Company registration number: 10081015
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FOR THE YEAR ENDED
31 JULY 2024
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COMPANY INFORMATION
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Mr S Martin (appointed 14 June 2024)
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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SPOTLESS WATER LTD
REGISTERED NUMBER:10081015
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STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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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.
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SPOTLESS WATER LTD
REGISTERED NUMBER:10081015
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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:
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Mr T Morris
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The notes on pages 4 to 12 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
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Comprehensive income for the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 4 to 12 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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
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Basis of preparation of financial statements
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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:
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.
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.
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Foreign currency translation
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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.
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Operating leases: the Company as lessee
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
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.
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.
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Current and deferred taxation
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
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:
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Website and branding costs
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Intellectual property - externally generated
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Intellectual property - internally generated
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5 years straight line (previously 10 years straight line) *
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*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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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Leasehold land and buildings
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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) *
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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.
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.
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.
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The average monthly number of employees, including directors, during the year was 31 (2023 -38).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Intellectual property - internally generated
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Website and branding costs
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Intellectual property - externally generated
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Additions - internally developed
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Additions - seperately acquired
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Leasehold land and buildings
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Assets under construction
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Transfers between classes
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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.
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Prepayments and accrued income
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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.
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Amounts due for obligations under finance leases are secured over the assets concerned.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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There is no expiry date on timing differences.
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Allotted, called up and fully paid
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543,229 (2023 - 543,229) Ordinary shares of £0.001 each
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88,375 (2023 - NIL) Preferred Ordinary shares of £0.001 each
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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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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Commitments under operating leases
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At 31 July 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Balance outstanding at start of year
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Balance outstanding at end of year
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The loan is interest free and repayable on demand.
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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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