1.
General Information
Charlie OS Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
09940754
. The registered office is 20-22 Wenlock Road, London, N1 7GU.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
The company has taken advantage of the exemption provided by Section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as the group qualifies as a small group, as defined by Section 383 of the Companies Act 2006. As such, these financial statements present information about the company as an individual entity and not about its group.
The company has taken advantage of the exemption provided by Section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as the group qualifies as a small group, as defined by Section 383 of the Companies Act 2006. As such, these financial statements present information about the company as an individual entity and not about its group.
2.2.
Going Concern Disclosure
These financial statements have been prepared on a going concern basis.
The company has net liabilities, primarily due to an intercompany loan. However, it was profitable during the year and is forecasting continued profitability over the next 12 months. The company also has a net current asset position, and the directors have reviewed forecasts which demonstrate that it is expected to meet its obligations as they fall due. As a result, the directors consider it appropriate to prepare the financial statements on a going concern basis.
2.3.
Significant judgements and estimations
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates if necessary. It also requires management to exercise judgement in applying the company accounting policies.
2.4.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.6.
Financial Instruments
2.6.
Financial Instruments - continued
The company 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 company's balance sheet when the company becomes a 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.
...CONTINUED
Charlie OS Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
Classification of financial instruments
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, 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 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 at amortised cost using the effective interest method.
2.7.
Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.8.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
During the prior year, a provision of £16,497 was recognised in respect of a potential R&D tax credit. No claim was made, and the provision has been reversed in the current year.
During the prior year, a provision of £16,497 was recognised in respect of a potential R&D tax credit. No claim was made, and the provision has been reversed in the current year.
2.9.
Pensions
The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable.
2.10.
Share-based payments
The Company operates equity-settled share-based payment schemes. Equity-settled share based payments are measured at fair value at the date of the grant which is then expensed over the vesting period. Fair value is determined by reference to option pricing models, principally the Black-Scholes model. Expected life in the models has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restriction and behavioural consideration.
Charlie OS Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 38 (2023: 41)
4.
Tangible Assets
| Fixtures & Fittings | |
|---|---|
| £ | |
| Cost | |
| As at 1 January 2024 |
|
| As at 31 December 2024 |
|
| Depreciation | |
| As at 1 January 2024 |
|
| Provided during the period |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 January 2024 |
|
5.
Debtors
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors | - |
|
|
| Other debtors | 90,571 | 119,933 | |
|
|
|
||
6.
Creditors: Amounts Falling Due Within One Year
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Other loans |
|
|
|
| Other creditors | 86,168 | 53,408 | |
| Taxation and social security |
|
|
|
|
|
|
||
7.
Creditors: Amounts Falling Due After More Than One Year
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans | - |
|
|
| Amounts owed to group undertakings |
|
|
|
|
|
|
||
Charlie OS Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
9.
Related Party Transactions
The Company has an inter-company balance of £2,257,269 (2023: £2,257,445) relating to a long term loan payable to Charlie HR Ltd. The loan is interest free.
10.
Ultimate Controlling Party
The company's ultimate parent undertaking is Charlie HR Limited.
11.
Share-Based Payment Transactions
Approved Share Option Plan
The Company operates an Approved EMI Share Option Plan where certain employees are granted options to purchase shares in the company. On exercise of the options by the employees, the Company issues new shares.
Since scheme inception in 2016 options have been granted regularly at various exercise prices. The vesting schedule varies with each grant but in all instances, the options are only exercisable on a sale event so at the balance sheet date, no options are eligible to be exercised.
The Company operates an Approved EMI Share Option Plan where certain employees are granted options to purchase shares in the company. On exercise of the options by the employees, the Company issues new shares.
Since scheme inception in 2016 options have been granted regularly at various exercise prices. The vesting schedule varies with each grant but in all instances, the options are only exercisable on a sale event so at the balance sheet date, no options are eligible to be exercised.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year under the Approved EMI Share Option Plan.
The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes similar to the scheme the Company have in place.
EMI Scheme
|
EMI Scheme
|
2024
No. ![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
2024
WAEP £
|
2023
No.
|
2023
WAEP £
|
|
Outstanding at 1 January
|
110,560
|
0.71
|
102,284
|
0.71
|
|
Granted during the year
|
12,900
|
0.71
|
10,167
|
0.71
|
|
Lapsed during the year
|
(572)
|
0.71
|
(1,891)
|
0.71
|
|
Outstanding at 31 December
|
122,888
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
<line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
0.71
|
110,560
|
0.71
|
|
Exercisable at 31 December
|
-
|
-
|
-
|
-
|
The total charge for approved options was (£35,144) (2023: £23,871).
...CONTINUED
Charlie OS Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
EBT Scheme
The company operates an EMI scheme through an Employee Benefit Trust (EBT). The EBT holds the legal obligation to settle options, but the company quasi-consolidates the EBT and accounts for the options as equity-settled under FRS 102 Section 26.
A share-based payment expense is recognised in profit or loss on grant or vesting, with a corresponding credit to the EMI share option reserve. On exercise, proceeds are received via the EBT, and any remaining reserve is released to retained earnings.
|
EBT Scheme
|
2024
No.
|
2024
WAEP £
|
2023
No.
|
2023
WAEP £
|
|
Outstanding at 1 January
|
49,652
|
0.71
|
43,654
|
0.71
|
|
Granted during the year
|
-
|
-
|
5,998
|
0.71
|
|
Outstanding at 31 December
|
49,652
|
0.71
|
49,652
|
0.71
|
|
Exercisable at 31 December
|
-
|
-
|
-
|
-
|
There was no charge in the period (2023: £22,701)