Company registration number 11661374 (England and Wales)
SODAFLO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022
PAGES FOR FILING WITH REGISTRAR
SODAFLO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
SODAFLO LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2022
30 November 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
4
88,173
70,670
Tangible assets
5
6,066
7,583
Investments
6
8
94,247
78,253
Current assets
Debtors
7
117,303
116,054
Cash at bank and in hand
100,668
113,933
217,971
229,987
Creditors: amounts falling due within one year
8
(69,242)
(88,782)
Net current assets
148,729
141,205
Total assets less current liabilities
242,976
219,458
Creditors: amounts falling due after more than one year
9
(30,000)
(30,000)
Net assets
212,976
189,458
Capital and reserves
Called up share capital
18,664
16,270
Share premium account
1,283,588
809,980
Profit and loss reserves
(1,089,276)
(636,792)
Total equity
212,976
189,458
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 19 January 2023 and are signed on its behalf by:
I A Aldred
Director
Company Registration No. 11661374
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 2 -
1
Accounting policies
Company information
Sodaflo Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Cromwell House, The Lane, West Deeping, Peterborough, United Kingdom, PE6 9HS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future.
The directors consider that the research and development project and market research is going well and therefore consider that the going concern basis remains appropriate.
1.3
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
10 years straight line
Development costs
10 years straight line
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
5 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in
profit
or
loss
.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable
or repayable
and deferred tax.
Current tax
The tax currently payable
or repayable
is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
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.
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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
profit and loss account
, 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.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Share-based payments
The company operates an equity-settled share-based payment scheme. The company reflects the economic cost of awarding share options by recording an expense in profit or loss equal to the fair value of the benefit awarded. The expense is recognised over the vesting period of the award. A corresponding adjustment is made to equity. Where options lapse due to the conditions of the option agreement, any adjustment required is recognised immediately. An observable market price for the equity instruments is not available and therefore the expense is recognised only if directors consider where there is sufficient available evidence to provide a reliable estimate of fair value and that there is a reasonable expectation that the value will be realised.
1.14
Foreign exchange
Transactions in currencies other than
pounds sterling
are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 6 -
3
Employees
The average monthly number of persons employed by the company during the year (excluding directors) was:
2022
2021
Number
Number
Total
3
1
4
Intangible fixed assets
Other
£
Cost
At 1 December 2021
70,670
Additions
26,710
At 30 November 2022
97,380
Amortisation and impairment
At 1 December 2021
Amortisation charged for the year
9,207
At 30 November 2022
9,207
Carrying amount
At 30 November 2022
88,173
At 30 November 2021
70,670
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 December 2021 and 30 November 2022
7,583
Depreciation and impairment
At 1 December 2021
Depreciation charged in the year
1,517
At 30 November 2022
1,517
Carrying amount
At 30 November 2022
6,066
At 30 November 2021
7,583
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 7 -
6
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
8
Sodaflo Limited has a 100% shareholding in Sodaflo Inc, a dormant company incorporated in the United States.
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 December 2021
-
Additions
8
At 30 November 2022
8
Carrying amount
At 30 November 2022
8
At 30 November 2021
-
7
Debtors
2022
2021
Amounts falling due within one year:
£
£
Corporation tax recoverable
109,429
101,328
Other debtors
7,874
14,726
117,303
116,054
8
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
6,355
23,268
Amounts owed to group undertakings
8
Taxation and social security
1,997
5,372
Other creditors
60,882
60,142
69,242
88,782
SODAFLO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 8 -
9
Creditors: amounts falling due after more than one year
2022
2021
£
£
Other creditors
30,000
30,000
10
Share-based payment transactions
The company operates an equity-settled share-based payment scheme for the benefit of certain employees/suppliers. There were options outstanding over 290,186 shares at 30 November 2022 with an exercise price between £1.25 and £5.00 and with contractual lives ending between 2030 and 2032. Additional conditions are attached to some of the options.
During the year, the company has not recognised any share-based payment expense relating to these options in the accounts on the basis that the fair value cannot be calculated with certainty at this point in the company’s life cycle.
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Mr Mark Jackson FCA DChA and the auditor was Azets Audit Services.
12
Related party transactions
Transactions with related parties
During the year the company had a number of transactions with its shareholder companies. The total of these transactions in the profit and loss account during the year are as follows:
2022
2021
£
£
Administrative expenses
136,599
149,012
Included within creditors is an amount of £3,300 (2021: £2,040) due to shareholders.
13
Directors' transactions
Included within other creditors is an amount of £65,020 (2021: £65,020) due to I Aldred, a director and shareholder, of which £30,000 is due after more than one year (2021: £30,000).
14
Ultimate controlling party
No individual has a controlling interest in the company.