| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| FLUSSO LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| FLUSSO LIMITED |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Profit and Loss Account | 8 |
| Balance Sheet | 9 |
| Statement of Changes in Equity | 10 |
| Notes to the Financial Statements | 11 |
| FLUSSO LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants & Statutory Auditors |
| 5 Technology Park |
| Colindeep Lane |
| Colindale |
| London |
| NW9 6BX |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of natural sciences research and development with respect to flow sensing technology. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| AUDITORS |
| The auditors, Grunberg & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FLUSSO LIMITED |
| Opinion |
| We have audited the financial statements of Flusso Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FLUSSO LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- |
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FLUSSO LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
| - the nature of the industry and sector, including the impact of the war in Ukraine and whether the financial results of our client differed from the industry trends; |
| - the legal and regulatory framework that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements; |
| - the matters discussed among the audit engagement team during the planning process regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
| Audit procedures performed included reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; discussions with the directors on their own assessment of the risks that irregularities may occur either as a result of fraud or error, their assessment of compliance with laws and regulations and whether they were aware of any instances of non-compliance, including any potential litigation or claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; inspection of relevant legal correspondence and board minutes; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| As a result of our assessment, it is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business. However, laws and regulations considered to have a direct effect on the financial statements included the UK Companies Act, Employment Laws, Tax and Pensions legislation and Health & Safety legislation. |
| No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. There is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FLUSSO LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Accountants & Statutory Auditors |
| 5 Technology Park |
| Colindeep Lane |
| Colindale |
| London |
| NW9 6BX |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| PROFIT AND LOSS ACCOUNT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| (6,252,022 | ) | (5,637,365 | ) |
| Other operating income |
| OPERATING LOSS | ( |
) | ( |
) |
| Interest payable and similar expenses | 4 | ( |
) | ( |
) |
| LOSS BEFORE TAXATION | 5 | ( |
) | ( |
) |
| Tax on loss | 6 | ( |
) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Owned |
| Tangible assets | 8 | 616,833 | 338,421 |
| Right-of-use |
| Tangible assets | 8, 13 | 353,887 | 494,918 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 10 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
11 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Share premium |
| Retained earnings | 15 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Flusso Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
| • | the requirements of IFRS 7 Financial Instruments: Disclosures; |
| • | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
| • | the requirements of the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; |
| • | the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; |
| • | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
| - | paragraph 79(a)(iv) of IAS 1; and |
| - | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
| • | the requirements of |
| - | paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows. |
| • | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
| • | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
| • | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
| New standards, amendments and IFRS interpretations and new relevant disclosure requirements |
| There are no amendments to accounting standards, or IFRS interpretations that are effective for the year ended 31 December 2024 that have a material impact on the company's financial statements. |
| During the financial year the company transitioned from FRS 102 to FRS 101. There were no material adjustments to the financial statements and the comparative figures on transition, other than the adjustment to brought forward reserves in the comparatives due ot the requirement to restate the Right ot Use assets in the comparative period.. |
| Tangible fixed assets |
| Short leasehold | - |
| Right of Use assets | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets, liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
| Financial assets |
| Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets. |
| At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs. |
| Impairment of financial assets |
| Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date. |
| The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. |
| For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables. |
| Financial liabilities |
| The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'. |
| Financial liabilities at fair value through profit or loss |
| Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if: |
| · it has been incurred principally for the purpose of selling or repurchasing it in the near term, or |
| · on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or |
| · it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument. |
| Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. |
| Other financial liabilities |
| Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding. |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| The tax expense represents the sum of the tax currently payable and deferred tax. |
| Current tax |
| The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company'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 is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the company has 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. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Where applicable the company will seek to claim recovery of a tax credit on the eligible expenditure by utilising the Above The Line Research and Development Expenditure Credit (ATL RDEC). The income for this is treated as income in the Profit & Loss account with the cash recovery being included in other debtors in the Balance Sheet. |
| 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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Leases |
| Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract. |
| Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term. |
| Under IFRS 16 leases are recognised at the amount equal to the present value of minimum lease payments, discounted at the incremental borrowing rate. These leases are classified as a right of use asset with a corresponding lease liability at the date at which the leased asset is available for use by the company. |
| Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. |
| A depreciation charge on the right of use asset as well as finance costs for the unwinding of the discounted element on the lease liability are recognised in the profit and loss account. |
| Employee benefit costs |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
| Leases |
| Leases are recognised at the amount equal to the present value of minimum lease payments, discounted at the incremental borrowing rate. These leases are classified as a right of use asset with a corresponding lease liability (see note 13) at the date at which the leased asset is available for use by the company. |
| Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. |
| A depreciation charge on the right of use asset as well as finance costs for the unwinding of the discounted element on the lease liability are recognised in the profit and loss account (see note 13). |
| Going concern |
| At present the company remains an R&D focused entity and therefore relies on either shareholder investment to continue this research or latterly since the acquisition in August 2022 on the non-recurring engineering projects or by interest bearing working capital loans made available to it by related parties within the group of companies to which it now belongs. |
| The accounts have been prepared on a going concern basis, since in the opinion of the directors, it is appropriate to assume that the company will receive the continued support of the shareholders for a period in excess of twelve months from the date of approval of these financial statements. |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Growth shares |
| The company operates a share-based payment scheme in the form of growth shares. Growth shares represent a specific equity-based compensation arrangement designed to provide employees and other stakeholders with an opportunity to participate in the growth and future success of the company. |
| Growth shares are initially recognised at fair value at grant date, and this is expensed over the vesting period. When the fair value of the growth shares cannot be measured reliably, they are recognised at their nominal value. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Wages and salaries | 2,913,930 | 2,292,967 |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| as restated |
| Research and development |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Directors' remuneration |
| 4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Bank loan interest |
| Loan |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | LOSS BEFORE TAXATION |
| The loss before taxation is stated after charging/(crediting): |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Cost of inventories recognised as expense |
| Depreciation - owned assets |
| Depreciation - assets on hire purchase contracts or finance leases |
| Profit on disposal of fixed assets | ( |
) | ( |
) |
| Auditors' remuneration |
| Foreign exchange differences |
| Grant income | - | 12,955 |
| Above the Line Research and Development Expenditure Credit | 435,954 | 306,140 |
| 6. | TAXATION |
| Analysis of tax expense |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Current tax: |
| Prior period notional tax expensed as not recoverable |
- |
41,990 |
| Total tax expense in profit and loss account |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 7. | PRIOR YEAR ADJUSTMENT |
| The prior year adjustment relates to an adjustment made as a result of the transition from FRS102 to FRS101, resulting in the capitalisation of FRS16 right of use assets and the corresponding lease liability for the same in the prior year as referred to in Note 19. Details of the transactions have been disclosed below. |
| There is no tax implication on the company in relation to the above adjustment. |
| Changes to the balance sheet. |
As previously reported | Adjustment | As restated at 31 December 2023 |
| £ | £ | £ |
| Tangible assets |
| Right-of-use assets | - | 494,918 | 494,918 |
| Creditors due within one year |
| Lease liability | - | (172,752 | ) | (172,752 | ) |
| Creditors due after one year |
| Lease liability | - | (361,306 | ) | (361,306 | ) |
| Net assets | (92,543 | ) | (39,140 | ) | (131,683 | ) |
| Capital and reserves |
| Retained earnings | (10,657,746 | ) | (39,140 | ) | (10,696,886 | ) |
| Total equity | (92,543 | ) | (39,140 | ) | (131,683 | ) |
| Changes to the profit and loss account |
As previously reported | Adjustment | As restated at 31 December 2023 |
| £ | £ | £ |
| Depreciation | 85,692 | 68,846 | 154,538 |
| Interest expense | 38,679 | 11,220 | 49,899 |
| Rent | 94,739 | (94,739 | ) | - |
| Other establishment costs | - | 12,225 | 12,225 |
| Loss for the financial period | 5,412,607 | (2,448 | ) | 5,410,159 |
| The total value of the prior period restatement is £41,588. This is made up of the £2,448 restatement which solely relates to 2023 plus the brought forward reserves difference of £39,140 which is the aggregate of the movement of previously reported rent and reallocation to depreciation and finance costs that would have taken place in those prior years if FRS101 had been adopted at the time. This is the value of the opening retained earnings change reported in Note 19 relating to First Year Adoption. |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Right of |
| Short | Use | Plant and |
| leasehold | assets | machinery |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Leases (see note 12) |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accrued expenses |
| 11. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Leases (see note 12) |
| 12. | FINANCIAL LIABILITIES - BORROWINGS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Current: |
| Leases (see note 13) | 121,534 | 172,752 |
| Non-current: |
| Leases (see note 13) | 239,772 | 361,306 |
| Terms and debt repayment schedule |
| 1 year or |
| less | 1-2 years | 2-5 years | Totals |
| £ | £ | £ | £ |
| Leases | 121,534 | 92,422 | 147,350 | 361,306 |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 13. | LEASING |
| Right-of-use assets |
| Tangible fixed assets |
| 2024 | 2023 |
| as restated |
| £ | £ |
| COST |
| At 1 January 2024 | 695,250 | 276,575 |
| Additions | - | 418,675 |
| 695,250 | 695,250 |
| DEPRECIATION |
| At 1 January 2024 | 200,332 | 131,487 |
| Charge for year | 141,031 | 68,845 |
| 341,363 | 200,332 |
| NET BOOK VALUE | 353,887 | 494,918 |
| Lease liabilities |
| Minimum lease payments fall due as follows: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Gross obligations repayable: |
| Within one year | 136,588 | 195,692 |
| Between one and five years | 256,265 | 392,854 |
| 392,853 | 588,546 |
| Finance charges repayable: |
| Within one year | 15,054 | 22,940 |
| Between one and five years | 16,493 | 31,548 |
| 31,547 | 54,488 |
| Net obligations repayable: |
| Within one year | 121,534 | 172,752 |
| Between one and five years | 239,772 | 361,306 |
| 361,306 | 534,058 |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | as restated |
| £ | £ |
| Ordinary shares | 0.01p | 50 | 45 |
| Growth shares | 0.01p | 2 | 2 |
| Deferred shares | 0.01p | - | - |
| 52 | 47 |
| During the year 41,400 Ordinary shares of 0.01p where issued for proceeds of £3,000,000. The premium of £2,999,996 has been credited to the share premium account. The share premium comprises the premium on issue of equity shares, net of any issue costs. |
| As at the period end, 22,116 (2023: 22,116) Growth Shares had been subscribed for and in the opinion of the directors the value of the growth shares cannot be determined reliably due to the company's ongoing growth phase and the uncertain prospects of future profitability. Therefore, the shares are recognised at their nominal value of 0.01p per share. |
| 15. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | ( |
) | (131,730 | ) |
| Deficit for the year | ( |
) | ( |
) |
| Cash share issue | - | 2,999,996 | 2,999,996 |
| At 31 December 2024 | ( |
) | (3,031,975 | ) |
| FLUSSO LIMITED (REGISTERED NUMBER: 10226707) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 16. | RELATED PARTY DISCLOSURES |
| QST Corporation Limited |
| A company within the group of which Flusso is a member |
| During the year, the company received bills from this related party totalling £128,006 (2023: £1,500,000) in relation NRE services. The amount unpaid at the year end was £1,628,006 (2023: £1,500,000). |
| During the year, the company issued invoices to this related party totalling £NIL (2023: £501,618) in relation to projects and evaluation kits. The amount unpaid at the year end was £NIL (2023: £1,618). |
| QST Solutions Limited |
| A company within the group of which Flusso is a member |
| During the year, the company received bills from this related party totalling £550,000 (2023: £100,000) in relation NRE services. The amount unpaid at the year end was £650,000 (2023: £100,000). |
| During the year, the company issued invoices to this related party totalling £309 (2023: £500,000) in relation to evaluation kits. The amount unpaid at the year end was £309 (2023: £NIL). |
| During the year, the company received loans totalling £1,900,000 (2023: £NIL) from this related party. The amount unrepaid at the year end was £1,900,000. |
| All amounts owed at the year end for all related parties above are incurred in the normal course of business, are interest free and are payable on demand. |
| 17. | DEFERRED TAXATION |
| At 31 December 2024, the company has a total unrecognised deferred tax liability of £142,668 (2023: £84,605) and deferred tax asset of £3,658,728 (2023: £2,201,783). As the company is loss making and there is uncertainty that the company will generate profits in the near future, no deferred tax has been recognised. |
| 18. | FIRST YEAR ADOPTION |
| There are no material changes other than the capitalisation of the FRS16 Right of Use assets which have been capitalised on the transition from FRS102 to FRS101. The Prior Year adjustment to restate the opening position in the comparatives resulted in the cumulative losses increasing by £41,588 as at 1 January 2023. |