Company registration number 11947703 (England and Wales)
FLYING COLOURS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
FLYING COLOURS HOLDINGS LIMITED
CONTENTS
Page
Group balance sheet
1
Company balance sheet
2
Group statement of changes in equity
3
Company statement of changes in equity
4
Notes to the financial statements
5 - 15
FLYING COLOURS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
6
-
503,851
Tangible assets
5
67,273
45,029
67,273
548,880
Current assets
Debtors
9
1,809,782
1,129,795
Cash at bank and in hand
296,109
577,489
2,105,891
1,707,284
Creditors: amounts falling due within one year
10
(934,962)
(892,735)
Net current assets
1,170,929
814,549
Total assets less current liabilities
1,238,202
1,363,429
Provisions for liabilities
11
-
(85,000)
Net assets
1,238,202
1,278,429
Capital and reserves
Called up share capital
12
2,299,712
2,142,635
Share premium account
14
14,733,128
13,880,204
Profit and loss reserves
14
(15,794,638)
(14,744,410)
Total equity
1,238,202
1,278,429

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 20 December 2024 and are signed on its behalf by:
20 December 2024
Mr G M Appleton
Director
Company registration number 11947703 (England and Wales)
FLYING COLOURS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
8
2,864,001
2,864,001
Current assets
Debtors
9
3,812,408
2,862,249
Cash at bank and in hand
5,648
691
3,818,056
2,862,940
Creditors: amounts falling due within one year
10
(30,000)
(30,001)
Net current assets
3,788,056
2,832,939
Net assets
6,652,057
5,696,940
Capital and reserves
Called up share capital
12
2,299,712
2,142,635
Share premium account
14
14,733,128
13,880,204
Profit and loss reserves
14
(10,380,783)
(10,325,899)
Total equity
6,652,057
5,696,940

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the year was £54,884 (2023: £29,062 profit).

These financial statements have been prepared 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 20 December 2024 and are signed on its behalf by:
20 December 2024
Mr G M Appleton
Director
Company registration number 11947703 (England and Wales)
FLYING COLOURS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2022
1,882,915
12,469,924
(13,953,409)
399,430
Year ended 30 June 2023:
Loss and total comprehensive income
-
-
(791,001)
(791,001)
Issue of share capital
12
259,720
1,410,280
-
1,670,000
Balance at 30 June 2023
2,142,635
13,880,204
(14,744,410)
1,278,429
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
(1,050,228)
(1,050,228)
Issue of share capital
12
157,077
852,924
-
1,010,001
Balance at 30 June 2024
2,299,712
14,733,128
(15,794,638)
1,238,202
FLYING COLOURS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2022
1,882,915
12,469,924
(10,354,961)
3,997,878
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
29,062
29,062
Issue of share capital
12
259,720
1,410,280
-
1,670,000
Balance at 30 June 2023
2,142,635
13,880,204
(10,325,899)
5,696,940
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
(54,884)
(54,884)
Issue of share capital
12
157,077
852,924
-
1,010,001
Balance at 30 June 2024
2,299,712
14,733,128
(10,380,783)
6,652,057
FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
1
Accounting policies
Company information

Flying Colours Holdings Limited ("the company") 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 group consists of Flying Colours Holdings Limited, Flying Colours Advice Limited, Flying Colours Surrey Limited (disposed of on 18 August 2022), Flying Colours Partnerships Limited, Flying Colours Services Limited, Flying Colours Investment Management Limited, Flying Colours Limited (dormant) and Flying Colours Mortgages Limited (dormant).

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.

1.2
Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and all of its subsidiaries. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisitions method and goodwill on consolidation is capitalised and written off over an appropriate period from the date of acquisition. The results of the company acquired or disposed of are included in the group profit and loss after or up to the date that control passes, respectively. As a consolidated group profit and loss account is published, a separate profit and loss account for the parent is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006. All financial statements are made up to 30 June 2024.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

Management has produced a forecast for the group for the period to 31 December 2029, which has been reviewed by the directors. As a result of the transfer to a new company of the costs associated with the development of the client system, FADE, the forecast demonstrates that the group is set to break-even for the year ended 30 June 2025 and then turn to profitability thereafter. The major shareholder and director has committed to supporting the company in the event of any additional capital being required, as he has done previously. After the year ended 30 June 2025, the forecasts show that the group will generate positive cash flows and hence the group should be self sufficient after this time. However the directors are highly motivated to grow the business and will support it as required to achieve their strategy for each company in the group. The directors are therefore satisfied that the group will be able to meet its obligations as they fall due for a period of at least 12 months from the date of signing these financial statements.

 

As such, the directors are satisfied that the group has adequate resources to continue to operate for the foreseeable future. For this reason, they continue to adopt the going concern basis for preparing these financial statements.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 6 -
1.4
Turnover

The parent company does not carry out activities that give rise to revenue.

 

The group earns income from two sources:

 

  1. Financial advisory income: initial fees from clients for providing financial advice, following conclusion of contractual terms with the client. Ongoing wealth management fees are chargeable to clients in accordance with the period over which those services are supplied and fees are recognised on an accruals basis in accordance with contracted rates,

  2. Investment management fees earned from funds invested in the company's model portfolios.

1.5
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.

1.6
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.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Development costs
5 years straight line

Intangible fixed assets represents capitalised costs relating to the group's online financial advisory platform. After initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

 

The internally developed platform has been in use for more than 4 years and amortisation has been charged over that time. Development work has continued to be capitalised and amortised as additional features have been added and made available for use. Development costs are being amortised evenly over their estimated useful life of 5 years.

1.7
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:

Leasehold improvements
Term of the lease, or useful economic life if shorter
Fixtures and fittings
4 years straight line
Computers
5 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 recognised in the profit and loss account.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 7 -
1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

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.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 8 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 9 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Taxation
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 group’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 if, and only if, there is 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.

1.13
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 10 -
1.16
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 leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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

All of the group's employees are employed by Flying Colours Services Limited and their direct costs are recharged around the group as appropriate.

 

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
55
56
-
0
-
0
4
Taxation

At the year end the company had tax losses of £54,884 (2023: £29,062 profit) to carry forward for use against trading profits in the future. At the year end the group had tax losses of £1,050,228 (2023: £791,001) to carry forward for use against trading profits in the future.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
5
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 July 2023
26,077
132,794
158,871
Additions
11,961
32,285
44,246
At 30 June 2024
38,038
165,079
203,117
Depreciation and impairment
At 1 July 2023
11,290
102,552
113,842
Depreciation charged in the year
6,892
15,110
22,002
At 30 June 2024
18,182
117,662
135,844
Carrying amount
At 30 June 2024
19,856
47,417
67,273
At 30 June 2023
14,787
30,242
45,029
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
6
Intangible fixed assets
Group
Other
£
Cost
At 1 July 2023
1,989,874
Additions
323,790
Disposals
(2,313,664)
At 30 June 2024
-
0
Amortisation and impairment
At 1 July 2023
1,486,023
Amortisation charged for the year
210,897
Disposals
(1,696,920)
At 30 June 2024
-
0
Carrying amount
At 30 June 2024
-
0
At 30 June 2023
503,851
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
6
Intangible fixed assets
(Continued)
- 12 -

Intangible assets comprises the cost, principally dedicated staff and contractors, of developing the Group's bespoke applications. Additions comprises new applications and enhancements and additional features which are quickly brought into use.

 

The directors have carried out a review for impairment of the other intangible asset and consider that no impairment is necessary. Many of the tools developed are directly linked to the business generating its income; others to increasing speed and efficiency and reducing costs. The tools are expected to continue to be used in the foreseeable future and are still under regular development, being adapted to the ongoing needs of the business as it grows and develops. In order to further develop the software, the directors have sold the entire intangible asset of FADE back office system to FADE Systems Limited for the carrying value of £616,744. FADE Systems Limited is connected to the company through common ownership and control and the transaction was done to allow further development work to be done and allow greater focus on the software as a distinct product.

 

7
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Flying Colours Advice Limited
1301 Ocean House The Ring, Bracknell, Berkshire, England, RG12 1AX
Financial advice
Ordinary
100.00
Flying Colours Partnerships Limited
1301 Ocean House The Ring, Bracknell, Berkshire, England, RG12 1AX
Marketing services to financial advisor firms
Ordinary
100.00
Flying Colours Services Limited
1301 Ocean House The Ring, Bracknell, Berkshire, England, RG12 1AX
Administrative services
Ordinary
100.00
Flying Colours Investment Management Limited
1301 Ocean House The Ring, Bracknell, Berkshire, England, RG12 1AX
Fund management activities
Ordinary
100.00
Flying Colours Limited
1301 Ocean House The Ring, Bracknell, Berkshire, England, RG12 1AX
Dormant company
Ordinary
100.00
Flying Colours Mortgages Limited
1301 Ocean House The Ring, Bracknell, Berkshire, England, RG12 1AX
Dormant company
Ordinary
100.00
8
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
0
-
0
2,864,001
2,864,001
-
0
-
0
2,864,001
2,864,001

During the prior year, on 18 August 2022, the investment in Flying Colours Surrey Limited was sold to a third party for £1, that was also the carrying value at this time.

 

The directors are satisfied that there are no indicators of impairment of the company's fixed asset investments as at 30 June 2024.

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
9
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
849,534
795,225
-
0
-
0
Amounts owed by group
-
0
-
0
3,812,408
2,862,248
Other debtors
960,248
334,570
-
1
1,809,782
1,129,795
3,812,408
2,862,249
10
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
324,256
350,708
-
0
-
0
Taxation and social security
93,555
85,342
-
0
-
0
Other creditors
517,151
456,685
30,000
30,001
934,962
892,735
30,000
30,001
11
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
-
85,000
-
-

A provision was made as at 30 June 2023 for future payouts in respect of historic wrongly advised British Steel defined benefit pension transfers. This has now been settled and provision has been released.

12
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
229,971,200
214,263,579
2,299,712
2,142,635

On 26 January 2024 the company issued 6,220,840 ordinary shares with a nominal value of £0.01 to existing shareholders for £0.0643 each, with the surplus recognised within the share premium reserve.

 

On 30 March 2024 the company issued 9,486,781 ordinary shares with a nominal value of £0.01 to existing shareholders for £0.0643 each, with the surplus recognised within the share premium reserve.

 

FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
13
Share based payments

At the year end the company had 27,868,697 (2023: 28,808,903) share options in issue to employees, contractors and ex employees for ordinary shares of £0.01p each under a combination of approved EMI schemes and un-approved schemes. Also at the year end, 11,321,913 (2023: 11,924,976) options qualified for excise. The excise price of these options ranges from £0.01p to £0.2276p, depending on when they were issued.

 

There are no performance criteria attaching to these share options and they qualify for excise at the discretion of the holder. The options lapse on 01 August 2031 according to the scheme rules; at which time any that have not been exercised expire.

 

The directors have calculated the value of the outstanding share options using the black-scholes valuation model and based on this are satisfied that the charge to the accounts will not be material and hence no provision has been included in the accounts. The charge for issuing the shares will be recognised at the point they are exercised.

14
Reserves
Share premium

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss reserves

The retained earnings reserve records retained earnings and accumulated losses.

15
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

 

The Senior Statutory Auditor was David Forinton and the Statutory Auditor was Kirk Rice LLP.

16
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
176,849
123,255
-
-
FLYING COLOURS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
17
Events after the reporting date

On 20 August 2024 the company issued 1,011,524 ordinary shares with a nominal value of £0.01 each to existing shareholders for £0.0643 each.

 

On 16 October 2024 the company issued 397,979 ordinary shares with a nominal value of £0.01 each to existing shareholders for £0.0643 each.

 

18
Related party transactions

The company has taken advantage of the exemption, under the terms of Financial Reporting Standards 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

 

During the year, Flying Colours Advice Limited sold their back office software, FADE system, to FADE Systems Limited for £616,744, and this represented the disposal of all of the company's intangible assets at their carrying value. FADE Systems Limited is connected to Flying Colours Advice Limited through common control and they have the same ultimate controlling party.

 

 

 

19
Individual income statement

As permitted by section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements.

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