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REGISTERED NUMBER: 09092423 (England and Wales)













DELIO LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024






DELIO LTD (REGISTERED NUMBER: 09092423)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 8

Other Comprehensive Income 9

Statement of Financial Position 10

Statement of Changes in Equity 11

Statement of Cash Flows 12

Notes to the Statement of Cash Flows 13

Notes to the Financial Statements 15


DELIO LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2024







DIRECTORS: Mr G R Lewis
Mr E P G Keelan



REGISTERED OFFICE: 29 Windsor Place
Cardiff
CF10 3BZ



REGISTERED NUMBER: 09092423 (England and Wales)



SENIOR STATUTORY AUDITOR: Steven Davies BSc FCA



AUDITORS: Carston ETL
Tudor House
16 Cathedral Road
Cardiff
CF11 9LJ

DELIO LTD (REGISTERED NUMBER: 09092423)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024


The directors present their strategic report for the year ended 31 March 2024.

REVIEW OF BUSINESS
Delio's suite of products and propositions deliver an end-to-end private markets operating system that is trusted by the world's leading financial institutions. Our solutions simplify the complexities of private markets and reduce inertia by delivering a seamless and compliant experience to investors, sponsors and other private market participants, allowing our clients to focus on raising capital or enhancing their array of investment offerings to their investors. We achieve this through white labelled technology and enterprise-grade deal structuring solutions. From deal distribution, transaction management, portfolio reporting and regulatory governance through to multi-jurisdictional structuring and administration options, Delio's capabilities are used by financial institutions globally, enabling them to deliver a robust, yet seamless, private markets proposition to their end-clients.

Financially, the year-ending 31 March 2024 represented a period of growth and investment with revenue of £3.4m, being a 10% increase on the prior year (FY23: £3.1m) and, notwithstanding the continued investment in our platform and propositions, our loss before tax of £2.2m, was a marked reduction from the prior year (FY23: £4.4m), given the business has achieved substantial cost synergies and efficiencies. The cost reductions took place during the second half of the year and the full benefit of these reductions will become evident in the current financial year. We continue to be supported by our existing investors, Octopus Ventures and Maven Capital Partners, who invested further during the period.

The business is well placed to continue to execute its strategy and the relevance of alternative investments is increasingly prevalent. We continue to secure notable new client engagements and our solution suite is mature in terms of features, integration capabilities and structuring solutions.

PRINCIPAL RISKS AND UNCERTAINTIES
Whilst we have seen an improvement in sentiment in capital raising and the promotion of alternative investments, we still witness political and economic instability, which we anticipate will continue for some time. Given the diversity of our proposition, both in terms of solutions and markets, we are well placed to weather these challenges and continue to build on the appetite for private market investments and the expectation that these are delivered in a timely and seamless digital manner.

FUTURE DEVELOPMENTS
Delio has a clear and well-defined product and proposition roadmap. The Company will continue to iterate and deliver cutting-edge functionality, features and solutions that will fulfil the needs of our clients, whilst continuing to make us attractive to prospects.

We will fully deploy Delio Connect this year, which will aid the fulfilment of our ambition to be the operating solution that underpins the private markets industry.

ON BEHALF OF THE BOARD:





Mr G R Lewis - Director


26 September 2024

DELIO LTD (REGISTERED NUMBER: 09092423)

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
The principal activity of the company in the year under review was that of the development and provision of an end-to-end digital private markets infrastructure, offering white-labelled technology and investment structuring capabilities to financial institutions.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

Mr G R Lewis
Mr E P G Keelan

Other changes in directors holding office are as follows:

Mrs S A Jones-Evans - resigned 10 November 2023
Mr R M Redwood - resigned 8 April 2023

Mr J Darlington ceased to be a director after 31 March 2024 but prior to the date of this report.

GOING CONCERN
The financial statements are prepared on a going concern basis as the directors are satisfied that the Company has the ability to continue in business for the foreseeable future. In making this assessment the directors have considered future projections of operating performance and detailed cash flow forecasts. In addition, the directors have reviewed the risks and uncertainties to which the business is exposed, and they believe the Company is well placed to address these challenges. Since the reporting date, the Company has received £1,050,000 of equity investment from existing shareholders and based on the Company's latest financial forecasts the Company does not anticipate the need for further injections of capital as it expects to achieve a positive monthly EBITDA and become cash generative during the next financial year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, 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.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

DELIO LTD (REGISTERED NUMBER: 09092423)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024


AUDITORS
The auditors, Carston ETL, will be proposed for re-appointment in a forthcoming Board Meeting.

ON BEHALF OF THE BOARD:





Mr G R Lewis - Director


26 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DELIO LTD


Opinion
We have audited the financial statements of Delio Ltd (the 'company') for the year ended 31 March 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
_
In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DELIO LTD


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management and directors we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.
Other laws and regulations where non-compliance may have a material effect on the company's operations include those associated with the company's FCA registration and regulatory requirements.

Our audit procedures included:

- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;
- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;
- examining supporting documents for all material balances, transactions and disclosures;
- enquiry of management, about litigations and claims and inspection of relevant correspondence;
- analytical procedures to identify any unusual or unexpected relationships;
- specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the carrying value of accruals, provisions, investments, recoverability of trade debtors and revenue recognition;
- considering management override of controls outside of the normal operating cycles including testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business;

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DELIO LTD


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Steven Davies BSc FCA (Senior Statutory Auditor)
for and on behalf of Carston ETL
Tudor House
16 Cathedral Road
Cardiff
CF11 9LJ

26 September 2024

DELIO LTD (REGISTERED NUMBER: 09092423)

INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
as restated
Notes £ £

TURNOVER 3,415,027 3,093,596

Cost of sales (2,243,327 ) (1,755,057 )
GROSS PROFIT 1,171,700 1,338,539

Administrative expenses (3,649,766 ) (5,731,160 )
(2,478,066 ) (4,392,621 )

Other operating income 474,155 -
OPERATING LOSS 4 (2,003,911 ) (4,392,621 )

Interest receivable and similar income 146 26
(2,003,765 ) (4,392,595 )

Interest payable and similar expenses 6 (153,992 ) (30,279 )
LOSS BEFORE TAXATION (2,157,757 ) (4,422,874 )

Tax on loss 7 283,182 (748,262 )
LOSS FOR THE FINANCIAL YEAR (1,874,575 ) (5,171,136 )

DELIO LTD (REGISTERED NUMBER: 09092423)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
as restated
Notes £ £

LOSS FOR THE YEAR (1,874,575 ) (5,171,136 )


OTHER COMPREHENSIVE INCOME
Share option reserve (807,923 ) 1,090,772
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR THE YEAR,
NET OF INCOME TAX

(807,923

)

1,090,772
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (2,682,498 ) (4,080,364 )

DELIO LTD (REGISTERED NUMBER: 09092423)

STATEMENT OF FINANCIAL POSITION
31 MARCH 2024

2024 2023
as restated
Notes £ £ £ £
FIXED ASSETS
Intangible assets 9 9,886,391 8,395,302
Tangible assets 10 44,074 70,523
Investments 11 15,378 135,378
9,945,843 8,601,203

CURRENT ASSETS
Debtors 12 731,274 3,130,408
Cash at bank 86,350 114,330
817,624 3,244,738
CREDITORS
Amounts falling due within one year 13 2,244,615 2,215,175
NET CURRENT (LIABILITIES)/ASSETS (1,426,991 ) 1,029,563
TOTAL ASSETS LESS CURRENT LIABILITIES 8,518,852 9,630,766

CREDITORS
Amounts falling due after more than one year 14 (215,055 ) (371,984 )

PROVISIONS FOR LIABILITIES 18 (1,879,461 ) (1,751,980 )
NET ASSETS 6,424,336 7,506,802

CAPITAL AND RESERVES
Called up share capital 19 29,481 25,397
Share premium 20 15,661,180 14,065,232
Other reserves 20 498,799 1,306,722
Retained earnings 20 (9,765,124 ) (7,890,549 )
SHAREHOLDERS' FUNDS 6,424,336 7,506,802

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2024 and were signed on its behalf by:





Mr G R Lewis - Director


DELIO LTD (REGISTERED NUMBER: 09092423)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£ £ £ £ £
Balance at 1 April 2022 20,844 (2,719,413 ) 9,071,219 215,950 6,588,600

Changes in equity
Increase in share capital 4,553 - - - 4,553
Total comprehensive income - (5,171,136 ) - 1,090,772 (4,080,364 )
Premium on share issue - - 4,994,013 - 4,994,013
Balance at 31 March 2023 25,397 (7,890,549 ) 14,065,232 1,306,722 7,506,802

Changes in equity
Increase in share capital 4,084 - - - 4,084
Total comprehensive income - (1,874,575 ) - (807,923 ) (2,682,498 )
Premium on share issue - - 1,595,948 - 1,595,948
Balance at 31 March 2024 29,481 (9,765,124 ) 15,661,180 498,799 6,424,336

DELIO LTD (REGISTERED NUMBER: 09092423)

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
as restated
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (1,996,331 ) (1,575,705 )
Interest paid (96,131 ) (27,948 )
Interest element of finance lease payments paid (2,547 ) (2,331 )
Tax paid - 622,898
Net cash from operating activities (2,095,009 ) (983,086 )

Cash flows from investing activities
Purchase of intangible fixed assets (2,737,751 ) (3,584,624 )
Purchase of tangible fixed assets (4,753 ) (69,707 )
Sale of tangible fixed assets 500 -
Sale of fixed asset investments 594,155 -
Movement in amts owed by/to group - (180,000 )
Interest received 146 26
Net cash from investing activities (2,147,703 ) (3,834,305 )

Cash flows from financing activities
New loans in year 665,379 -
Loan repayments in year (181,864 ) (154,223 )
New finance leases in year - 41,399
Capital repayments in year (18,816 ) (30,978 )
Amount introduced by directors - 15,150
Amount withdrawn by directors - (55,983 )
Share issue 6,562 2,075
Share premium 3,593,471 2,996,586
Share issue advance 150,000 -
Net cash from financing activities 4,214,732 2,814,026

Decrease in cash and cash equivalents (27,980 ) (2,003,365 )
Cash and cash equivalents at beginning of year 2 114,330 2,117,695

Cash and cash equivalents at end of year 2 86,350 114,330

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
as restated
£ £
Loss before taxation (2,157,757 ) (4,422,874 )
Depreciation charges 1,280,488 944,034
Profit on disposal of fixed assets (474,655 ) -
Share Option Issue (807,923 ) 1,090,772
Accrued interest (55,314 ) -
Movement in amts owed by/to group 359,999 -
Reclassification of director loan (195,667 ) -
Finance costs 153,992 30,279
Finance income (146 ) (26 )
(1,896,983 ) (2,357,815 )
Decrease in trade and other debtors 39,131 128,723
(Decrease)/increase in trade and other creditors (138,479 ) 653,387
Cash generated from operations (1,996,331 ) (1,575,705 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2024
31/3/24 1/4/23
£ £
Cash and cash equivalents 86,350 114,330
Year ended 31 March 2023
31/3/23 1/4/22
as restated
£ £
Cash and cash equivalents 114,330 2,117,695


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/4/23 Cash flow At 31/3/24
£ £ £
Net cash
Cash at bank 114,330 (27,980 ) 86,350
114,330 (27,980 ) 86,350
Debt
Finance leases (30,172 ) 18,812 (11,360 )
Debts falling due within 1 year (151,090 ) (665,379 ) (816,469 )
Debts falling due after 1 year (362,242 ) 151,265 (210,977 )
(543,504 ) (495,302 ) (1,038,806 )
Total (429,174 ) (523,282 ) (952,456 )

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024


4. MAJOR NON-CASH TRANSACTIONS

During the year a loan from Gareth David Newman totalling £195,667 was reclassified from director's loan to other creditors.

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024


1. STATUTORY INFORMATION

Delio Ltd 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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.

Development costs are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Equipment - Straight line over 3 years

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


2. ACCOUNTING POLICIES - continued

Research and development
Research expenditure is written off in the period in which it is incurred.

Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:

- It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- There is the intention to complete the intangible asset and use or sell it;
- There is the ability to use or sell the intangible asset;
- The use or sale of the intangible asset will generate probable future economic benefits;
- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
- The expenditure attributable to the intangible asset during its development can be measured reliably.

Expenditure that does not meet the above criteria is expensed as incurred.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Assets held under hire purchase and finance lease agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account on a straight-line basis.

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.

Fixed asset investments
Where fixed asset investments can be reliably valued there are measured at fair value.

If the fixed asset investment cannot be reliably valued it is measured at cost less impairment.

3. EMPLOYEES AND DIRECTORS
2024 2023
as restated
£ £
Wages and salaries 1,742,562 2,535,575
Other pension costs 101,975 55,625
1,844,537 2,591,200

The average number of employees during the year was as follows:
2024 2023
as restated

55 79

2024 2023
as restated
£ £
Directors' remuneration 115,333 285,553

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


4. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024 2023
as restated
£ £
Hire of plant and machinery 8,490 7,056
Depreciation - owned assets 12,747 10,172
Depreciation - assets on finance leases 18,455 19,716
Profit on disposal of fixed assets (474,655 ) -
Development costs amortisation 1,246,662 914,146
Auditors' remuneration 11,750 10,000
Foreign exchange differences 13,345 13,816

5. EXCEPTIONAL ITEMS
2024 2023
as restated
£ £
Staff Share Options 807,923 (1,064,017 )

The exceptional item relates to the restructing of existing grant and issue of new share options to staff in the year.

Existing share options granted to directors were cancelled in the year and new options issued in July 2023. These transactions resulted in no increase or decrease in the value of the options. (2023: £26,755).

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
as restated
£ £
Bank loan interest 9,991 14,964
Other interest 40,681 200
Non-bank loan interest 101,173 12,784
Leasing 2,147 2,331
153,992 30,279

7. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2024 2023
as restated
£ £
Current tax:
UK corporation tax (410,663 ) (447,297 )

Deferred tax 127,481 1,195,559
Tax on loss (283,182 ) 748,262

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£ £ £
Share option reserve (807,923 ) - (807,923 )


DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


7. TAXATION - continued
2023
Gross Tax Net
£ £ £
Share Option Reserve 1,090,772 - 1,090,772

8. PRIOR YEAR ADJUSTMENT

The profit and loss for the financial year ended 31st March 2023 included a research and development tax credit claim of £887,140.
Following an enquiry by HMRC, the amount to be paid to the company was reduced by £439,843.
The comparative figures for the tax credit receivable within the statement of income and the amount payable within creditors falling due within one year have been updated to reflect the amended amount.

9. INTANGIBLE FIXED ASSETS
Development
costs
£
COST
At 1 April 2023 10,796,897
Additions 2,737,751
At 31 March 2024 13,534,648
AMORTISATION
At 1 April 2023 2,401,595
Amortisation for year 1,246,662
At 31 March 2024 3,648,257
NET BOOK VALUE
At 31 March 2024 9,886,391
At 31 March 2023 8,395,302

10. TANGIBLE FIXED ASSETS
Equipment
£
COST
At 1 April 2023 263,613
Additions 4,753
Disposals (1,117 )
At 31 March 2024 267,249
DEPRECIATION
At 1 April 2023 193,090
Charge for year 31,202
Eliminated on disposal (1,117 )
At 31 March 2024 223,175
NET BOOK VALUE
At 31 March 2024 44,074
At 31 March 2023 70,523

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


10. TANGIBLE FIXED ASSETS - continued

Fixed assets, included in the above, which are held under finance leases are as follows:
Equipment
£
COST
At 1 April 2023 83,108
Transfer to ownership (29,145 )
At 31 March 2024 53,963
DEPRECIATION
At 1 April 2023 41,318
Charge for year 18,455
Transfer to ownership (29,145 )
At 31 March 2024 30,628
NET BOOK VALUE
At 31 March 2024 23,335
At 31 March 2023 41,790

11. FIXED ASSET INVESTMENTS

2024 2023
as restated
£ £
Shares in group undertakings 15,378 15,378
Other investments not loans - 120,000
15,378 135,378

Additional information is as follows:
Shares in
group
undertakings
£
COST
At 1 April 2023
and 31 March 2024 15,378
NET BOOK VALUE
At 31 March 2024 15,378
At 31 March 2023 15,378

Investments (neither listed nor unlisted) were as follows:
2024 2023
as restated
£ £
Other investments bfwd 120,000 120,000
Other investments disposal (120,000 ) -
- 120,000

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


12. DEBTORS
2024 2023
as restated
£ £
Amounts falling due within one year:
Trade debtors 517,557 492,921
Other debtors 33,399 24,543
VAT 10,319 7,775
Called up share capital not paid - 2,000,004
Prepayments and accrued income 169,999 245,166
731,274 2,770,409

Amounts falling due after more than one year:
Amounts owed by group undertakings - 359,999

Aggregate amounts 731,274 3,130,408

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
as restated
£ £
Bank loans and overdrafts (see note 15) 776,469 111,090
Other loans (see note 15) 40,000 40,000
Finance leases (see note 16) 7,292 20,440
Trade creditors 425,480 526,196
Tax (857,959 ) (447,297 )
PAYE and NIC taxes 337,013 518,070
Pensions 10,871 64,772
Other creditors 394,476 263,454
Credit cards 2,703 17,129
Accruals and deferred income 1,108,270 1,101,321
2,244,615 2,215,175

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
as restated
£ £
Bank loans (see note 15) 134,310 245,575
Other loans (see note 15) 76,667 116,667
Finance leases (see note 16) 4,068 9,732
Amounts owed to group undertakings 10 10
215,055 371,984

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


15. LOANS

An analysis of the maturity of loans is given below:

2024 2023
as restated
£ £
Amounts falling due within one year or on demand:
Bank loans 111,090 111,090
R & D Loan 665,379 -
Welsh government grant 40,000 40,000
816,469 151,090

Amounts falling due between one and two years:
Bank loans - due after 1 year 111,090 111,090
Other loans - 1-2 years 40,000 40,000
151,090 151,090

Amounts falling due between two and five years:
Bank loans - 2-5 years 23,220 134,485
Other loans - 2-5 years 36,667 76,667
59,887 211,152

16. LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases
2024 2023
as restated
£ £
Net obligations repayable:
Within one year 7,292 20,440
Between one and five years 4,068 9,732
11,360 30,172

17. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
as restated
£ £
Commercial loan 116,667 156,667
Finance lease 11,361 30,173
128,028 186,840

The commercial loan has a fixed and floating charge which is secured on all the property or undertaking of the company.

The loans in respect of finance lease agreements are secured against the assets to which they relate.

DELIO LTD (REGISTERED NUMBER: 09092423)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


18. PROVISIONS FOR LIABILITIES
2024 2023
as restated
£ £
Deferred tax
Accelerated capital allowances 1,879,461 1,751,980

Deferred tax
£
Balance at 1 April 2023 1,751,980
Provided during year 127,481
Balance at 31 March 2024 1,879,461

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: as restated
£ £
2,948,116 Ordinary £0.01 29,481 25,397

408,385 Ordinary shares of £0.01 each were allotted as fully paid at a premium of £3.90 per share during the year.

20. RESERVES
Retained Share Other
earnings premium reserves Totals
£ £ £ £

At 1 April 2023 (7,890,549 ) 14,065,232 1,306,722 7,481,405
Deficit for the year (1,874,575 ) (1,874,575 )
Share Option Reserve - - (807,923 ) (807,923 )
Premium on share issue - 1,595,948 - 1,595,948
At 31 March 2024 (9,765,124 ) 15,661,180 498,799 6,394,855

21. GOING CONCERN

The financial statements are prepared on a going concern basis as the directors are satisfied that the Company has the ability to continue in business for the foreseeable future.

In making this assessment, the directors have considered future projections of operating performance and detailed cash flow forecasts. In addition, the directors have reviewed the risks and uncertainties to which the business is exposed, and they believe the Company is well placed to address these challenges. During the year, the Company incurred a loss of £1,874,575 and as of the reporting date the Company's total accumulated losses were £9,765,124.

As at 31st March 2024, the Company had secured total equity investments of £16,189,460 and had net assets of £6,424,336. Since the reporting date, the Company has received £1,050,000 of additional equity investment from existing shareholders and based on the Company's latest financial forecasts it does not anticipate the need for further injections of capital as it expects to achieve a positive monthly EBITDA and become cash generative during the next financial year.