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Registered number: 11868187









CLEANCO VENTURES LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CLEANCO VENTURES LIMITED
 
 
COMPANY INFORMATION


Directors
W Paretti 
S G Matthews 
N Simons (resigned 16 May 2023)
U M Burns 
A Mackie 
A W Wilson 
J Clerkin (appointed 11 July 2024)




Registered number
11868187



Registered office
22 Chancery Lane

London

United Kingdom

WC2A 1LS




Accountants
Donald Reid Limited

1010 Eskdale Road

Winnersh

Wokingham

England

RG41 5TS





 
CLEANCO VENTURES LIMITED
 

CONTENTS



Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 14

 
CLEANCO VENTURES LIMITED
REGISTERED NUMBER: 11868187

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
66,518
190,811

  
66,518
190,811

Current assets
  

Stocks
 5 
667,177
720,857

Debtors: amounts falling due within one year
 6 
8,469,533
7,365,170

Cash at bank and in hand
 7 
234,187
573,929

  
9,370,897
8,659,956

Creditors: amounts falling due within one year
 8 
(969,545)
(1,175,242)

Net current assets
  
 
 
8,401,352
 
 
7,484,714

Total assets less current liabilities
  
8,467,870
7,675,525

Provisions for liabilities
  

Other provisions
 9 
(22,586)
(223,364)

  
 
 
(22,586)
 
 
(223,364)

Net assets
  
8,445,284
7,452,161


Capital and reserves
  

Called up share capital 
 10 
450
368

Share premium account
  
30,114,393
24,812,073

Other reserves
  
377,467
2,779,593

Profit and loss account
  
(22,047,026)
(20,139,873)

  
8,445,284
7,452,161

Page 1

 
CLEANCO VENTURES LIMITED
REGISTERED NUMBER: 11868187
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 February 2025.




S G Matthews
Director

The notes on pages 4 to 14 form part of these financial statements.
Page 2

 
CLEANCO VENTURES LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£
£


At 1 January 2022
288
19,107,013
137,674
(13,321,192)
5,923,783


Comprehensive income for the year

Loss for the year

-
-
-
(6,818,681)
(6,818,681)


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
(6,818,681)
(6,818,681)


Contributions by and distributions to owners

Shares issued during the year
80
5,705,060
-
-
5,705,140

Share option movement
-
-
141,919
-
141,919

Convertible loan note
-
-
2,500,000
-
2,500,000


Total transactions with owners
80
5,705,060
2,641,919
-
8,347,059



At 1 January 2023
368
24,812,073
2,779,593
(20,139,873)
7,452,161


Comprehensive income for the year

Loss for the year

-
-
-
(1,907,153)
(1,907,153)


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
(1,907,153)
(1,907,153)


Contributions by and distributions to owners

Shares issued during the year
82
5,302,320
-
-
5,302,402

Share option movement
-
-
97,874
-
97,874

Convertible loan note
-
-
(2,500,000)
-
(2,500,000)


Total transactions with owners
82
5,302,320
(2,402,126)
-
2,900,276


At 31 December 2023
450
30,114,393
377,467
(22,047,026)
8,445,284


The notes on pages 4 to 14 form part of these financial statements.
Page 3

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

CleanCo Ventures Limited is a private company limited by shares. The company was incorporated in the United Kingdom and is registered in England and Wales. The registered office address is 22 Chancery Lane, London, United Kingdom, WC2A 1LS. The company registration number is 11868187.

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

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 4

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
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.

 
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

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 5

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.11

Taxation

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


 
2.12

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.

Page 6

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
20%
Plant and machinery
-
20%
Office equipment
-
33%
Computer equipment
-
33%

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.

 
2.13

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. 
At each balance sheet 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.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 7

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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
Page 8

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 9

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

The average monthly number of employees, including directors, during the year was 13 (2022 - 18).


4.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
27,460
257,206
24,667
31,960
341,293


Additions
-
44,368
-
-
44,368


Disposals
(27,460)
(180,920)
(19,777)
-
(228,157)



At 31 December 2023

-
120,654
4,890
31,960
157,504



Depreciation


At 1 January 2023
8,629
94,465
21,822
25,566
150,482


Charge for the year on owned assets
458
46,695
549
4,249
51,951


Disposals
(9,087)
(84,879)
(17,481)
-
(111,447)



At 31 December 2023

-
56,281
4,890
29,815
90,986



Net book value



At 31 December 2023
-
64,373
-
2,145
66,518



At 31 December 2022
18,831
162,741
2,845
6,394
190,811




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short leasehold
-
18,831

-
18,831


Page 10

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Stocks

2023
2022
£
£

Finished goods and goods for resale
667,177
720,857

667,177
720,857



6.


Debtors

2023
2022
£
£


Trade debtors
996,558
776,227

Amounts owed by group undertakings
7,309,524
6,248,019

Other debtors
100,456
258,551

Prepayments and accrued income
62,995
82,373

8,469,533
7,365,170



7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
234,187
573,929

234,187
573,929


Page 11

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
-
62,500

Trade creditors
644,782
861,057

Other taxation and social security
37,555
43,766

Other creditors
61,690
21,610

Accruals and deferred income
225,518
186,309

969,545
1,175,242


The following liabilities were secured:

2023
2022
£
£



Bank loans
-
62,500

-
62,500

Details of security provided:

Bank loans falling due within one year of £Nil (2022: £62,500) are secured by a fixed and floating charge.


9.


Provisions





Other provision

£





At 1 January 2023
223,364


Charged to profit or loss
(200,778)



At 31 December 2023
22,586

Page 12

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



450,016 (2022 - 367,880) Ordinary shares of £0.001 each
450.02
367.88


During the year 82,138 Ordinary shares of £0.001 each were allotted for the aggregate consideration of £5,371,376.


11.


Contingent liabilities

During the fiscal period 2023, HMRC opened an enquiry into the R&D claim submitted for 2021 and on 25 September 2023 concluded that the 2021 claim did not satisfy the required criteria and as such was rejected. The amount of £223,364 was recognised as a provision in the 2022 period. 
The company has since settled the R&D claim enquiry with HMRC, paying an amount of £22,586 to settle the enquiry. The provision for 2023 has therefore been reduced by £200,778.
As a result of the above, there is a contingent liability in place with respect to periods prior to 2021 for R&D claims, which were successfully submitted and payments received from HMRC, being £86,640 for December 2020 and £28,373 for March 2020. There is currently insufficient evidence to suggest that these claims will in fact be enquired into, hence no liability or provision has raised on the Balance Sheet.


12.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £14,196 (2022: £17,007). Contributions totalling £6,902 (2022: £8,686) were payable to the fund at the balance sheet date and are included in creditors.


13.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
-
27,053

-
27,053

Page 13

 
CLEANCO VENTURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Related party transactions

The company has taken advantage of the exemption of Section 33 Related Party Disclosures from disclosing transactions with other members of the group.

 
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