Registration number:
CSCS Holdings Ltd
for the Year Ended 31 March 2025
CSCS Holdings Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
CSCS Holdings Ltd
Company Information
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Directors |
G J Palmer K A Mcclellan R H Brown P M Tselentis S P Westly |
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Company secretary |
M Rychlewska |
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Registered office |
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Auditors |
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CSCS Holdings Ltd
Strategic Report for the Year Ended 31 March 2025
Introduction
The directors present their Strategic Report for CSCS Holdings Ltd and its subsidiary undertakings (together, "the Group") for the year ended 31 March 2025. The Group trades under the Circulor brand and provides digital product passport and regulatory compliance technology, principally for battery materials and critical minerals supply chains.
The current financial year covers a twelve-month period. The comparative period covered fifteen months. Where the directors refer below to underlying or comparable growth, the prior period has been annualised to a twelve-month equivalent. This is a non-statutory basis presented to aid comparison and, unless stated otherwise, it is applied consistently to both the revenue and the cost measures discussed in this report.
Business Review
Demand for the Group’s platform continued to be driven by the implementation of supply chain regulation, including the EU Battery Regulation, digital product passport initiatives, and broader supply chain due diligence requirements. During the year the Group continued to transition its commercial model from flat-fee subscriptions towards volume-based subscription contracts, under which the annual charge scales with a customer’s production volumes. A number of global automotive manufacturers and battery cell producers contracted on this basis during the year, and the Group extended its activity in the North American and Asian markets alongside its established European base.
The public launch during the period of the first battery passport for a production vehicle generated increased inbound interest from manufacturers preparing for regulatory compliance.
The directors recognise that, under the volume-based model, the conversion of contracted revenue into recognised income and into cash builds over time as customers’ production volumes ramp and as implementation progresses.
The Group continued to invest in the scalability, automation and resilience of its platform, including self-service onboarding intended to reduce the cost of customer implementation, and continued its evolution from a battery passport product towards incorporating a broader Trust & Assurance proposition into its original offering. The Group worked with implementation and advisory partners to extend delivery capacity and market reach while containing its own cost base, and the delivery organisation met its contractual commitments through a period of cost reduction and constrained headcount.
CSCS Holdings Ltd
Strategic Report for the Year Ended 31 March 2025 (continued)
Financial Review
Revenue for the year was £2.82m (fifteen months ended 31 March 2024: £2.67m). On a comparable twelve-month basis, revenue increased by approximately 32%, reflecting adoption of the volume-based subscription model and expansion within existing accounts. Measured against the longer statutory comparative period, turnover increased by approximately 5%.
The gross profit margin was stable at 71% (2024: 71%), reflecting the scalability of the platform.
Administrative expenses were £8.3m (fifteen months ended 31 March 2024: £11.57m). On a comparable twelve-month basis this represents a reduction of approximately 10%, achieved through simplification of the operating model, increased automation and the use of delivery partners, while continuing to invest in the platform.
The loss for the financial year was £6.5m (fifteen months ended 31 March 2024: £9.4m); the loss before taxation was £6.3.m (fifteen months ended 31 March 2024: £9.7m). The reduction reflects revenue growth together with the lower cost base.
The Group ended the year with cash of £1.09m (2024: £7.37m) and net assets of £0.67m (2024: £6.63m). The reduction in cash reflects the operating loss for the year. Collection of receivables, in particular from certain overseas customers, remained an area of focus, and bad debts of £0.24m were written off during the year (2024: £0.15m).
Funding and going concern
Since the year end the Group has strengthened its funding position. In May 2025 it raised £4.5m through a convertible loan note. The note converts into equity on maturity in May 2027 and is accordingly not repayable in cash within the going concern assessment period. During the current period the Group has also implemented a significant restructuring of its cost base.
The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. On the basis of those forecasts, the Group’s reduced cost base and its contracted revenues, the directors consider that the Group has sufficient resources to continue in operational existence without the need for further financing over the forecast period, and they expect the Group to reach a monthly operating break-even position during the forecast period. The forecasts are sensitive to the timing of customer collections, the receipt of R&D tax credits, and the conversion of the Group’s contracted and prospective pipeline into cash. The directors have taken these sensitivities into account in adopting the going concern basis of preparation, as set out further in note 2 to the financial statements.
CSCS Holdings Ltd
Strategic Report for the Year Ended 31 March 2025 (continued)
Principal risks
Although the Group is entitled to the exemptions available to small companies, the directors consider it appropriate to summarise the principal risks and uncertainties affecting the business:
• Funding and liquidity - the Group remains loss-making and operates with limited cash headroom. The forecasts on which the going concern basis is founded depend on receipts arriving broadly on schedule; a material delay in significant collections or in research and development tax credits would reduce headroom and could require the Group to secure additional financing.
• Revenue conversion - a significant proportion of the Group’s contracted value is volume-based and multi-year, such that recognised revenue and cash build over time rather than immediately on contract signature.
• Customer credit and concentration - revenue is concentrated among a relatively small number of enterprise customers, including overseas customers where the timing of collection has been less predictable.
• Regulatory timing - customer demand is closely linked to the pace of regulatory implementation, the timing of which is outside the Group’s control.
Financial Key Performance Indicators
Underlying turnover growth: approximately 32% (2024: 17%)
Gross profit margin: 71% (2024: 71%)
Underlying administrative cost optimisation: 28% reduction (2024: 22% reduction)
Loss for the year: £6.5 million (fifteen months ended 31 March 2024: £9.4 million)
Outlook
The directors expect demand for Trust & Assurance and digital product passport solutions to continue to develop as regulatory timelines approach. The Group’s priorities are to convert its contracted pipeline into recognised revenue and cash, to maintain its reduced cost base, and to manage working capital and collections, with the objective of reaching break-even from its existing resources.
Approved and authorised by the
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CSCS Holdings Ltd
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the for the year ended 31 March 2025.
Directors of the group
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
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CSCS Holdings Ltd
Independent Auditor's Report to the Members of CSCS Holdings Ltd
Qualified opinion
We have audited the financial statements of CSCS Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's 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 qualified opinion on financial statements
In prior years the group issued equity and cash settled share options, recognising an expense based on their fair value at grant. For cash settled options, the group is also required to recognise in the profit and loss account the change in fair value through to the balance sheet date. In respect of the fair values of the cash settled options at 31 March 2025 the directors were unable to provide evidence to support the amounts used. As such, we were unable to obtain sufficient appropriate audit evidence to support the fair value of cash settled options at the year end, for which an expense of £63,378 was recognized nor the balance sheet liability for cash settled options of £364,456. Consequently we were unable to determine whether any adjustment to these amounts was necessary. In addition, were any adjustments to the share based payments expense or liability to be required, the strategic report and directors report would also need to be amended.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified opinion.
CSCS Holdings Ltd
Independent Auditor's Report to the Members of CSCS Holdings Ltd (continued)
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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. |
CSCS Holdings Ltd
Independent Auditor's Report to the Members of CSCS Holdings Ltd (continued)
Responsibilities of directors
As explained more fully in the [set out on page 2], 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 is 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.
Auditor 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 an auditor’s report 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:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Officers and other management (as required by auditing standards).
• We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting (including related trade union legislation) and taxation legislation.We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.
• With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers.
• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
• We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
CSCS Holdings Ltd
Independent Auditor's Report to the Members of CSCS Holdings Ltd (continued)
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 an auditor’s report 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.
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For and on behalf of
Bromyard Avenue
W3 7BP
CSCS Holdings Ltd
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
|
Note |
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
- |
|
|
Operating loss |
(6,331,747) |
(9,675,882) |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
64,585 |
8,922 |
||
|
Loss before tax |
(6,267,162) |
(9,666,960) |
|
|
Tax on loss |
( |
|
|
|
Loss for the financial year |
(6,496,705) |
(9,400,828) |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
CSCS Holdings Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation gains/(losses) |
|
( |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
CSCS Holdings Ltd
(Registration number: 12006152)
Consolidated Balance Sheet as at 31 March 2025
|
Note |
12 months to 31.03.25 |
(As restated) |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
2,255 |
2,216 |
|
|
Share premium account |
32,964,924 |
32,964,924 |
|
|
Other reserves |
714,518 |
541,063 |
|
|
Profit and loss account |
(33,011,091) |
(26,880,638) |
|
|
Equity attributable to owners of the company |
670,606 |
6,627,565 |
|
|
Shareholders' funds |
670,606 |
6,627,565 |
Approved and authorised by the
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CSCS Holdings Ltd
(Registration number: 12006152)
Balance Sheet as at 31 March 2025
|
Note |
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current (liabilities)/assets |
( |
|
|
|
Total assets less current liabilities |
( |
|
|
|
Provisions for liabilities |
- |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
2,255 |
2,216 |
|
|
Share premium account |
32,964,924 |
32,964,924 |
|
|
Other reserves |
566,259 |
526,940 |
|
|
Profit and loss account |
(34,019,859) |
(33,757,570) |
|
|
Shareholders' deficit |
(486,421) |
(263,490) |
The company made a loss after tax for the financial year of £628,541 (2024 - loss of £33,044,515).
Approved and authorised by the
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CSCS Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Called up |
Share |
Foreign currency translation reserve |
Share |
Profit and |
Total |
|
|
At 1 April 2024 |
|
|
|
|
( |
|
|
Prior period adjustment |
- |
- |
- |
- |
( |
( |
|
At 1 April 2024 (As restated) |
|
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
- |
( |
( |
|
Currency translation differences |
- |
- |
|
- |
- |
|
|
Total comprehensive income |
- |
- |
|
- |
( |
( |
|
Shares issued during the year |
|
- |
- |
- |
- |
|
|
Transfer of exercised options |
- |
- |
- |
(366,252) |
366,252 |
- |
|
Share option expense charge |
- |
- |
- |
405,571 |
- |
405,571 |
|
At 31 March 2025 |
|
|
|
|
( |
|
|
Called up |
Share |
Foreign |
Share based payment reserve |
Profit and |
Total |
|
|
At 1 January 2023 |
|
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
- |
( |
( |
|
Currency translation differences |
- |
- |
( |
- |
- |
( |
|
Total comprehensive income |
- |
- |
( |
- |
( |
( |
|
Transfer of exercised options |
- |
- |
- |
(252,920) |
252,920 |
- |
|
Share option expense charge |
- |
- |
- |
298,239 |
- |
298,239 |
|
At 31 March 2024 |
2,216 |
32,964,924 |
14,123 |
526,940 |
(26,880,638) |
6,627,565 |
CSCS Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Share premium |
Other reserves |
Retained earning |
Total |
|
|
At 1 April 2024 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
- |
|
|
Transfers |
- |
- |
(366,252) |
366,252 |
- |
|
Other movements on reserves |
- |
- |
405,571 |
- |
405,571 |
|
At 31 March 2025 |
|
|
|
( |
( |
|
Share capital |
Share premium |
Other reserves |
Retained earning |
Total |
|
|
At 1 January 2023 |
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
Transfers |
- |
- |
(252,920) |
252,920 |
- |
|
Other movements on reserves |
- |
- |
298,239 |
- |
298,239 |
|
At 31 March 2024 |
2,216 |
32,964,924 |
526,940 |
(33,757,570) |
(263,490) |
CSCS Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 March 2025
|
Note |
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
(Profit)/loss on disposal of tangible assets |
( |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Share based payment transactions |
|
|
|
|
Income tax expense |
|
( |
|
|
Foreign exchange gains/losses |
|
( |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in trade debtors |
|
( |
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Increase in provisions |
|
- |
|
|
Cash generated from operations |
( |
( |
|
|
Income taxes (paid)/received |
( |
|
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
- |
|
|
Net group funding movement |
|
- |
|
|
Effect of foreign exchange rate changes on cash |
|
- |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
1,085,377 |
7,365,777 |
|
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
|
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime)
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The presentational currency is Pound Sterling (£).
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Going concern
Since the year end, the Group has strengthened its funding position, raising £4.5m in May 2025 through the issue of a convertible loan note. The note converts into equity on maturity in May 2027 and is not repayable in cash, and accordingly does not represent a cash outflow within the going concern assessment period. The Group has also implemented a significant restructuring of its cost base during the current period, building on the reduction in administrative expenses achieved during the year.
The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts reflect the Group's reduced cost base, its contracted revenues, and the transition of the commercial model towards volume-based subscription contracts. On this basis, the directors consider that the Group has sufficient resources to continue in operational existence without the need for further financing over the forecast period, and expect the Group to reach a monthly operating break-even position within that period.
The forecasts are sensitive to a number of key assumptions, including:
• the timing of collections from customers, in particular certain overseas customers, where receivables collection has remained an area of focus during the year;
• the timing of receipt of R&D tax credits; and
• the rate at which the Group's contracted and prospective pipeline converts into recognised revenue and cash, reflecting the nature of the volume-based subscription model under which conversion builds over time as customer production volumes ramp and implementation progresses.
The directors have given careful consideration to these sensitivities, including reasonably possible downside scenarios in relation to the timing of customer collections and pipeline conversion. Having done so, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the forecast period and, accordingly, continue to adopt the going concern basis in preparing the financial statements.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
• the amount of revenue can be measured reliably;
• it is probable that the Group will receive the consideration due under the contract;
• the stage of completion of the contract at the end of the reporting period can be measured reliably; and
• the costs incurred and the costs to complete the contract can be measured reliably.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Interest income
Interest income is recognised in profit or loss using the effective interest method.
Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Foreign currency transactions and balances
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Plant and machinery |
33% straight-line method. |
|
Fixtures and fittings |
20% straight-line method. |
|
Computer equipment |
33% straight-line method. |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Cash settled instruments are carried as a liability and remeasured at each reporting date with the expense spread over the vesting period. The liability is calculated as the difference between the fair value of a share option and the exercise price of the option.
Financial instruments
Classification
Basic financial assets and liabilities that are payable and receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Prior year adjustment
During the year, it was identified that staff costs relating to the branch operations for the year ended 31 March 2024 had been omitted from the financial statements. In accordance with FRS 102 Section 10 (Accounting Policies, Estimates and Errors), this has been treated as a prior year adjustment and the comparative figures have been restated accordingly.
The effect of the restatement on the financial statements is as follows:
|
£ |
|
|
Retained reserves as previously reported (31 March 2024) |
(26,713,086) |
|
Prior year adjustment - staff costs omitted |
(167,552) |
|
Restated retained reserves (31 March 2024 / 1 April 2024 opening) |
(26,880,638) |
The adjustment has no impact on the current year profit or loss. The opening reserves for the year ended 31 March 2025 have been restated to £(26,880,638).
|
Judgements in applying accounting policies and key sources of estimation uncertainty |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The items in the financial statements where these estimates and judgements have been made include the following:
3.1 Useful economic lives of tangible assets
The annual depreciation charge for the tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying value of tangible assets and note 2.13 for the useful lives for each class of asset.
3.2 Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
3.3 Employment management share option scheme
Certain employees of the company are entitled to participate in the company's equity or cash settled share option scheme subject to the terms and conditions as set out in the scheme rules. The options are able to exercised on certain conditions as set out in the scheme rules except for exceptional circumstances at the Board discretion. The vesting period of the options is 4 years. The fair value of each option is measured using the Black-Scholes model.
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Revenue |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Rendering of services |
|
|
Analysis of turnover by country of destination:
|
12 months ended 31 March 2024 |
15 months ended 31 March 2024 |
||
|
£ |
£ |
||
|
United Kingdom |
295,237 |
320,913 |
|
|
Rest of Europe |
1,699,741 |
2,325,228 |
|
|
Rest of the world |
825,960 |
28,166 |
|
|
2,820,938 |
2,674,307 |
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Government grants receivable |
|
- |
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Gain/(loss) on disposal of Tangible assets |
|
( |
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Operating loss |
Arrived at after charging/(crediting)
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Depreciation expense |
|
|
|
Research and development cost |
|
|
|
Foreign exchange losses/(gains) |
|
( |
|
(Profit)/loss on disposal of property, plant and equipment |
( |
|
|
Other interest receivable and similar income |
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Share-based payment expenses |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, was
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Auditors' remuneration |
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Audit fee |
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
( |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Tangible assets |
Group
|
Fixtures and fittings |
Plant and machinery |
Office equipment |
Total |
|
|
Cost or valuation |
||||
|
At 1 April 2024 |
|
|
|
|
|
Additions |
- |
- |
|
|
|
Disposals |
- |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 April 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 March 2025 |
|
- |
|
|
|
At 31 March 2024 |
|
|
|
|
|
Investments |
Company
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 April 2024 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
14 |
Investments (continued) |
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Aircraft Factory, 100 Cambridge Grove, London, W6 0LE England |
|
|
|
|
|
Unit 3d North Point House, North Point Business Park, New Mallow Road, Cork Ireland |
|
|
|
|
|
160 Robinson Road,#14-04 Singapore |
|
|
|
|
|
Uhlandstrasse 29, Berlin, 10719 Germany |
|
|
|
|
|
C/O IMS 1700 W Irving PK RD STE 302, Chicago United States |
|
|
|
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
12 months to 31.03.25 |
15 months to 31.03.24 |
12 months to 31.03.25 |
15 months to 31.03.24 |
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
- |
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Deferred tax assets |
- |
|
- |
|
|
|
Income tax asset |
|
- |
- |
- |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
12 months to 31.03.25 |
15 months to 31.03.24 |
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Cash at bank |
|
|
- |
- |
|
Creditors |
|
Group |
Company |
||||
|
Note |
12 months to 31.03.25 |
(As restated) |
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
- |
- |
- |
|
|
Other payables |
|
|
|
- |
|
|
Accruals |
|
|
|
|
|
|
Income tax liability |
- |
832 |
- |
- |
|
|
|
|
|
|
||
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £158,570 (2024 - £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1,048 |
|
1,011 |
|
|
|
759 |
|
759 |
|
|
|
447 |
|
447 |
|
|
|
|
|
|
CSCS Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Share-based payments |
Scheme details and movements
The movements in the number of share options during the year were as follows:
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Outstanding, start of period |
|
|
|
Granted during the period |
|
|
|
Forfeited during the period |
( |
( |
|
Exercised during the period |
( |
( |
|
Expired during the period |
( |
- |
|
Transferred during the period |
( |
- |
|
Outstanding, end of period |
|
|
|
Exercisable, end of period |
|
- |
|
|
||
The movements in the weighted average exercise price of share options during the year were as follows:
|
12 months to 31.03.25 |
15 months to 31.03.24 |
|
|
Granted during the period |
|
- |
|
Forfeited during the period |
|
- |
|
Expired during the period |
|
- |
|
Outstanding, end of period |
|
- |
|
Exercisable, end of period |
|
- |
|
|
||
The brought-forward figure has been adjusted by 8,700 options to correct a presentational discrepancy in the prior year disclosure. There is no impact on the share-based payment charge.