| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| UNAUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| SOLIVUS LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| UNAUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| SOLIVUS LIMITED |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Balance Sheet | 4 |
| Notes to the Financial Statements | 5 |
| SOLIVUS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| 2nd Floor |
| Medway Bridge House |
| 1-8 Fairmeadow |
| Maidstone |
| Kent |
| ME14 1JP |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITY |
| Solivus is a team of Engineers, Designers, Installers and Financial Experts all with one goal - to help decarbonise the built environment. |
| Clients with large commercial buildings choose Solivus because structural issues do not allow the weight of conventional solar, aircraft hangars may have glint and glare issues, no roof penetration is preferred (which our techniques allow) and because we respect, look after our clients and make things straight forward. |
| Solivus is positioned as providing Solar-As-Service. Not only do we design and install but provide an ongoing service for customers for up to the 25 year life of the solar. We deliver maintenance and monitoring, cleaning, reporting, energy trading and finance. |
| Solivus uses panels that are up to 70% lighter than traditional solar and our specialist application techniques mean our systems are quick and easy to install, providing as little disruption to business operations as possible. |
| REVIEW OF BUSINESS |
| Review of the business revenue KPI's, with a year end on 31 March; |
| KPI's | FY 25 | FY 24 | FY 23 | FY 22 |
| Revenue | £1.9m | £1.6m | £0.4m | £0.2m |
| During the year, the company successfully completed the Farnborough Airport (1.8MW) installation, which commenced in FY 24. This installation is performing above expectations, providing 25% of the airport's electricity requirement and has been a successful demonstration of the Solivus products and services. A number of customers have visited the site, including Tesco, which led to a subsequent installation order. Solivus has also brokered the selling of surplus energy from the installed solar system at Farnborough Airport, delivering further benefits to the airport. |
| Solivus also completed an installation at Astute Electronics (0.2MW) during the year as well as a project on an HS2 compound (0.1MW), which incorporated lightweight solar panels on construction cabins along with batteries and a hydrogen powered generator - removing the reliance for diesel as a power source. |
| Finally, the project at Tesco Watford (0.4MW) started toward the end of year and was completed in FY 26. This project was on a membrane roof and used a novel fixing and installation technique, the first done by Solivus and the successful completion of this project showcased the company's ability to deliver large-scale lightweight solar solutions to these types of roofs. Several potential customers have similar roof structures and having this installation as a reference has supported business development. |
| Other income was generated from feasibilities studies and the annual inspection and maintenance of previously installed lightweight solar systems. |
| At the time of this report, the company has a very strong pipeline and is in advanced discussions with a number of customers for projects. These projects are across a number of sectors, including sports stadiums, data centres, airports, supermarkets and large logistic buildings. The company has also started to receive enquiries from outside the UK for its lightweight solar solutions. |
| A 0.1MW project is due to start shortly and whilst modest in size, is on an iconic building in London, contributing to the energy demand of the building and supporting the ESG objects of the building owner. |
| As we look forward, we have seen an increase in enquires as the benefits of light weight solar installations become wider know. The recent conflict in the Middle East has also highlighted the need for self generation for companies to protect them from regional and global economic factors. |
| The Solivus Arc |
| During FY 25, further research took place on the Solivus Arc and we continue to collect data and refine the design on test models. |
| Finance |
| During FY 25, the company raised £1.7m through the sale of equity, including a crowdfunding round. These funds have been used to support overheads, grow and mature the new business pipeline and further research and development on our products and services. |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Looking ahead |
| The Directors are very grateful for the ongoing support of the Company's investors, suppliers, other stakeholders. |
| Finally, the Directors would like to thank their colleagues for their hard work and dedication over the last twelve months. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report. |
| GOING CONCERN |
| Accounting standards require the directors to consider the appropriateness of going concern basis when preparing the financial statements. The directors consider that going concern basis is appropriate on the basis of the amount of cash available, the company's liabilities along with forecast expectations, current orders, future funding plans (see note 14) and current trading as set out in the review of the business. |
| Solivus is currently transitioning from a start up business to a scale up operation. To date, the company has been reliant on a combination of investment funding and proceeds from solar sales in order to maintain adequate working capital and meet its obligations as they fall due, and this is expected to remain the case in the short term. |
| The directors are currently engaged in discussions with a number of existing and potential investors regarding additional substantial equity funding, with discussions having progressed to an advanced stage. Whilst some but not all have binding agreements currently in place, the directors remain encouraged by the level and stage of interest received. |
| The directors anticipate that significant proceeds from sales will commence within the coming weeks. As sales activity increases, it is expected that future investment funding will increasingly be utilised to support and accelerate the growth of the business as part of its scale up strategy, rather than to fund day to day operations. |
| Based on ongoing discussions with investors regarding larger investment commitments, anticipated sales activity, the continued support demonstrated by existing shareholders, and the additional potential funding opportunities available through the two crowdfunding platforms represented on the company's cap table, comprising approximately 6,000 investors, the directors have a reasonable expectation that sufficient funding and sales revenues will be achieved to enable the company to continue operating and to meet its liabilities as they fall due. |
| The directors therefore believe that the company has sufficient resources to continue in operational existence for the foreseeable future and the financial statements have therefore been prepared on a going concern basis. |
| DIRECTORS |
| Post year end but before the date of signing this report, Natasha Blick was appointed as a director. She resigned prior to the date of signing this report. |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| BALANCE SHEET |
| 31 MARCH 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| Investments | 6 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Share premium |
| Shares to be issued |
| Share option reserve |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| 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. |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 1. | STATUTORY INFORMATION |
| Solivus Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| Accounting standards require the directors to consider the appropriateness of going concern basis when preparing the financial statements. The directors consider that going concern basis is appropriate on the basis of the amount of cash available, the company's liabilities along with forecast expectations, current orders, future funding plans (see note 14) and current trading as set out in the review of the business. |
| Solivus is currently transitioning from a start up business to a scale up operation. To date, the company has been reliant on a combination of investment funding and proceeds from solar sales in order to maintain adequate working capital and meet its obligations as they fall due, and this is expected to remain the case in the short term. |
| The directors are currently engaged in discussions with a number of existing and potential investors regarding additional substantial equity funding, with discussions having progressed to an advanced stage. Whilst some but not all have binding agreements currently in place, the directors remain encouraged by the level and stage of interest received. |
| The directors anticipate that significant proceeds from sales will commence within the coming weeks. As sales activity increases, it is expected that future investment funding will increasingly be utilised to support and accelerate the growth of the business as part of its scale up strategy, rather than to fund day to day operations. |
| Based on ongoing discussions with investors regarding larger investment commitments, anticipated sales activity, the continued support demonstrated by existing shareholders, and the additional potential funding opportunities available through the two crowdfunding platforms represented on the company's cap table, comprising approximately 6,000 investors, the directors have a reasonable expectation that sufficient funding and sales revenues will be achieved to enable the company to continue operating and to meet its liabilities as they fall due. |
| The directors therefore believe that the company has sufficient resources to continue in operational existence for the foreseeable future and the financial statements have therefore been prepared on a going concern basis. |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Installation and design fees are recognised at fair value at agreed milestones with the final payment being on installation of the solar system. |
| Revenue from service and maintenance is recognised over the period service is provided. |
| 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. |
| During the year, the directors carried out a review of the useful economic lives of the company's intangible assets.As a result of this review, the directors concluded that the previously applied amortisation period was no longer appropriate. |
| Accordingly, the useful economic life has been revised from 5 year to 10 years. This change constitutes a change in accounting estimate in accordance with FRS 102 and has therefore been applied prospectively from the date of change. |
| The effect of this revision has been to decrease the amortisation charge for the current year by £99,407. The impact on future periods is expected to be a corresponding decrease in annual amortisation charges over the remaining useful economic life of the assets. |
| Research costs are expensed as incurred. |
| Tangible fixed assets |
| Long leasehold | - |
| Plant and machinery | - |
| Office equipment | - |
| Computer equipment | - |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| 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. |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. |
| Creditors |
| Short term creditors are measured at the transaction price. |
| Cash and cash equivalents |
| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with no significant risk of change in value. |
| Financial instruments |
| The company only enters into basic financial instrument transactions that result in the recognition of the financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Development |
| costs |
| £ |
| Cost |
| At 1 April 2024 |
| Additions |
| At 31 March 2025 |
| Amortisation |
| At 1 April 2024 |
| Amortisation for year |
| At 31 March 2025 |
| Net book value |
| At 31 March 2025 |
| At 31 March 2024 |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 5. | TANGIBLE FIXED ASSETS |
| Long | Plant and | Office | Computer |
| leasehold | machinery | equipment | equipment | Totals |
| £ | £ | £ | £ | £ |
| Cost |
| At 1 April 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 March 2025 |
| Depreciation |
| At 1 April 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 March 2025 |
| Net book value |
| At 31 March 2025 |
| At 31 March 2024 |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| Cost |
| Additions |
| At 31 March 2025 |
| Net book value |
| At 31 March 2025 |
| 7. | DEBTORS |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Other debtors |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Taxation and social security |
| Other creditors |
| 9. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £0.0001 | 633 | 563 |
| Ordinary B | £0.0001 | 560 | 560 |
| 1,193 | 1,123 |
| 425,987 Ordinary shares of £0.0001 each were allotted as fully paid at a premium of £3.21 per share during the year. |
| 117,680 Ordinary shares of £0.0001 each were allotted as fully paid at a premium of £2.86 during the year. |
| 140,000 Ordinary shares of £0.0001 each were allotted as fully paid at a premium of £2.00 during the year. |
| 14,286 Ordinary shares of £0.0001 each were issued at par during the year. |
| Share particulars |
| The Ordinary shares have full voting rights, dividends and capital rights; not redeemable or liable to redemption. |
| The Ordinary B shares have attached to them full voting, dividend and capital distribution rights and are not redeemable. The Ordinary B shares also have attached to them enhanced voting rights where the company's shareholders vote on a written resolution or where a vote at a general meeting of the company's shareholders is held by way of a poll vote. |
| 11. | PENSION COMMITMENTS |
| The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date, there were £37,943 contributions (2024: £8,866) owed to the fund. |
| 12. | RELATED PARTY DISCLOSURES |
| Directors |
| The company maintains an interest free loan accounts, which is repayable on demand, with the Directors of the entity. At the year end, the company owes £nil (2024: £460) to the Directors for expenses paid on behalf of the company. |
| SOLIVUS LIMITED (REGISTERED NUMBER: 10076849) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 13. | POST BALANCE SHEET EVENTS |
| Since the end of FY 25 and to the date of this report, the company has raised a further £2.0m through the sale of equity. The company is in discussions with a number of Ultra High Net Worth individuals and Family Offices about a significant investment into Solivus to support the growth to delivery the established pipeline through additional staff, research and development, marketing and public relations. |
| 14. | ULTIMATE CONTROLLING PARTY |
| The controlling party is J M Parker-Swift. |
| 15. | SHARE BASED PAYMENT TRANSACTIONS |
| During the year, no share options were granted in relation to the 2022 scheme (2024: none). None (2024: 18,012) of these options vested, and 14,286 (2024: 130,000) options were exercised, leaving 40,000 options remaining. The only vesting condition being that the holder is an employee during the vesting period. The options outstanding had an exercise price of £0.0001 per share. The estimated fair values of the options outstanding as at 31 March 2025 was £2.10 per option. The fair value of the options issued during the prior period have been determined using a Black-Scholes-Merton pricing model with the assumption of a 20% leaver rate giving a total valuation after the leaver provision of £67,197 after the options exercised above (2024: £91,196). |
| During the year, a second share option scheme was established. A total of 1,177,750 share options were granted. The only vesting condition being that the holder is an employee during the vesting period and the options will vest at the earlier of an exit event and 1st October 2033. The options outstanding had an exercise price of £0.90 per share. The estimated fair values of the options outstanding as at 31st March 2025 was £0.35 per option. The fair value of the options issued during the period have been determined using a Black-Scholes-Merton pricing model with the assumption of a 10% leaver rate giving a total valuation after the leaver provision of £372,885. |