REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
FLUSSO LIMITED |
REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
FLUSSO LIMITED |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
FLUSSO LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
5 Technology Park |
Colindeep Lane |
Colindale |
London |
NW9 6BX |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
BALANCE SHEET |
31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
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 and authorised for issue on |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
Flusso Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Significant judgements and estimates |
The critical accounting judgments relate to the stage of completion of the Non-Recurring Engineering projects which are undertaken between the parent and the company. The projects do have milestones and deliverables contained within the agreement which aids in assessing the completion and therefore the revenue recognition apportionment to each accounting period. Where the period end falls between deliverables in one or more projects, the directors and senior management are required to make a judgment as to the stage of completion and this is then used as the method for apportioning income to the relevant periods. |
The company also reviews the policy for depreciation of classes of assets based on historical obsolescence and write offs within each asset class, with any significant difference from the expected useful economic lives being used to adjust the capitalisation and depreciation policies of future assets within that class. |
The company also undertakes various grant funded projects as part of its activities with a UK grant body. Grant income is typically paid quarterly in arrears, with some of these periods not matching with the year end date of the company. An estimate is therefore required for those grants where the completeness of each quarters activities is not easily obtained from the underlying workings, and this estimate is used in the accruing of the grant income that will be received for that quarter after the balance sheet date. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Impairment of assets |
The status of the assets is reviewed at each accounting year end and where items have either been damaged beyond repair or have become obsolete, these are removed from the carrying value at the year end. |
The company does not expect to sell any of the assets it owns, but if an asset is written off before it is fully depreciated, that value is shown separate to the depreciation charge in the accounts as either a profit or loss on disposal of fixed assets. |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Government grants |
THe company undertakes grants subsidised by Innovate UK (IUK). These grants are accounted for by matching the expected income for each reporting period using accruals accounting so that the costs and income are in the same accounting period. The grant income is reported in the accounts in Other Operating Income. |
Financial instruments |
Financial assets, liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Financial assets |
Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. The impairment loss is recognised in profit or loss. |
Financial liabilities |
A financial liability exists where there is a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities under potentially unfavourable conditions. In addition, contracts which result in the entity delivering a variable number of its own equity instruments are financial liabilities. Shares containing such obligations are classified as financial liabilities. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. The carrying amount of the liability is increased by the finance cost and reduced by payments made in respect of that liability. Finance costs are calculated so as to produce a constant rate of charge on the outstanding liability. |
Equity Instruments |
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Dividends and distributions relating to equity instruments are debited directly to reserves. |
Financial assets and liabilities are offset and the net amounts reported in the Balance Sheet when there is an 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. |
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. |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Where applicable the company will seek to claim recovery of a tax credit on the eligible expenditure by utilising the Above The Line Research and Development Expenditure Credit (ATL RDEC). The income for this is treated as income in the Profit & Loss account with the cash recovery being included in other debtors in the Balance Sheet. |
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. |
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. |
Going concern |
At present the company remains an R&D focused entity and therefore relies on either shareholder investment to continue this research or latterly since the acquisition in August 2022 on the non-recurring engineering projects undertaken with Sierchi or by interest bearing working capital loans made available to it by Sierchi. |
Growth shares |
The company operates a share-based payment scheme in the form of growth shares. Growth shares represent a specific equity-based compensation arrangement designed to provide employees and other stakeholders with an opportunity to participate in the growth and future success of the company. |
Growth shares are initially recognised at fair value at grant date, and this is expensed over the vesting period. When the fair value of the growth shares cannot be measured reliably, they are recognised at their nominal value. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
4. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and | Computer |
machinery | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2022 |
Additions |
At 31 December 2022 |
DEPRECIATION |
At 1 January 2022 |
Charge for year |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade debtors |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade creditors |
Taxation and social security |
Other creditors |
7. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2022 | 2021 |
£ | £ |
Within one year |
Between one and five years |
The amount shown within one year above relates to the company's obligations until the break clause date of 19 August 2023. |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
383,982 | Ordinary | 0.01p | 38 | 37 |
(Dec 2021 - 366,787) |
22,166 | Growth Shares | 0.01p | 2 | 2 |
1,308 | Deferred Shares | 0.01p | - | - |
39 | 38 |
On 30/07/2022, 17,195 £0.0001 Ordinary shares were issued for proceeds of £86,288. |
The company has an EMI option scheme which has granted batches of options in both 2019/20 and 2020/21. The total number of EMI options exercised in the year was 17,195 (2021: NIL). The total number of granted and unexercised options as at the period end (whether vested or not) is therefore NIL (2021: 17,195) following a full exercise in 2022, with exercise prices between £3.75 and £7.27 per option held. |
During the year to 31 March 2021, the company created a separate class of shares, designated as Growth Share £0.0001 such that only future growth in excess of the price per share at the investment rounds in March and April 2020 will result in any value accruing to the growth share holders. |
In addition the company also allots Growth Shares. As at the period end 22,166 (2021, 22,166) Growth Shares had been subscribed for and in the opinion of the directors, the fair value of the growth shares cannot be determined reliably due to the company's ongoing growth phase and the uncertain prospects of future profitability and so those allotments are recognised at their nominal value of 0.01p per share. 1,308 of those Growth Shares allotted in the year to March 2021 had been reclassified as Deferred Shares. |
The final holdings in each class are then as per the table above, there having been no changes to the Deferred Share holdings during the current period. |
9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
10. | RELATED PARTY DISCLOSURES |
There were no material related party transactions which were not concluded under normal market conditions. |
11. | DEFERRED TAXATION |
At 31 December 2022, the company has a total unrecognised deferred tax liability of £33,340 and deferred tax asset of £832,721. As the company is loss making and there is uncertainty that the company will generate profits in the near future, no deferred tax has been recognised. |