Company registration number 05044963 (England and Wales)
COMPLEX TO CLEAR GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
COMPLEX TO CLEAR GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 11
COMPLEX TO CLEAR GROUP LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
6
1,335,658
966,115
Tangible assets
7
55,139
77,533
1,390,797
1,043,648
Current assets
Debtors
8
359,341
468,320
Cash at bank and in hand
2,565,787
877,460
2,925,128
1,345,780
Creditors: amounts falling due within one year
9
(3,697,235)
(2,277,445)
Net current liabilities
(772,107)
(931,665)
Total assets less current liabilities
618,690
111,983
Creditors: amounts falling due after more than one year
10
(182,884)
(875,168)
Provisions for liabilities
(94,763)
-
0
Net assets/(liabilities)
341,043
(763,185)
Capital and reserves
Called up share capital
12
689
689
Share premium account
14
1,239,804
1,239,804
Profit and loss reserves
(899,450)
(2,003,678)
Total equity
341,043
(763,185)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
A D Moody
Director
Company registration number 05044963 (England and Wales)
COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information

Complex to Clear Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Second Floor, West Wing, London House, First Avenue, Poynton, Stockport, SK12 1YP.

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

During the period the company achieved a profit after tax of £1,104,228 (2023: £1,562,567 loss). As at 30 June 2024 the company has net current liabilities of £772,107 (2023: £931,665) and net assets of £341,043 (2023: £763,185 net liabilities).

 

During the prior period the directors identified that the company had not been accounting for the reverse charge VAT on services purchased from outside the UK and sought to remedy this position resulting in an additional VAT liability of £1,041,807 as at 30 June 2023. As at 30 June 2024 the liability amounts to £696,607. Repayments of £244,748 have been made since the year end. The repayment profile for the remaining liability is being agreed with HMRC.

 

On reviewing the impact of this VAT liability on the company's regulatory capital, the directors identified that the company has a regulatory capital deficit, resulting in a breach with FCA regulations during the prior period. The directors have since identified remedial action in relation to this breach and received formal approval from the FCA that this will remedy the regulatory capital deficit. Post year end this remedial action has been implemented and formal approval received from the FCA.

 

Notwithstanding the year end net current liabilities, and the matters highlighted above, the directors have reviewed the forecast for the next twelve months and continue to apply the going concern principle.

1.3
Turnover

Turnover is comprised of commission and fees receivable on the sale of insurance policies, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised when the performance obligations have been satisfied, being the date of the policy sale.

1.4
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.

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -

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:

Software
20% straight line
1.5
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:

Fixtures and fittings
25% straight line
Computers
33% 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.

1.6
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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' 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.

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
Basic financial assets

Basic financial assets, which include 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

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.

1.9
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.

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 profit and loss account, 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.

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
1.10
Employee benefits

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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

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.

1.13

Exceptional item

Exceptional items are determined by the company as being classes of transactions and or balances that in isolation are deemed to be sufficiently material as to necessitate separate disclosure so as to provide a reader of the financial statements full understanding of the financial position.

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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful lives of intangible assets

The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments and economic utilisation.

Capitalisation of intangible assets

The capitalisation of intangible fixed assets is assessed by management when products reach the development stage. The judgements made are in determining if the costs meet the criteria for capitalisation under FRS 102.

 

 

 

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
3
Exceptional items
2024
2023
£
£
Expenditure
VAT payable
-
766,002
Restructure costs
359,759
-
359,759
766,002

During the year the company incurred legal and professional costs in relation to the restructure.

 

VAT on certain supplier invoices was not being accounted for correctly in the 2021, 2022 and 2023 accounting periods. As a result a VAT liability along with penalties is due to HMRC.

 

 

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
19
14
5
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(304,183)
Deferred tax
Origination and reversal of timing differences
199,282
(40,707)
Total tax charge/(credit)
199,282
(344,890)
COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
6
Intangible fixed assets
Software
£
Cost
At 1 July 2023
1,078,951
Additions
585,333
At 30 June 2024
1,664,284
Amortisation and impairment
At 1 July 2023
112,836
Amortisation charged for the year
215,790
At 30 June 2024
328,626
Carrying amount
At 30 June 2024
1,335,658
At 30 June 2023
966,115
7
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 July 2023
60,980
34,673
95,653
Additions
-
0
3,819
3,819
At 30 June 2024
60,980
38,492
99,472
Depreciation and impairment
At 1 July 2023
7,661
10,459
18,120
Depreciation charged in the year
15,246
10,967
26,213
At 30 June 2024
22,907
21,426
44,333
Carrying amount
At 30 June 2024
38,073
17,066
55,139
At 30 June 2023
53,319
24,214
77,533
COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
263,332
26,460
Corporation tax recoverable
-
0
304,183
Other debtors
96,009
33,158
359,341
363,801
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset
-
0
104,519
Total debtors
359,341
468,320
9
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
11
6,283
6,126
Other borrowings
11
1,488,941
1,317,798
Trade creditors
237,280
354,511
Taxation and social security
1,321,425
396,723
Other creditors
55,586
125,321
Accruals and deferred income
587,720
76,966
3,697,235
2,277,445

Included within taxation and social security is an amount of £1,038,217 (2023 - £345,200) which relates to a VAT liability.

10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
28,711
34,782
Taxation and social security
-
0
696,607
Other creditors
154,173
143,779
182,884
875,168

Included within taxation and social security is an amount of £Nil (2023 - £696,607) which relates to a VAT liability.

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
11
Loans and overdrafts
2024
2023
£
£
Bank loans
34,994
40,908
Other loans
1,643,114
1,461,577
1,678,108
1,502,485
Payable within one year
1,495,224
1,323,924
Payable after one year
182,884
178,561

The bank loan amounting to £34,994 (2023 - £40,908) relates to a government Bounce Bank Loan which is repayable in September 2029. The loan was interest free in the first 12 months, then attracts interest at 2.5% per annum.

 

The first other loan amounts to £1,488,941 (2023 - £1,317,798) and is repayable in May 2025. The loan attracts interest at 13.5% per annum. The loan is secured by fixed and floating charges over all the property or undertaking of the company.

 

The second other loan amounts to £154,173 (2023 - £143,779) and is repayable in March 2026. The loan attracts interest at 7% per annum.

 

 

 

12
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A1 Ordinary shares of 1p each
19,696
19,696
197
197
A2 Ordinary shares of 1p each
32,487
32,487
325
325
B Ordinary shares of 1p each
7,717
7,717
77
77
C Ordinary shares of 1p each
9,000
9,000
90
90
68,900
68,900
689
689

A1 Ordinary shares have one vote per share and equal rights to dividends. Shares not redeemable or liable to be redeemed.

 

A2 Ordinary shares have one vote per share and equal rights to dividends. Shares not redeemable or liable to be redeemed.

 

B Ordinary shares have one vote per share and equal rights to dividends. Shares not redeemable or liable to be redeemed.

 

C Ordinary shares have one vote per share and equal rights to dividends. Shares not redeemable or liable to be redeemed.

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
13
Share premium

This reserve is used to record the amounts paid over and above the nominal value of shares.

 

Profit and loss account

 

This includes all current and prior period retained earnings.

14
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 auditor's report was unqualified.

Senior Statutory Auditor:
Ryan Wear BSc ACA
Statutory Auditor:
UHY Hacker Young Manchester LLP
Date of audit report:
30 September 2024
15
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:

2024
2023
£
£
330,566
394,770
16
Related party transactions

Included within other loans is a loan from the pension fund of a shareholder of £154,173 (2023 - £143,779). Interest is charged at 7% per annum and is due for repayment in full, inclusive of all interest by 31 March 2026.

17
Directors' transactions

Included within other creditors is a loan from the directors, the loan is an unsecured interest free with no fixed repayment date. At the year end the balance was £385 (2023 - £425).

18
Parent company

On 7 August 2024 the shares in the company were transferred to Complex to Clear Group Holdings 1 Limited, a company incorporated in England and Wales.

 

The controlling party continues to be A D Moody by virtue of his majority shareholding in Complex to Clear Group Holdings 1 Limited.

COMPLEX TO CLEAR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
19
Share options

On the 19 October 2023 the company granted share options under the Enterprise Management Incentive Scheme ("EMI”). Options to acquire ordinary shares under the EMI have been granted up to a maximum of £26,310 (based on the market value of shares placed under option at the date of the grant).

 

The company granted 2,631 share options under the scheme to certain employees of the company. The exercise price of these share options is 1p per share.

 

On the 19 October 2023 the company also granted non-qualifying share options. Options to acquire ordinary shares under the scheme have been granted up to a maximum of £5,870 (based on the market value of shares placed under option at the date of the grant).

 

The company granted 587 share options under the scheme to certain consultants of the company. The exercise price of these share options is 1p per share.

 

No consideration is payable for the grant of an option and options are not transferable or assignable. Cash consideration is paid to the company by the employee at the point that the share options are exercised. The price paid for the shares under option is determined at the time of the grant and is normally equal to the valuation of the share price at the date the option is granted.

 

The options are exercisable on specific qualifying events and were granted in accordance with the terms and conditions as set out in the Company Share Option Scheme Rules.

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