Company registration number 06718112 (England and Wales)
CULURU CONSULTING LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2024
PAGES FOR FILING WITH REGISTRAR
CULURU CONSULTING LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
CULURU CONSULTING LTD
BALANCE SHEET
AS AT
31 OCTOBER 2024
31 October 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
3
2,706,282
1,717,674
Investments
4
100
100
2,706,382
1,717,774
Current assets
Debtors
6
456,808
93,210
Cash at bank and in hand
33,158
434,541
489,966
527,751
Creditors: amounts falling due within one year
7
(2,234,950)
(702,370)
Net current liabilities
(1,744,984)
(174,619)
Total assets less current liabilities
961,398
1,543,155
Creditors: amounts falling due after more than one year
8
(33,255)
(650,809)
Net assets
928,143
892,346
Capital and reserves
Called up share capital
10
1,721
1,717
Share premium account
5,008,712
5,008,708
Profit and loss reserves
(4,082,290)
(4,118,079)
Total equity
928,143
892,346

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

For the financial year ended 31 October 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

CULURU CONSULTING LTD
BALANCE SHEET (CONTINUED)
AS AT
31 OCTOBER 2024
31 October 2024
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 19 August 2025 and are signed on its behalf by:
Mr G M Rubin
Director
Company registration number 06718112 (England and Wales)
CULURU CONSULTING LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2024
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 October 2023:
Balance at 1 November 2022
1,697
5,008,708
(4,468,380)
542,025
Effect of change in accounting policy
-
-
0
380,000
380,000
As restated
1,697
5,008,708
(4,088,380)
922,025
Year ended 31 October 2023:
Loss for the year
-
-
(29,679)
(29,679)
Other movements
20
-
(20)
-
Balance at 31 October 2023
1,717
5,008,708
(4,118,079)
892,346
Year ended 31 October 2024:
Loss for the year
-
-
35,797
35,797
Other movements
4
4
(8)
-
Balance at 31 October 2024
1,721
5,008,712
(4,082,290)
928,143
CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2024
- 4 -
1
Accounting policies
Company information

Culuru Consulting Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 82 St John Street, London, EC1M 4JN.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Prior period adjustment

Prior period adjustments have been made in these financial statements in relation to the year ended 31 October 2023. The prior period adjustments relate to the de-recognition of intellectual property held at fair value and the associated deferred tax, and instead the capitalisation of software development costs originally expensed in the year ended 31 October 2023. This has been done to better reflect the intangible fixed assets that the company is expected to benefit from in the future. See Note 12 for the financial impact.

1.3
Going concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. It therefore continues to adopt the going concern basis in preparing the financial statements.

1.4
Turnover

The company's operating income comprises licence fees and management charges, excluding Value Added Tax, from its wholly owned subsidiary company, Ebsta Limited.

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 fixed assets relate to software development costs which will be amortised once development has finished and the assets brought into use.

1.7
Fixed asset investments

The company's investment in Ebsta Limited is measured at cost. The investment is assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 5 -

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

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.9
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.

 

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 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.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.

1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 6 -
1.11
Taxation

The tax expense represents the sum of the tax currently payable.

Current tax

The company has no corporation tax liability for either the current year or for the previous year.

Research & development tax credit
The corporation tax credit in respect of the company's research and development expenditure incurred in earlier years, less any associated costs of recovery, is only recognised in the financial statements once the amount receivable has been confirmed by HMRC.
1.12
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.

1.13
Retirement benefits

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

1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black–Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.15
Leases

Rentals payable under operating leases 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 leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are taken into account in arriving at the operating result.

 

CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 7 -
2
Employees

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

2024
2023
Number
Number
Total
22
31
3
Intangible fixed assets
Software development costs
£
Cost
At 1 November 2023
1,717,674
Additions
988,608
At 31 October 2024
2,706,282
Amortisation and impairment
At 1 November 2023 and 31 October 2024
-
0
Carrying amount
At 31 October 2024
2,706,282
At 31 October 2023
1,717,674
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
100
100
5
Subsidiaries

Details of the company's subsidiaries at 31 October 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Ebsta Limited
82 St John Street, London, EC1M 4JN
Retailers of software licences and services
Ordinary shares
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Ebsta Limited
(146,275)
0
904,513
CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
- 8 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
427,645
-
0
Other debtors
29,163
93,210
456,808
93,210
7
Creditors: amounts falling due within one year
2024
2023
£
£
Convertible loans
300,000
-
0
Bank loan
7,297
7,378
Other short term loan
610,685
-
0
Trade creditors
259,857
178,003
Amounts owed to group undertakings
538,132
296,932
Taxation and social security
376,203
159,958
Other creditors
22,951
36,119
Accruals and deferred income
119,825
23,980
2,234,950
702,370

Convertible loans comprise secured convertible loan notes issued on 4 September 2024 totaling £300,000 to three investors by the company. The loan notes accrue interest at a fixed rate of 20% per annum, compounded daily, and are repayable or convertible into equity shares at the option of the noteholders. The conversion price is the lower of £5.00 per share or a valuation-based price determined at the time of conversion, subject to a floor equal to the nominal share value.

 

The loan notes are due for repayment or conversion in December 2024. These amounts are presented under current liabilities, as repayment is due within 12 months of the reporting date.

 

The other short term loan balance relates to a loan from ADG Pref Cap, which was advanced on 12 December 2022 and is secured by a fixed and floating charge over the company's assets. The loan balance is repayable on 12 December 2024.

8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loan
33,255
40,124
Other loans
-
0
610,685
33,255
650,809

The company has extended the repayment of its Coronavirus Business Interruption Loan from 6 to 10 years.

CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
8
Creditors: amounts falling due after more than one year
(Continued)
- 9 -
Amounts included above which fall due after five years are as follows:
Payable by instalments
2,210
10,073
9
Share-based payment transactions

The company has granted options under an Enterprise Management Incentive Scheme. Share options granted from time to time are placed in the employee's hands until exercise or expiry. Options vest and are exercisable in the event of the sale of the company. Options remaining unexercised after a period of 10 years from the date of grant expire.

 

During the year ended 31 December 2024 the company granted no share options. There are a total of 5,245 options outstanding as at 31 December 2024, with a weighted average exercise price of £0.01, and a weighted average remaining contractual life of 5 years.

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
172,097
171,701
1,721
1,717
11
Contingent liabilities

There is a contingent liability in respect of the guaranteeing of the banking and other facilities of its wholly owned subsidiary company, Ebsta Limited.

12
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Oct 2023
£
£
£
Fixed assets
Other intangibles
2,000,000
(282,326)
1,717,674
Provisions for liabilities
Deferred tax
(380,000)
380,000
-
0
Net assets
794,672
97,674
892,346
Capital and reserves
Revaluation reserve
2,000,000
(2,000,000)
-
0
Profit and loss reserves
(6,215,753)
2,097,674
(4,118,079)
Total equity
794,672
97,674
892,346
CULURU CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2024
12
Prior period adjustment
(Continued)
- 10 -
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 October 2023
£
£
£
Administrative expenses
(4,671,187)
1,717,674
(2,953,513)
Loss for the financial period
(1,747,353)
1,717,674
(29,679)
2024-10-312023-11-01falsefalsefalse19 August 2025CCH SoftwareCCH Accounts Production 2025.200No description of principal activityMr G M RubinMr Z J RobertsMr D J McGuireMr G J Palfery-SmithMr D M A RubinMr D Remedios067181122023-11-012024-10-31067181122024-10-31067181122023-10-3106718112core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-10-3106718112core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-10-3106718112core:CurrentFinancialInstrumentscore:WithinOneYear2024-10-3106718112core:CurrentFinancialInstrumentscore:WithinOneYear2023-10-3106718112core:Non-currentFinancialInstrumentscore:AfterOneYear2024-10-3106718112core:Non-currentFinancialInstrumentscore:AfterOneYear2023-10-3106718112core:CurrentFinancialInstruments2024-10-3106718112core:CurrentFinancialInstruments2023-10-3106718112core:Non-currentFinancialInstruments2024-10-3106718112core:Non-currentFinancialInstruments2023-10-3106718112core:ShareCapital2024-10-3106718112core:ShareCapital2023-10-3106718112core:SharePremium2024-10-3106718112core:SharePremium2023-10-3106718112core:RetainedEarningsAccumulatedLosses2024-10-3106718112core:RetainedEarningsAccumulatedLosses2023-10-3106718112core:SharePremiumcore:PriorPeriodIncreaseDecrease2022-10-3106718112core:RetainedEarningsAccumulatedLossescore:PriorPeriodIncreaseDecrease2022-10-3106718112core:ShareCapital2022-10-3106718112core:SharePremium2022-10-3106718112core:RetainedEarningsAccumulatedLosses2022-10-3106718112core:ShareCapitalOrdinaryShareClass12024-10-3106718112core:ShareCapitalOrdinaryShareClass12023-10-3106718112core:RevaluationReserve2023-10-3106718112bus:Director12023-11-012024-10-3106718112core:RetainedEarningsAccumulatedLosses2022-11-012023-10-31067181122022-11-012023-10-3106718112core:RetainedEarningsAccumulatedLosses2023-11-012024-10-3106718112core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-10-3106718112core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-11-012024-10-3106718112core:Subsidiary12023-11-012024-10-3106718112core:Subsidiary112023-11-012024-10-3106718112core:Subsidiary12024-10-3106718112core:WithinOneYear2024-10-3106718112core:WithinOneYear2023-10-3106718112bus:OrdinaryShareClass12023-11-012024-10-3106718112bus:OrdinaryShareClass12024-10-3106718112bus:OrdinaryShareClass12023-10-3106718112core:ContinuingOperations2022-11-012023-10-3106718112bus:PrivateLimitedCompanyLtd2023-11-012024-10-3106718112bus:SmallCompaniesRegimeForAccounts2023-11-012024-10-3106718112bus:FRS1022023-11-012024-10-3106718112bus:AuditExemptWithAccountantsReport2023-11-012024-10-3106718112bus:Director22023-11-012024-10-3106718112bus:Director32023-11-012024-10-3106718112bus:Director42023-11-012024-10-3106718112bus:Director52023-11-012024-10-3106718112bus:Director62023-11-012024-10-3106718112bus:FullAccounts2023-11-012024-10-31xbrli:purexbrli:sharesiso4217:GBP