REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
SOLIVUS LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
SOLIVUS LIMITED |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Balance Sheet | 5 |
Notes to the Financial Statements | 6 |
SOLIVUS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Riverside House |
40-46 High Street |
Maidstone |
Kent |
ME14 1JH |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
The directors present their report with the financial statements of the company for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
Solivus is a team of Engineers, Designers, Inventors, Installers and Financial Experts all with one goal - to help decarbonise the built environment. |
To achieve this Solivus have created three product lines: Lightweight solar roof systems for commercial buildings, lightweight solar roof systems for the construction sector and the Solivus Arc for residential use. Solivus hold a family of patents for the application and/or optimisation of lightweight solar solutions. |
Lightweight solar roof systems - Commercial buildings |
40% of large buildings in the UK are unable to take the weight of traditional solar panels or have a requirement that installing solar panels does not jeopardise the waterproof integrity of their roofs. |
By using the latest lightweight solar panel technologies, Solivus' systems are up to 70% lighter than traditional panel systems and can be installed using specially developed techniques that avoid the need for roof penetration; making them safer, quicker and easier to install causing as little disruption to business as possible. |
The Solivus offering is a complete solution; from initial site surveys, engineering systems design, DNO planning, installation, finance and ongoing maintenance, delivered in a respectful and professional manner which makes it as straightforward for clients as possible. |
REVIEW OF BUSINESS |
Review of the business revenue KPI's, with a year end on 31 March; |
KPI's | FY 25 | FY 24 | FY 23 | FY 22 |
Revenue | Forecast £6.0m | £1.6m | £0.4m | £0.2m |
During the year, four solar installation agreements were signed. These included a 1.7MWp installation at Farnborough Airport, a 133kWp installation at Balfour Beatty and two further commercial buildings. |
The installation at Farnborough Airport is noteworthy as it took place at a live operating airport. This is a specialist space which Solivus already had experience of after pioneering the first lightweight hangar installations at Cotswold Airport. Airports continue to be a key market for Solivus as our lightweight panels overcome glint and glare issues associated with traditional glass panels as well as being suitable for large buildings such as aircraft hangars. Solivus are liaising with additional airports regarding installations. |
Lightweight solar roof systems - Construction sector |
Welfare facilities and offices at construction sites are usually powered via a diesel generator. These can be expensive to run, noisy and are a key source of CO2. Construction cabins are usually not suitable for traditional solar as the roofs typically do not have the structural strength to take the additional weight of traditional solar panels. |
The 133 kWp Balfour Beatty installation follows a pilot project with the same company in FY 23. The latest installation is on construction cabins at a large Government infrastructure project, incorporating lightweight solar panels with a battery and hydrogen fuel cell technology. This has removed the requirement for a diesel generator with associated savings in costs and CO2. |
The Solivus Arc |
During the year, further refinement of the Solivus Arc has taken place, with the project moving into the second Beta test phase. We have confirmed the exact shape of the Arc overcoming previous challenges. We have made plans with a collaboration to distribute in the USA. |
We expect production of the Arc to commence in FY 25 with initial deliveries those who have pre-ordered in the UK followed by distribution overseas. |
The Solivus Arc patent has now been granted in the UK, Europe, USA, Canada, UAE, Australia & China and is working its way around other international patent offices. |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
Finance |
The first two trading years for Solivus was all about R&D and learning how to apply lightweight solar for various applications. Now that these costs are fully determined and initial installations have over 12 months data, Solivus are in a position to support clients with finance options through our selected partners. |
Looking ahead |
In February 2024, Solivus announced that after a long competitive process it had been awarded the procurement contract with bp to be bp's Engineering, Procurement, Construction and Installer of rooftop Solar PV Systems. This contract is for a period of three years with an option to extend for a further two years. Since the award, Solivus has been working with bp to identify opportunities and is in discussions with a number of stakeholders. We expect the first revenue from bp related contracts to be achieved in FY 26. We are quoting for bp assets as well as those of their global client base. |
We have been building on our heritage of delivering at stadiums, airport and large buildings and the pipeline of opportunities entering FY 25 and beyond is strong with a value of £245 million. The pipeline includes large projects for some of the largest UK and global companies e.g one of the UKs leading supermarkets with hundreds of buildings suitable for Solivus solutions. |
It is particularly encouraging that included in the pipeline are second phases for clients to add to previously installed solar systems. The complexity and high value of solar installations results in a long period of time from initial enquiry to signed installation agreement, but by working closely with our customers and offering innovative solutions in the form of design, engineering and financing we are proud to have a high success rate from when a customer instructs a feasibility study to installation. |
During the financial year, a further £1.5m of equity has been raised which has been used for continued development in intellectual property across the rooftop and Arc businesses as well as supporting the growth of the team. |
The Directors are very grateful for the ongoing support of the Company's investors, suppliers, other stakeholders. |
Finally, the Directors would like to thank their colleagues for their hard work and dedication over the last twelve months. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
Other changes in directors holding office are as follows: |
GOING CONCERN |
Accounting standards require the directors to consider the appropriateness of going concern basis when preparing the financial statements. The directors consider that going concern basis is appropriate on the basis of the amount of cash available, the company's liabilities along with forecast expectations, current orders, future funding plans (see note 16) and current trading as set out in the review of the business below. The directors therefore believe that the company has sufficient resources to continue in operational existence for the foreseeable future. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS' RESPONSIBILITIES STATEMENT - continued |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
BALANCE SHEET |
31 MARCH 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
CURRENT ASSETS |
Stocks |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Share premium |
Shares to be issued |
Share option reserve |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
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. |
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 |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
Solivus Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
Accounting standards require the directors to consider the appropriateness of going concern basis when preparing the financial statements. The directors consider that going concern basis is appropriate on the basis of the amount of cash available, the company's liabilities along with forecast expectations, current orders, future funding plans (see note 16) and current trading as set out in the review of the business below. The directors therefore believe that the company has sufficient resources to continue in operational existence for the foreseeable future. |
Turnover |
Installation and design fees are recognised at fair value at agreed milestones with the final payment being on installation of the solar system. |
Revenue from service and maintenance is recognised over the period service is provided. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Research costs are expensed as incurred. |
Tangible fixed assets |
Long leasehold | - |
Plant and machinery | - |
Office equipment | - |
Computer equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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. |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
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. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. |
Creditors |
Short term creditors are measured at the transaction price. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with no significant risk of change in value. |
Financial instruments |
The company only enters into basic financial instrument transactions that result in the recognition of the financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
Financial reporting standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
- the requirements of Section 7 Statement of Cash Flows; |
- the requirements of Section 3 Financial Statement Presentation paragraph 3.17 (d); |
- the requirements of Section 11 Financial Instruments paragraphs 11.39 to 11.48A; |
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.29; |
- the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; |
- the requirements of Section 33 Related Party Disclosures paragraph 33.7. |
Government grants |
Government grants relate to interest and arrangement fees paid by the Government in relation to the company's CBILs loan and are recognised in other income. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
4. | INTANGIBLE FIXED ASSETS |
Development |
costs |
£ |
COST |
At 1 April 2023 |
Additions |
At 31 March 2024 |
AMORTISATION |
At 1 April 2023 |
Amortisation for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
5. | TANGIBLE FIXED ASSETS |
Long | Plant and | Office | Computer |
leasehold | machinery | equipment | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 April 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
6. | DEBTORS |
2024 | 2023 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
Amounts falling due after more than one year: |
Other debtors |
Aggregate amounts |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Bank loans and overdrafts |
Trade creditors |
Taxation and social security |
Other creditors |
8. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2024 | 2023 |
£ | £ |
Within one year |
Between one and five years |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £0.0001 | 563 | 1,059 |
Ordinary B | £0.0001 | 560 | - |
1,123 | 1,059 |
511,344 Ordinary shares of £0.0001 each were allotted as fully paid at a premium of £2.86 per share during the year. |
130,000 Ordinary shares of £0.0001 each were issued at par during the year. |
5,600,000 Ordinary shares were re-designated as B shares during the year. |
Share particulars |
The Ordinary shares have full voting rights, dividends and capital rights; not redeemable or liable to redemption. |
The Ordinary B shares have attached to them full voting, dividend and capital distribution rights and are not redeemable. The Ordinary B shares also have attached to them enhanced voting rights where the company's shareholders vote on a written resolution or where a vote at a general meeting of the company's shareholders is held by way of a poll vote. |
10. | PENSION COMMITMENTS |
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £50,650 (2023: £77,770). At the balance sheet date, there were £8,866 contributions (2023: £6,505) owed to the fund. |
SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
11. | RELATED PARTY DISCLOSURES |
Directors |
The company maintains an interest free loan accounts, which is repayable on demand, with the Directors of the entity. At the year end, the company owes £460 (2023: £nil) to the Directors for expenses paid on behalf of the company. |
Trivandi Limited |
Trivandi Limited is a company in which James Bulley is a director. James Bulley served as a director of Solivus Limited, but resigned as director on 19 February 2024. During the year, Trivandi Limited provided services to the company totalling £40,581 (2023: £44,845). An amount of £6,277 (2023: £32,845) was owed to Trivandi Limited and included within trade creditors at the balance sheet date. |
JB London Ltd |
JB London Ltd is a company in which James Bulley is a director. James Bulley served as a director of Solivus Limited, but resigned as director on 19 February 2024. During the year, JB London Ltd provided services to the company totalling £13,557 (2023: £24,050). An amount of £5,550 (2023: £7,400) was owed to JB London Ltd and included within trade creditors at the balance sheet date. |
12. | POST BALANCE SHEET EVENTS |
A Crowdcube funding round took place towards the end of the financial year March 2024 and £305k was raised. This amount, less any charges, has been included on the balance sheet as equity as shares to be issued and will be moved to share capital and share premium once the relevant documents have been filed with HMRC. |
13. | ULTIMATE CONTROLLING PARTY |
The controlling party is J M Parker-Swift. |
14. | SHARE BASED PAYMENT TRANSACTIONS |
During the year, no share options were granted (2023: nil). 18,012 (2023: 82,012) of these options vested, and 130,000 (2023: 500,000) options were exercised, leaving 54,286 options remaining. The only vesting condition being that the holder is an employee during the vesting period. The options outstanding had an exercise price of £0.0001 per share. The estimated fair values of the options outstanding as at 31 March 2024 was £2.10 per option. The fair value of the options issued during the prior period have been determined using a Black-Scholes-Merton pricing model with the assumption of a 20% leaver rate giving a total valuation after the leaver provision of £91,196 after the options exercised above (2023: £309,586). |