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Company registration number: 10081015







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JULY 2024


SPOTLESS WATER LTD






































img4b2a.png                        

 


SPOTLESS WATER LTD
 


 
COMPANY INFORMATION


Directors
Mr T Morris 
Mr C Constant 
Mr M Boxold 
Mr S Morley-Ham 
Mr P Sheene 
Dr P K Soni 
Mr S Martin (appointed 14 June 2024)




Registered number
10081015



Registered office
31/33 Commercial Road

Poole

Dorset

BH14 0HU




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Victoria House

50-58 Victoria Road

Farnborough

Hampshire

GU14 7PG





 


SPOTLESS WATER LTD
 



CONTENTS



Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 12

 


SPOTLESS WATER LTD
REGISTERED NUMBER:10081015



STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 4 
832,423
841,625

Tangible assets
 5 
4,692,588
4,621,372

  
5,525,011
5,462,997

Current assets
  

Stocks
  
22,081
23,488

Debtors: amounts falling due within one year
 6 
793,384
435,073

Cash at bank and in hand
  
3,539,311
363,486

  
4,354,776
822,047

Creditors: amounts falling due within one year
 7 
(1,560,953)
(1,326,645)

Net current assets/(liabilities)
  
 
 
2,793,823
 
 
(504,598)

Total assets less current liabilities
  
8,318,834
4,958,399

Creditors: amounts falling due after more than one year
 8 
(4,623,383)
(4,257,004)

Provisions for liabilities
  

Deferred tax
 9 
(539,189)
(542,745)

Net assets
  
3,156,262
158,650


Capital and reserves
  

Allotted and called up
  
632
544

Share premium account
  
5,918,489
2,449,656

Profit and loss account
  
(2,762,859)
(2,291,550)

  
3,156,262
158,650


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

Page 1

 


SPOTLESS WATER LTD
REGISTERED NUMBER:10081015


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Mr T Morris
Director

Date: 17 January 2025

The notes on pages 4 to 12 form part of these financial statements.
Page 2

 


SPOTLESS WATER LTD
 



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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 August 2022
544
2,449,656
(885,190)
1,565,010


Comprehensive income for the year

Loss for the year
-
-
(1,406,360)
(1,406,360)



At 1 August 2023
544
2,449,656
(2,291,550)
158,650


Comprehensive income for the year

Loss for the year
-
-
(471,309)
(471,309)


Contributions by and distributions to owners

Shares issued during the year
88
3,468,833
-
3,468,921


At 31 July 2024
632
5,918,489
(2,762,859)
3,156,262


The notes on pages 4 to 12 form part of these financial statements.
Page 3

 


SPOTLESS WATER LTD
 


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

1.


General information

Spotless Water Ltd is a private company limited by shares incorporated in England and Wales. The address of the registered office, which is also the principal place of business, is disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. These resources include a significant equity investment received on 14 June 2024, further details of which are included in note 11. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.3

Revenue

Revenue is recognised when water is dispensed from stations in return for consideration received or receivable. Revenue is presented net of VAT, other sales related taxes and discounts.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 4

 


SPOTLESS WATER LTD
 


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

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 5

 


SPOTLESS WATER LTD
 


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

2.Accounting policies (continued)

 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Income and Retained Earnings over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Website and branding costs
-
5 years straight line
Intellectual property - externally generated
-
10 years straight line
Software
-
10 years straight line
Intellectual property - internally generated
-
5 years straight line (previously 10 years straight line) *

*Change in accounting estimate
Following an internal review of the period of time over which benefit was likely to be generated from the internal development activities of the water stations design, the directors have revised the total estimated life of Intellectual Property – internally generated from 10 years to 5 years. This has been applied prospectively, with remaining useful lives capped at 5 years, or less where the useful economic life was already below 10 years. The effect of this change in the current year is to increase amortisation by £178,560.

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, this includes an allcation of staff time in contructing and installing water filling stations. Assets under contruction are not depreciated.

Page 6

 


SPOTLESS WATER LTD
 


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

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold land and buildings
-
10 year straight line
Filing stations
-
Physical assets - 8 years straight line with 50% residual balance, staff costs capitalised - 8 years straight line (previously 8 years straight line with 50% residual balance) *
Motor vehicles
-
5 year straight line
Fixtures and fittings
-
25% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
*Change in accounting estimate
An internal review of the useful life of the Filling Stations was undertaken which has concluded that whilst the policy of depreciating 50% of the constituent parts and equipment over 8 years remains appropriate, the element of capitalised staff costs should be fully depreciated over the initial 8 years.  The effect of this change in the year is £134,389.

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors, other creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Employees

The average monthly number of employees, including directors, during the year was 31 (2023 -38).

Page 7

 


SPOTLESS WATER LTD
 


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

4.


Intangible assets




Intellectual property - internally generated
Website and branding costs
Intellectual property - externally generated
Software
Goodwill
Total

£
£
£
£
£
£



Cost


At 1 August 2023
940,208
107,014
3,600
105,694
3,600
1,160,116


Additions - internally developed
271,644
-
-
-
-
271,644


Additions - seperately acquired
-
333
-
39,656
-
39,989



At 31 July 2024

1,211,852
107,347
3,600
145,350
3,600
1,471,749



Amortisation


At 1 August 2023
185,392
54,895
2,010
74,184
2,010
318,491


Charge for the year
287,475
21,408
360
11,232
360
320,835



At 31 July 2024

472,867
76,303
2,370
85,416
2,370
639,326



Net book value



At 31 July 2024
738,985
31,044
1,230
59,934
1,230
832,423



At 31 July 2023
754,816
52,119
1,590
31,510
1,590
841,625

Intangible assets with a carrying amount of £832,423 (2023 - £841,625) have been pledged to secure borrowings for the company. The company is restricted from pledging these assets as security for other borrowings or to sell them to another entity.



Page 8

 


SPOTLESS WATER LTD
 


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

5.


Tangible fixed assets





Leasehold land and buildings
Filling stations
Motor vehicles
Fixtures and fittings
Assets under construction
Total

£
£
£
£
£
£



Cost or valuation


At 1 August 2023
80,379
4,869,252
118,257
123,071
218,903
5,409,862


Additions
37,115
299,938
-
15,949
227,155
580,157


Transfers between classes
-
254,282
-
-
(254,282)
-



At 31 July 2024

117,494
5,423,472
118,257
139,020
191,776
5,990,019



Depreciation


At 1 August 2023
5,977
685,631
56,771
40,111
-
788,490


Charge for the year
8,347
454,391
23,291
22,912
-
508,941



At 31 July 2024

14,324
1,140,022
80,062
63,023
-
1,297,431



Net book value



At 31 July 2024
103,170
4,283,450
38,195
75,997
191,776
4,692,588



At 31 July 2023
74,402
4,183,621
61,486
82,960
218,903
4,621,372

Tangible assets with a carrying amount of £4,692,588 (2023 - £4,621,372) have been pledged to secure borrowings of the company. The company is restricted from pledging these assets as security for other borrowings or to sell them to another entity.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£


Filling stations
20,728
32,068

Motor vehicles
33,191
54,153

Fixtures and fittings
31,179
41,572

85,098
127,793

Page 9

 


SPOTLESS WATER LTD
 


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

6.


Debtors

2024
2023
£
£


Trade debtors
1,600
-

Other debtors
600,475
340,011

Prepayments and accrued income
191,309
95,062

793,384
435,073


Debtors with a carrying amount of £793,384 (2023 - £435,073) have been pledged to secure borrowings of the company. The company is restricted from pledging these assets as security for other borrowings or to sell them to another entity.


7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
575,952
528,830

Other taxation and social security
197,836
176,545

Obligations under finance lease and hire purchase contracts
43,045
38,581

Other creditors
9,991
20,352

Accruals and deferred income
734,129
562,337

1,560,953
1,326,645


Amounts due for obligations under finance leases are secured over the assets concerned.


8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Net obligations under finance leases and hire purchase contracts
51,772
94,547

Other creditors
4,571,611
4,162,457

4,623,383
4,257,004


Included in other creditors is a secured loan by way of fixed and floating charge over the assets of the company for £4,571,611 (2023: £4,162,457) which is due for repayment in full by 12 July 2029 and interest is payable at a rate of 10% per annum.
Amounts due for obligations under finance leases are secured over the assets concerned.

Page 10

 


SPOTLESS WATER LTD
 


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

9.


Deferred taxation




2024
2023


£

£






At beginning of year
(542,745)
81,469


Charged to profit or loss
3,556
(624,214)



At end of year
(539,189)
(542,745)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(1,276,207)
(1,279,763)

Tax losses carried forward
737,018
737,018

(539,189)
(542,745)


There is no expiry date on timing differences.


10.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



543,229 (2023 - 543,229) Ordinary shares of £0.001 each
544
544
88,375 (2023 - NIL) Preferred Ordinary shares of £0.001 each
88
-

632

544


During the year, 88,375 preferred shares were issued at a nominal value of £0.001.
Ordinary shares have full voting rights, dividend rights and right to return of capital.
Preferred Ordinary shares have full voting rights including enhanced voting rights in the case of an underperformance event, dividend rights and right to return of capital.

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SPOTLESS WATER LTD
 


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

11.


Commitments under operating leases

At 31 July 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
302,792
182,875

Later than 1 year and not later than 5 years
836,000
836,000

Later than 5 years
645,896
853,417

1,784,688
1,872,292

2024
2023
£
£
Balance outstanding at start of year

3,312

-
 
Amounts advanced

-

3,312
 
Amounts repaid

(3,312)

-
 
Balance outstanding at end of year
-

3,312
 

The loan is interest free and repayable on demand.

12.


Auditors' information

The auditors' report on the financial statements for the year ended 31 July 2024 was unqualified.

The audit report was signed on 20 January 2025 by Charlotte Langdon FCA (Senior statutory auditor) on behalf of Menzies LLP.

 
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