581
27,723
Trade payables
528,830
499,221
Taxation and social security
176,545
155,108
Other payables
20,352
82,441
Accruals and deferred income
562,337
314,759
1,326,645
1,079,252
Included in other creditors is an unsecured loan for £nil (2022: £16,130) which has no fixed term for repayment and interest is payable at a rate of 12% per annum.
Amounts due for obligations under finance leases are secured over the assets concerned.
7
Non-current liabilities
2023
2022
Notes
£
£
Obligations under finance leases
94,547
85,826
Other payables
4,162,457
3,755,411
4,257,004
3,841,237
Included in other creditors is an secured loan by way of fixed and floating charge over the assets of the company for £4,162,457 (2022: £3,755,411) which is due for repayment in full by 12 July 2027 and interest is payable at a rate of 10% per annum.
Amounts due for obligations under finance leases are secured over the assets concerned.
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 8 -
8
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Assets
Assets
2023
2023
2022
Balances:
£
£
£
Accelerated capital allowances
1,279,763
-
(655,549)
Tax losses
(737,018)
-
737,018
542,745
-
81,469
2023
Movements in the year:
£
Asset at 1 August 2022
(81,469)
Charge to profit or loss
624,214
Liability at 31 July 2023
542,745
There is no expiry date on timing differences.
9
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, with £182,875 of payments falling due within the next 12 months:
2023
2022
£
£
1,872,292
1,872,292
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 9 -
10
Events after the reporting date
The company successfully completed a new funding round on 14 June 2024 which led to the issue of 88,375 Preferred Ordinary shares of £0.001 each for £3,851,383.
11
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Loan
-
-
3,312
3,312
-
3,312
3,312
The loan above is interest free and repayable on demand.
12
Prior period adjustment
The prior year figures have been restated for errors identified on the balance sheet and profit and loss reserves relating to revenue recognition, reclassification of trade debtors to cash in transit, and reclassification of stock to assets under construction.
Reconciliation of changes in equity
1 May
31 July
2021
2022
Notes
£
£
Adjustments to prior year
Recognition of revenue
1
(127,862)
(121,376)
Reclassification of trade debtors to cash in transit
2
-
-
Reclassification of stock to assets under construction
3
-
-
Equity as previously reported
1,448,638
1,686,386
Equity as adjusted
1,320,776
1,565,010
Analysis of the effect upon equity
Retained earnings
(127,862)
(121,376)
Reconciliation of changes in profit for the previous financial period
2022
Notes
£
Adjustments to prior year
Recognition of revenue
1
6,486
Reclassification of trade debtors to cash in transit
2
-
Reclassification of stock to assets under construction
3
-
Profit as previously reported
237,748
Profit as adjusted
244,234
SPOTLESS WATER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
12
Prior period adjustment
(Continued)
- 10 -
Notes to reconciliation
1 Recognition of revenue
The directors have reviewed the position regarding recognition of revenue from cash income and marketing credits and have recorded a prior year adjustment to recognise amounts received from customers but unspent at year end within accruals and deferred income. Amounts due to customers in respect of marketing credits have been recorded within other creditors. These amounts were previously recognised within revenue. The company is in a repayable corporation tax position and so the impact of this on corporation tax is considered immaterial.
2 Reclassification of trade debtors to cash in transit
Following a review of the nature of cash receipts for income, it was considered that monies held by collection agents was cash in transit rather than monies due on account as trade receivables. This amounted to £69,074.
3 Reclassification of stock to assets under construction
Following a review of the nature of some of the company's stock, it was considered that some were being utilised in assets under construction as at 31 July 2022. This amounted to £11,093.
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditors' report on the financial statements for the year ended 31 July 2023 was unqualified.
The audit report was signed on 5 August 2024 by Charlotte Langdon FCA (Senior Statutory Auditor) on behalf of Menzies LLP
2023-07-312022-08-01false05 August 2024CCH SoftwareCCH Accounts Production 2024.100No description of principal activityThis audit opinion is unqualifiedMr T MorrisMr C ConstantMr M BoxoldMr S Morley-HamMr P SheeneDr P K SoniMr Charles Cannellfalsefalse100810152022-08-012023-07-31100810152023-07-31100810152022-07-3110081015core:Goodwill2023-07-3110081015core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-07-3110081015core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-07-3110081015core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2023-07-3110081015core:Goodwill2022-07-3110081015core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-07-3110081015core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-07-3110081015core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2022-07-3110081015core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-07-3110081015core:ConstructionInProgressAssetsUnderConstruction2023-07-3110081015core:PlantMachinery2023-07-3110081015core:FurnitureFittings2023-07-3110081015core:MotorVehicles2023-07-3110081015core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-07-3110081015core:ConstructionInProgressAssetsUnderConstruction2022-07-3110081015core:PlantMachinery2022-07-3110081015core:FurnitureFittings2022-07-3110081015core:MotorVehicles2022-07-3110081015core:Non-currentFinancialInstruments2023-07-3110081015core:Non-currentFinancialInstruments2022-07-3110081015core:CurrentFinancialInstrumentscore:WithinOneYear2023-07-3110081015core:CurrentFinancialInstrumentscore:WithinOneYear2022-07-3110081015core:Non-currentFinancialInstrumentscore:AfterOneYear2023-07-3110081015core:Non-currentFinancialInstrumentscore:AfterOneYear2022-07-3110081015core:ShareCapital2023-07-3110081015core:ShareCapital2022-07-3110081015core:SharePremium2023-07-3110081015core:SharePremium2022-07-3110081015core:RetainedEarningsAccumulatedLosses2023-07-3110081015core:RetainedEarningsAccumulatedLosses2022-07-3110081015bus:Director12022-08-012023-07-3110081015core:Goodwill2022-08-012023-07-3110081015core:IntangibleAssetsOtherThanGoodwill2022-08-012023-07-3110081015core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass3ComponentIntangibleAssetsOtherThanGoodwill2022-08-012023-07-3110081015core:LandBuildingscore:LongLeaseholdAssets2022-08-012023-07-3110081015core:PlantMachinery2022-08-012023-07-3110081015core:FurnitureFittings2022-08-012023-07-3110081015core:MotorVehicles2022-08-012023-07-31100810152021-05-012022-07-3110081015core:Goodwill2022-07-3110081015core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-07-3110081015core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-07-3110081015core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2022-07-31100810152022-07-3110081015core:Goodwillcore:InternallyGeneratedIntangibleAssets2022-08-012023-07-3110081015core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:InternallyGeneratedIntangibleAssets2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:InternallyGeneratedIntangibleAssets2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwillcore:InternallyGeneratedIntangibleAssets2022-08-012023-07-3110081015core:InternallyGeneratedIntangibleAssets2022-08-012023-07-3110081015core:Goodwillcore:ExternallyAcquiredIntangibleAssets2022-08-012023-07-3110081015core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:ExternallyAcquiredIntangibleAssets2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2022-08-012023-07-3110081015core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2022-08-012023-07-3110081015core:ExternallyAcquiredIntangibleAssets2022-08-012023-07-3110081015core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-07-3110081015core:ConstructionInProgressAssetsUnderConstruction2022-07-3110081015core:PlantMachinery2022-07-3110081015core:FurnitureFittings2022-07-3110081015core:MotorVehicles2022-07-3110081015core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-08-012023-07-3110081015core:ConstructionInProgressAssetsUnderConstruction2022-08-012023-07-3110081015core:CurrentFinancialInstruments2023-07-3110081015core:CurrentFinancialInstruments2022-07-3110081015core:Non-currentFinancialInstruments12023-07-3110081015core:Non-currentFinancialInstruments12022-07-3110081015core:WithinOneYear2023-07-3110081015core:WithinOneYear2022-07-3110081015bus:PrivateLimitedCompanyLtd2022-08-012023-07-3110081015bus:SmallCompaniesRegimeForAccounts2022-08-012023-07-3110081015bus:FRS1022022-08-012023-07-3110081015bus:Audited2022-08-012023-07-3110081015bus:Director22022-08-012023-07-3110081015bus:Director32022-08-012023-07-3110081015bus:Director42022-08-012023-07-3110081015bus:Director52022-08-012023-07-3110081015bus:Director62022-08-012023-07-3110081015bus:Director72022-08-012023-07-3110081015bus:FullAccounts2022-08-012023-07-31xbrli:purexbrli:sharesiso4217:GBP