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REGISTERED NUMBER: 10226707 (England and Wales)
















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

FLUSSO LIMITED

FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


FLUSSO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: D Zhou
F Shi





REGISTERED OFFICE: Unit 1, Cambridge House
Camboro Business Park
Oakington Road, Girton
CAMBRIDGE
Cambridgeshire
CB3 0QH





REGISTERED NUMBER: 10226707 (England and Wales)





AUDITORS: Grunberg & Co Limited
Chartered Accountants & Statutory Auditors
5 Technology Park
Colindeep Lane
Colindale
London
NW9 6BX

FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 338,421 133,359

CURRENT ASSETS
Debtors 5 736,249 437,626
Cash at bank 1,283,105 257,185
2,019,354 694,811
CREDITORS
Amounts falling due within one year 6 2,450,318 508,106
NET CURRENT (LIABILITIES)/ASSETS (430,964 ) 186,705
TOTAL ASSETS LESS CURRENT
LIABILITIES

(92,543

)

320,064

CAPITAL AND RESERVES
Called up share capital 8 47 40
Share premium 10,565,156 5,565,163
Retained earnings (10,657,746 ) (5,245,139 )
SHAREHOLDERS' FUNDS (92,543 ) 320,064

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

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 24 December 2024 and were signed on its behalf by:





D Zhou - Director


FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Flusso Limited 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.

The presentation currency of the financial statements is the Pound Sterling (£).


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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 related parties within the group and the company. The projects do have milestones and deliverables contained within their agreements, 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.

The Growth Shares do require an assessment as to the fair value upon allotment, or being recorded at nominal value if this cannot be determined as described below in these Accounting Policies.

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

The turnover falls into 2 categories and recognition methodologies:

NRE - Non Recurring Engineering - income is recognised over the course of the project, based on the stage of completion.

All other income - is recognised at the point of delivery.

FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - 20% on cost
Plant and machinery - 25% on cost
Fixtures and fittings - 25% on cost
Computer equipment - 33% on cost

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.

Grant income
Grant income is accounted for in such a way that the income is allocated in the period in which the expenditure related to that grant is incurred. This can involve both accruing for as yet unpaid grant amounts at a period end date or deferring the recognition of it if the grant is pre-funded. To the extent that any grant income relates to the acquisition of plant, property and equipment, the grant income related to this would be deferred and released to the relevant periods in which the corresponding assets are depreciated over their useful economic life.

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.


FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued
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.

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
Monetary 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 or by interest bearing working capital loans made available to it by related parties within the group of companies to which it now belongs.

The accounts have been prepared on a going concern basis, since in the opinion of the directors, it is appropriate to assume that the company will receive the continued support of the shareholders for a period in excess of twelve months from the date of approval of these financial statements.

FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

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 30 (2022 - 21 ) .

4. TANGIBLE FIXED ASSETS
Fixtures
Short Plant and and Computer
leasehold machinery fittings equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 - 128,298 25,657 52,695 206,650
Additions 6,667 235,572 4,243 45,141 291,623
Disposals - (221 ) - (2,182 ) (2,403 )
At 31 December 2023 6,667 363,649 29,900 95,654 495,870
DEPRECIATION
At 1 January 2023 - 39,897 7,802 25,592 73,291
Charge for year 1,118 58,143 6,908 19,523 85,692
Eliminated on disposal - (221 ) - (1,313 ) (1,534 )
At 31 December 2023 1,118 97,819 14,710 43,802 157,449
NET BOOK VALUE
At 31 December 2023 5,549 265,830 15,190 51,852 338,421
At 31 December 2022 - 88,401 17,855 27,103 133,359

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 1,433 554
Other debtors 734,816 437,072
736,249 437,626

FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 312,003 157,007
Amounts owed to group undertakings 1,598,382 -
Taxation and social security 69,231 50,779
Other creditors 470,702 300,320
2,450,318 508,106

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 172,663 52,221
Between one and five years 428,265 -
600,928 52,221

An additional lease was entered into during the year covering the ground floor of the existing building which the company occupied. This lease was signed post year end, but related to occupation having commenced in November 2023 and so the values for future commitments on this new lease have been included in the totals above.

8. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 2023 2022
value: £    £   
452,982 Ordinary shares 0.01p 45 38
22,166 Growth shares 0.01p 2 2
1,308 Deferred shares 0.01p - -
47 40

During the year 69,000 Ordinary shares of 0.01p where issued for proceeds of £5,000,000. The premium of £4,999,993 has been credited to the share premium account. The share premium comprises the premium on issue of equity shares, net of any issue costs.

As at the period end, 22,116 (2022: 22,116) Growth Shares had been subscribed for and in the opinion of the directors the value of the growth shares cannot be determined reliably due to the company's ongoing growth phase and the uncertain prospects of future profitability. Therefore, the shares are recognised at their nominal value of 0.01p per share.

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Herman Hang ACCA (Statutory Auditor)
for and on behalf of Grunberg & Co Limited

FLUSSO LIMITED (REGISTERED NUMBER: 10226707)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


10. RELATED PARTY DISCLOSURES

QST Corporation Limited

A company within the group of which Flusso is a member

During the year, the company received bills from this related party totalling £1,500,000 (2022: £NIL) in relation NRE services. The amount unpaid at the year end was £1,500,000 (2022: £NIL).

During the year, the company issued invoices to this related party totalling £501,618 (2022: £1,841,923) in relation to projects and evaluation kits. The amount unpaid at the year end was £1,618 (2022: £NIL).


QST Solutions Limited

A company within the group of which Flusso is a member

During the year, the company received bills from this related party totalling £100,000 (2022: £NIL) in relation NRE services. The amount unpaid at the year end was £100,000 (2022: £NIL).

During the year, the company issued invoices to this related party totalling £500,000 (2022: £NIL) in relation to evaluation kits. The amount unpaid at the year end was £NIL (2022: £NIL).

All amounts owed at the year end for all related parties above are incurred in the normal course of business, are interest free and are payable on demand.

11. DEFERRED TAXATION

At 31 December 2023, the company has a total unrecognised deferred tax liability of £84,605 and deferred tax asset of £2,201,783. 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.