Company registration number 03918227 (England and Wales)
CSOLS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024
PAGES FOR FILING WITH REGISTRAR
CSOLS LIMITED
COMPANY INFORMATION
Directors
Dr P J Goddard
K C Jones
S R Goddard
(Appointed 24 April 2023)
Secretaries
A E Goddard
Oakwood Corporate Secretary Limited
Company number
03918227
Registered office
The Heath
Business & Technical Park
Runcorn
Cheshire
United Kingdom
WA7 4QX
Accountants
Azets
Laurel House
173 Chorley New Road
Bolton
United Kingdom
BL1 4QZ
CSOLS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
CSOLS LIMITED
BALANCE SHEET
AS AT
28 FEBRUARY 2024
28 February 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
5
1,447,829
1,149,531
Tangible assets
6
20,353
17,303
Investments
7
85,092
92
1,553,274
1,166,926
Current assets
Debtors
9
2,363,418
2,394,376
Cash at bank and in hand
73,023
2,363,418
2,467,399
Creditors: amounts falling due within one year
10
(1,223,716)
(1,240,124)
Net current assets
1,139,702
1,227,275
Total assets less current liabilities
2,692,976
2,394,201
Creditors: amounts falling due after more than one year
11
(353,951)
(320,364)
Net assets
2,339,025
2,073,837
Capital and reserves
Called up share capital
12
180,355
144,284
Share premium account
1,392,228
1,392,228
Other reserves
48,929
Profit and loss reserves
717,513
537,325
Total equity
2,339,025
2,073,837
CSOLS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
28 FEBRUARY 2024
28 February 2024
- 2 -
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 28 February 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 November 2024 and are signed on its behalf by:
Dr P J Goddard
Director
Company Registration No. 03918227
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024
- 3 -
1
Accounting policies
Company information
CSols Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Heath, Runcorn, Cheshire, United Kingdom, WA7 4QX.
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.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The directors have assessed the company's performance, projected income and expenditure and financial position since the balance sheet date and considered its ability to meet its liabilities as they fall due for a period of at least 12 months from the date of these accounts. In making their assessment the directors have considered the impact of the COVID-19 pandemic. true
The directors are confident in the recovery of trading balances due from and other amounts advanced to related parties. The company has secured medium term funding from small business lenders and the directors are confident in the company's ability to service external debt and to meet capital repayment terms and related conditions. The company is reliant upon the continued support of its funders, including the majority shareholder and director, and the directors have no reason to believe such support will not be forthcoming.
Accordingly, the accounts are prepared on the going concern basis as the directors believe the necessary finance will continue to be made available in the foreseeable future to enable the company to meet its liabilities as they fall due.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover from support agreements is released over the period of the contract to ensure income is recognised in the profit and loss account in the period in which services are provided. Any amounts invoiced, but for which contract services have not yet been provided, are recognised as deferred income. Any amounts not yet invoiced, but for which contract services have been provided, are recognised as accrued income.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Such expenditure is capitalised and amortised over the asset's useful economic life, deemed to be 3 years, commencing in the year following its initial capitalisation.
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
1
Accounting policies
(Continued)
- 4 -
1.5
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.
Patents & licences
10 years straight line
Development costs
3 years straight line
1.6
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
2 years straight line
Computer equipment
3 years 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.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8
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).
1.9
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
1
Accounting policies
(Continued)
- 5 -
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.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.12
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.
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
1
Accounting policies
(Continued)
- 6 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
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.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
16
16
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
- 7 -
4
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
6,040
Deferred tax
Origination and reversal of timing differences
673
3,298
Total tax charge
6,713
3,298
5
Intangible fixed assets
Patents & licences
Development costs
Total
£
£
£
Cost
At 1 March 2023
200,156
2,712,461
2,912,617
Additions
137,394
441,958
579,352
At 28 February 2024
337,550
3,154,419
3,491,969
Amortisation and impairment
At 1 March 2023
32,751
1,730,335
1,763,086
Amortisation charged for the year
16,934
264,120
281,054
At 28 February 2024
49,685
1,994,455
2,044,140
Carrying amount
At 28 February 2024
287,865
1,159,964
1,447,829
At 28 February 2023
167,405
982,126
1,149,531
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
- 8 -
6
Tangible fixed assets
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 1 March 2023
3,547
169,770
173,317
Additions
7,081
7,081
At 28 February 2024
3,547
176,851
180,398
Depreciation and impairment
At 1 March 2023
3,547
152,467
156,014
Depreciation charged in the year
4,031
4,031
At 28 February 2024
3,547
156,498
160,045
Carrying amount
At 28 February 2024
20,353
20,353
At 28 February 2023
17,303
17,303
7
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
85,092
92
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 March 2023
92
Additions
85,000
At 28 February 2024
85,092
Carrying amount
At 28 February 2024
85,092
At 28 February 2023
92
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
- 9 -
8
Subsidiaries
Details of the company's subsidiaries at 28 February 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
CSols Labs Limited
England and Wales
Ordinary
92.00
Labmotive Limited
England and Wales
Ordinary
100.00
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,262,774
1,334,417
Corporation tax recoverable
106,430
Other debtors
851,526
675,858
Prepayments and accrued income
9,172
37,052
2,123,472
2,153,757
Deferred tax asset
239,946
240,619
2,363,418
2,394,376
10
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
115,162
102,961
Trade creditors
278,757
343,550
Taxation and social security
216,191
236,836
Other creditors
232,511
185,054
Accruals and deferred income
381,095
371,723
1,223,716
1,240,124
Bank loans and overdrafts due within one year totalling £49,184 (2023: £73,719) secured by a fixed and floating charge over the assets of the company.
Bank loans and overdrafts due within one year totalling £39,181 (2023: £13,400) secured by way of personal guarantee provided by director Dr P J Goddard.
Included within other creditors due with one year are amounts totalling £5,481 (2023: £nil) owing to director S R Goddard.
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
- 10 -
11
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
353,951
320,364
Bank loans and overdrafts due after more than one year totalling £262,910 (2023: £287,062) secured by a fixed and floating charge over the assets of the company.
Bank loans and overdrafts due after more than one year totalling £12,442 (2023: £5,569) are secured by way of personal guarantee provided by director Dr P J Goddard.
12
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p per share of 10p each
1,803,022
1,442,418
180,302
144,242
Ordinary shares of 0.001p each
5,253,215
4,202,572
53
42
7,056,237
5,644,990
180,355
144,284
The company undertook a share for share exchange with Labmotive Limited in which an additional 1,411,247 ordinary shares were allotted in CSols Limited in exchange for 100% share capital in Labmotive Limited.
13
Financial commitments, guarantees and contingent liabilities
On 1 May 2017, the company offered security on a loan provided by the Isle of Man Department of Economic Development to XLabs Limited, a company incorporated in the Isle of Man. The original loan was for £130,000 and security has been provided on this amount and all other amounts which may thereafter become owing from XLabs Limited to the Isle of Man Department of Economic Development.
14
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
CSOLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024
14
Related party transactions
(Continued)
- 11 -
During the year, purchases and sales were made with Dendrite Labs Limited, a related party due to common shareholders. Purchases amounted to £92,574 (2023: £90,540) and sales amounted to £34,209 (2023: £16,291). At the balance sheet date a net amount of £165,498 (2023: £124,613) was due from Dendrite Labs Limited.
During the year, purchases and sales were made with Labmotive Limited, a 100% owned subsidiary. Purchases amounted to £199,581 (2023: £195,016) and sales amounted to £70,327 (2023: £99,512). At the balance sheet date a net amount of £21,390 (2023: £536) was due to (2023: from) Labmotive Limited.
During the year, sales were made to and purchases were made from XLabs Limited, a company incorporated in the Isle of Man which is a related party due to common shareholders. Sales amounted to £nil (2023: £117,557) and purchases amounted to £156,045 (2023: £233,830). At the balance sheet date a net amount of £431,993 (2023: £540,388) was due from XLabs Limited.
During the year, sales and purchases were made with CSols Labs Limited, a 92% owned subsidiary. Sales amounted to £93,585 (2023: £187,397) and purchases amounted to £111,262 (2023: £188,004). At the balance sheet date a net amount of £193,281 (2023: £230,257) was due from CSols Labs Limited.
Amounts totalling £51,623 (2023: £18,969) are secured by way of personal guarantee provided by director Dr P J Goddard.
15
Directors' transactions
Advances or credits have been granted by the company to its directors as follows:
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Advances Made
-
-
4,662
4,662
-
4,662
4,662
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