JW COLOURSYSTEM LTD


Directors	DAVIES, Jonathan Gray
	WALKER, Thomas
	WOOD, Joshua John


Company Secretary	OHS SECRETARIES LIMITED


Registered Address	9th Floor 107 Cheapside
	London
	EC2V 6DN


Registered Number	10619996 (England and Wales)

Statement of Financial Position
31 December 2024

	Notes	2024		2023
		£	£	£	£
Fixed assets
Investments	3		14,121		14,121
			14,121		14,121
Current assets
Debtors		10,219,707		10,048,946
Cash at bank and on hand		281,043		449,637
		10,500,750		10,498,583
Creditors amounts falling due within one year	4	(885)		(1)
Net current assets (liabilities)			10,499,865		10,498,582
Total assets less current liabilities			10,513,986		10,512,703
Creditors amounts falling due after one year	5		(3,337,229)		(3,334,954)
Net assets			7,176,757		7,177,749
Capital and reserves
Called up share capital			38,685		38,685
Share premium			6,941,703		6,941,703
Other reserves			941,608		941,608
Profit and loss account			(745,239)		(744,247)
Shareholders' funds			7,176,757		7,177,749

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.
The members have agreed to the preparation of abridged accounts for this accounting period in accordance with section 444(2A).

The financial statements were approved and authorised for issue by the Board of Directors on 2 December 2025, and are signed on its behalf by:

DAVIES, Jonathan Gray
Director

WOOD, Joshua John
Director

Registered Company No. 10619996

JW COLOURSYSTEM LTD

Notes to the Financial Statements
for the year ended 31 December 2024

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

	Going concern
	The company meets its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty over (a) the level of demand for the group’s products; and (b) the availability of bank finance for the foreseeable future. The company´s forecasts and projections, taking account of a severe but plausible change in trading performance, show that the company should be able to operate within the level of its current facilities. The directors are in negotiations with the holders of the convertible loan notes to convert them to equity before the maturity date on January 4, 2026". After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Going concern

The company meets its day-to-day working capital requirements through its bank facilities.
The current economic conditions continue to create uncertainty over (a) the level of demand
for the group’s products; and (b) the availability of bank finance for the foreseeable future.
The company´s forecasts and projections, taking account of a severe but plausible change in
trading performance, show that the company should be able to operate within the level of its
current facilities. 

The directors are in negotiations with the holders of the convertible loan notes to convert them to equity before the maturity date on January 4, 2026".

After making enquiries, the directors have a reasonable expectation that the
company has adequate resources to continue in operational existence for the foreseeable future.

The company therefore continues to adopt the going concern basis in preparing its financial
statements.

	Revenue from sale of goods
	Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. 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.

Revenue from sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. 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.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Current or deferred taxation assets and liabilities are not discounted.

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

	Financial instruments
	The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Compound Financial Instruments Compound financial instruments issued by the company comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value. The liability component of a compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

Compound Financial Instruments
Compound financial instruments issued by the company comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component.

Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method.

The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

2.	Average number of employees
	The company has no employees.


		2024		2023
	Average number of employees during the year	0		0

3.	Fixed asset investments

		Total
		£
	Cost or valuation
	At 01 January 24	14,121
	At 31 December 24	14,121
	Net book value
	At 31 December 24	14,121
	At 31 December 23	14,121

4.	Creditors: amounts due within one year

	2024	2023
	£	£
Trade creditors / trade payables	134	-
Accrued liabilities and deferred income	751	1
Total	885	1


	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

5.	Creditors: amounts due after one year

	2024	2023
	£	£
Convertible loans	3,337,229	3,334,954
Total	3,337,229	3,334,954


	Convertible Loan Notes The company issued convertible loan notes of £1,015,000 on December 7, 2021. The term is 18 months from the date of issue. Interest accrues on the principal amount at 3% per annum, payable on conversion. The debt is convertible into the most senior class of shares that are in issue at the date of maturity at the conversion price. The conversion price is determined by the lowest price per share paid by investors in the latest round of funding. There is also a 20% discount rate. The £1,015,000 plus interest which matured on July 7, 2023 will be converted to Ordinary Shares in accordance with the terms of the Convertible Loan Note dated January 7, 2021. The company issued convertible loan notes of £2,595,292 on January 7, 2021. These include £1,297,616 from The Future Fund. The term is 36 months from the date of issue. Interest accrues on the principal amount at 8% per annum, payable on conversion. The debt is convertible into the most senior class of shares that are in issue at the date of maturity at the conversion price. The conversion price is determined by the lowest price per share paid by investors in the latest round of funding. There is also a 20% discount rate. Included within Creditors amounts falling due after one year is a Convertible Loan note amount of £1,297,645 plus interest invested by the Future Fund which matures on January 4, 2026. Included with Creditors amounts falling due after one year is a Convertible Loan note amount of £996,200 plus interest invested by Index Ventures which matures on January 4, 2026. Concerning the holders of the balance of the loan notes, the maturity date was extended to January 2026. The directors are in negotiations with the holders of the convertible loan notes to convert them to equity before the maturity date on January 4, 2026.

Convertible Loan Notes
The company issued convertible loan notes of £1,015,000 on December 7, 2021. The term is 18 months from the date of issue. Interest accrues on the principal amount at 3% per annum, payable on conversion.  The debt is convertible into the most senior class of shares that are in issue at the date of maturity at the conversion price.  The conversion price is determined by the lowest price per share paid by investors in the latest round of funding. There is also a 20% discount rate.
The £1,015,000 plus interest which matured on July 7, 2023  will be converted to Ordinary Shares in accordance with the terms of the Convertible Loan Note dated January 7, 2021.

The company issued convertible loan notes of £2,595,292 on January 7, 2021. These include £1,297,616 from The Future Fund.  The term is 36 months from the date of issue. Interest accrues on the principal amount at 8% per annum, payable on conversion.  The debt is convertible into the most senior class of shares that are in issue at the date of maturity at the conversion price.   The conversion price is determined by the lowest price per share paid by investors in the latest round of funding. There is also a 20% discount rate.

Included within Creditors amounts falling due after one year is a Convertible Loan note amount of £1,297,645 plus interest invested by the Future Fund which matures on January 4, 2026. 

Included with Creditors amounts falling due after one year is a Convertible Loan note amount of £996,200 plus interest invested by Index Ventures which matures on January 4, 2026.  

Concerning the holders of the balance of the loan notes, the maturity date was extended to January 2026.

The directors are in negotiations with the holders of the convertible loan notes to convert them to equity before the maturity date on January 4, 2026.