REGISTERED NUMBER: 09332226 (England and Wales)

Unaudited Financial Statements

for the Period 1 December 2016 to 31 December 2017

for

Flio Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

Chartered Accountants' Report

11

DIRECTORS:

S C Uhrenbacher

B Collie

I Ludwig

SECRETARY:

CC Secretaries Limited

REGISTERED OFFICE:

1st Floor, Buckhurst House

42/44 Buckhurst Avenue

Sevenoaks

Kent

TN13 1LZ

REGISTERED NUMBER:

09332226 (England and Wales)

ACCOUNTANTS:

Cameron Cunningham Limited

1st Floor, Buckhurst House

42/44 Buckhurst Avenue

Sevenoaks

Kent

TN13 1LZ

FIXED ASSETS

Intangible assets

4

6,785

10,620

Tangible assets

5

-

135

Investments

6

18,338

18,338

25,123

29,093

CURRENT ASSETS

Debtors

7

118,902

53,556

Cash at bank

757,422

36,509

876,324

90,065

CREDITORS

Amounts falling due within one year

8

24,893

109,132

NET CURRENT ASSETS/(LIABILITIES)

851,431

(19,067

)

TOTAL ASSETS LESS CURRENT LIABILITIES

876,554

10,026

PROVISIONS FOR LIABILITIES

-

1,828

NET ASSETS

876,554

8,198

CAPITAL AND RESERVES

Called up share capital

9

2,702

1,885

Share premium

10

3,635,740

1,269,643

Other reserves

10

-

615,769

Share Based Payments

10

161,650

-

Retained earnings

10

(2,923,538

)

(1,879,099

)

SHAREHOLDERS' FUNDS

876,554

8,198

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2017.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2017 in accordance with Section 476 of the Companies Act 2006.

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 have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 21 June 2018 and were signed on its behalf by:

S C Uhrenbacher - Director

1.	STATUTORY INFORMATION

Flio Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company

Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

First year adoption of Financial Reporting Standard 102 ( FRS 102) Section 1A

These financial statements for the period ended 31 December 2017 are the first that are prepared in

accordance with FRS 102 Section 1A. The previous financial statements were prepared in accordance

with UK GAAP, the date of transition to FRS 102 Section 1A is 1 December 2015.

Preparation of consolidated financial statements

The financial statements contain information about Flio Limited as an individual company and do not

contain consolidated financial information as the parent of a group. The company has taken the

option under Section 398 of the Companies Act 2006 not to prepare consolidated financial

statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding

discounts, rebates, value added tax and other sales taxes.

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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and Machinery is depreciated over 3 years on a straight line basis.

Investments in subsidiaries

The investment in Flio Gmbh is originally recognised at cost of €25,000, this is subject to

impairment.

Taxation

Taxation for the period 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed

at the statement of financial position 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 period 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling

at the statement of financial position date. Transactions in foreign currencies are translated into

sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into

account in arriving at the operating result.

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 the income statement in the period to which they relate.

Share based payments

The company recognises the expense at fair value of the vested options during the period, the

method of valuation is Black Scholes.

The company is using the exemption for recognising pre transition options vesting.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 4 (2016 - 4 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 December 2016

and 31 December 2017

17,700

AMORTISATION

At 1 December 2016

7,080

Charge for period

3,835

At 31 December 2017

10,915

NET BOOK VALUE

At 31 December 2017

6,785

At 30 November 2016

10,620

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 December 2016

and 31 December 2017

403

DEPRECIATION

At 1 December 2016

268

Charge for period

135

At 31 December 2017

403

NET BOOK VALUE

At 31 December 2017

-

At 30 November 2016

135

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 December 2016

and 31 December 2017

18,338

NET BOOK VALUE

At 31 December 2017

18,338

At 30 November 2016

18,338

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

as

restated

£

£

Trade debtors

91,864

-

Amounts owed by group undertakings

10,400

-

Other debtors

16,638

53,556

118,902

53,556

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

as

restated

£

£

Trade creditors

15,192

2,759

Amounts owed to group undertakings

-

92,238

Taxation and social security

2,838

4,159

Other creditors

6,863

9,976

24,893

109,132

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2017

2016

value:

as restated

£

£

104,000

Ordinary

1p

1,040

1,040

3,000

Ordinary E

1p

30

30

1,070

1,070

Allotted and issued:

Number:

Class:

Nominal

2017

2016

value:

as restated

£

£

107,312

Ordinary B

1p

1,074

815

9,348

G Preferred Shares

1p

93

-

46,517

F1 Preferred Shares

1p

465

-

1,632

815

Shares were issued during the period as follows:

Cash at par

912 Ordinary B shares of 1p for £ 9

Cash at premium

24,937 Ordinary B shares of 1p for £ 749,159

9,348 G Preferred shares of 1p for £ 290,326

46,517 F1 Preferred shares of 1p for £ 1,326,612

10.

RESERVES

Share

Retained

Share

Other

Based

earnings

premium

reserves

Payments

Totals

£

£

£

£

£

At 1 December 2016

(1,879,099

)

1,269,643

615,769

-

6,313

Deficit for the period

(1,044,439

)

(1,044,439

)

Cash share issue

-

2,366,097

(615,769

)

-

1,750,328

Share Based payments

-

-

-

161,650

161,650

At 31 December 2017

(2,923,538

)

3,635,740

-

161,650

873,852

The company has an equity settled option scheme.

At the start of the period 14,090 (2016: 13,000) share options where in issue.

During the period, 14,340 (2016: 1,090) options of B Ordinary shares were granted to employees.

The fair value of the options granted in 2017 are £27.79 for 7,000 non EMI options and £28.86 for

2,500 EMI options for employees.

The fair value was determined by the Black/Scholes continuous model.

During the period 7,000 (2016: nil) options of B Ordinary ordinary shares lapsed.

The total outstanding options at the balance sheet date was 21,430 (2016: 14,090)

At the balance sheet date, 14,340 (2016: 1,090) options of B Ordinary shares were granted under

the following terms:

The options vest over a 4 year period and lapse after 10 years.

The value of the options vested in the period was £161,650 (2016: £nil), this was charged to the

profit and loss, the total carrying amount is £161,650 (2016: £nil)

11.	CHANGE OF ACCOUNTING PERIOD

The accounting period has been changed from November 2017 to December 2017 to bring the

accounts in line with the German subsidiary.

This means the period of review is thirteen months rather than twelve and the Income statement

and other comprehensive income will not be entirely comparable.

12.	FIRST YEAR ADOPTION

Transitional relief

On transition to FRS 102, the company has taken advantage of the following transitional relief:

•

not to apply the requirements of Section 26 Share-based Payment;

•

to measure investment in subsidiaries, associates and joint ventures at cost determined in accordance with Section 9 Consolidated and Separate Financial Statements, Section 14 Investments in Associates or Section 15 Investments in Joint Ventures.

The following reproduces the text of the report prepared for the directors in respect of the company's

annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only

required to file a Statement of Financial Position. Readers are cautioned that the Income Statement and

certain other primary statements and the Report of the Directors are not required to be filed with the

Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your

approval the financial statements of Flio Limited for the period ended 31 December 2017 which comprise

the Income Statement, Statement of Financial Position, Statement of Changes in Equity and the related

notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Flio Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Flio Limited and state those matters that we have agreed to state to the Board of Directors of Flio Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Flio Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Flio Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Flio Limited. You consider that Flio Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of Flio Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Cameron Cunningham Limited

1st Floor, Buckhurst House

42/44 Buckhurst Avenue

Sevenoaks

Kent

TN13 1LZ

21 August 2018