REGISTERED NUMBER: |
Isol8 (Holdings) Limited |
Financial Statements For The Year Ended 31 May 2024 |
REGISTERED NUMBER: |
Isol8 (Holdings) Limited |
Financial Statements For The Year Ended 31 May 2024 |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Contents of the Financial Statements |
For The Year Ended 31 May 2024 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 4 |
Chartered Accountants' Report | 8 |
Isol8 (Holdings) Limited |
Company Information |
For The Year Ended 31 May 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Park House Centre |
South Street |
Elgin |
IV30 1JB |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Balance Sheet |
31 May 2024 |
31.5.24 | 31.5.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Investments | 5 |
CURRENT ASSETS |
Debtors | 6 |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Share premium |
FRS102 Share based payment |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Balance Sheet - continued |
31 May 2024 |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Notes to the Financial Statements |
For The Year Ended 31 May 2024 |
1. | STATUTORY INFORMATION |
Isol8 (Holdings) Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Preparation of consolidated financial statements |
The financial statements contain information about Isol8 (Holdings) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Notes to the Financial Statements - continued |
For The Year Ended 31 May 2024 |
2. | ACCOUNTING POLICIES - continued |
Shared based payments |
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Income Statement 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 Isol8 group 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 the Income Statement over the remaining vesting period. |
Where equity instruments are granted to persons other than employees, the Income Statement is charged with the fair value of goods and services received. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
At 1 June 2023 |
Additions |
At 31 May 2024 |
AMORTISATION |
At 1 June 2023 |
Charge for year |
At 31 May 2024 |
NET BOOK VALUE |
At 31 May 2024 |
At 31 May 2023 |
5. | FIXED ASSET INVESTMENTS |
In the year to 31 May 2020, the company acquired 100% of the issued share capital in Isol8 Ltd for £5000 and 100% of the common stock in Isol8 Inc for £3332. |
Isol8 Ltd is incorporated in Scotland. Isol8 Inc is incorporated in the USA. |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Notes to the Financial Statements - continued |
For The Year Ended 31 May 2024 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.5.24 | 31.5.23 |
£ | £ |
Amounts owed by participating interests | 5,100,076 | 5,198,355 |
Other debtors |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.5.24 | 31.5.23 |
£ | £ |
Taxation and social security |
Other creditors |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: |
Class: |
Nominal Value |
31.5.24 |
31.5.23 |
£ | £ |
14,835 | Ordinary | £1 | 14,835 | 14,835 |
5,604 | A Ordinary | £1 | 9,754 | 5,604 |
215 | B Ordinary | £1 | 215 | 215 |
250 | C Ordinary | £1 | 250 | 250 |
63 | D Ordinary | £1 | 63 | 63 |
250 | E Ordinary | £1 | 250 | 250 |
238 | F Ordinary | £1 | 238 | 238 |
25,605 | 21,455 |
During the year 4150 A Ordinary £1 shares in the company were issued at a total premium of £1,655,850 |
9. | RELATED PARTY DISCLOSURES |
D A Harcus |
is a director in the company. |
The company has given the director an interest free loan. The repayment date of the loan is the earlier of an exit or 20th January 2030, or such other date that may be agreed. |
31.5.24 | 31.5.23 |
£ | £ |
Amount due from related party at the balance sheet date | 108,006 | 108,006 |
Isol8 (Holdings) Limited (Registered number: SC617826) |
Notes to the Financial Statements - continued |
For The Year Ended 31 May 2024 |
10. | SHARE-BASED PAYMENT TRANSACTIONS |
During the year, the Company operated an Enterprise Management Incentive (EMI) scheme. The scheme provides for certain employees of the Group to exercise ordinary share options in the future if certain conditions are met. At 31 May 2024, no options had been exercised. |
At 31 May 2024, the maximum number of ordinary shares exercisable, from awards made during the year was nil (2023: nil). |
11. | SHARE OPTION |
During the year, the following options to acquire A Ordinary Shares were purchased: |
Acquirer | A Ordinary Shares | Price per share £ | Price paid £ |
BGF UK Enterprise Fund 1 |
Nominees Ltd | 349 | 400 | 139,600 |
BGF Nominees Ltd | 3,801 | 400 | 1,520,400 |
4,150 | 1,660,000 |
These options were exercised on all 4,150 A Ordinary shares on 12th July 2023. |
Chartered Accountants' Report to the Board of Directors |
on the Unaudited Financial Statements of |
Isol8 (Holdings) Limited |
The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies. |
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Isol8 (Holdings) Limited for the year ended 31 May 2024 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us. |
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance. |
This report is made solely to the Board of Directors of Isol8 (Holdings) Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Isol8 (Holdings) Limited and state those matters that we have agreed to state to the Board of Directors of Isol8 (Holdings) Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Isol8 (Holdings) Limited and its Board of Directors, as a body, for our work or for this report. |
It is your duty to ensure that Isol8 (Holdings) Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Isol8 (Holdings) Limited. You consider that Isol8 (Holdings) Limited is exempt from the statutory audit requirement for the year. |
We have not been instructed to carry out an audit or a review of the financial statements of Isol8 (Holdings) Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. |
Park House Centre |
South Street |
Elgin |
IV30 1JB |