REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
FLUSSO LIMITED |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
5 Technology Park |
Colindeep Lane |
Colindale |
London |
NW9 6BX |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Flusso Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Significant judgements and estimates |
The critical accounting judgments relate to the stage of completion of the Non-Recurring Engineering projects which are undertaken between the 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 |
Short leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Impairment of assets |
The status of the assets is reviewed at each accounting year end and where items have either been damaged beyond repair or have become obsolete, these are removed from the carrying value at the year end. |
The company does not expect to sell any of the assets it owns, but if an asset is written off before it is fully depreciated, that value is shown separate to the depreciation charge in the accounts as either a profit or loss on disposal of fixed assets. |
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 |
4. | TANGIBLE FIXED ASSETS |
Fixtures |
Short | Plant and | and | Computer |
leasehold | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Other debtors |
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 |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors |
7. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
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: | £ | £ |
Ordinary shares | 0.01p | 45 | 38 |
Growth shares | 0.01p | 2 | 2 |
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. |
for and on behalf of |
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. |