Company Registration No. 12180284 (England and Wales)
KOPE AI LTD
FORMERLY MATTERLAB LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
PAGES FOR FILING WITH REGISTRAR
KOPE AI LTD
FORMERLY MATTERLAB LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
KOPE AI LTD
FORMERLY MATTERLAB LTD
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,852,207
732,242
Tangible assets
5
42,892
29,080
1,895,099
761,322
Current assets
Debtors
6
399,794
123,271
Cash at bank and in hand
882,296
430,240
1,282,090
553,511
Creditors: amounts falling due within one year
7
(102,439)
(311,056)
Net current assets
1,179,651
242,455
Total assets less current liabilities
3,074,750
1,003,777
Provisions for liabilities
(473,776)
Net assets
2,600,974
1,003,777
Capital and reserves
Called up share capital
9
12
10
Share premium account
2,070,680
349,999
Equity reserve
932
Profit and loss reserves
529,350
653,768
Total equity
2,600,974
1,003,777
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 March 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
KOPE AI LTD
FORMERLY MATTERLAB LTD
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2023
31 March 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 23 October 2023 and are signed on its behalf by:
M Thorley
Director
Company registration number 12180284 (England and Wales)
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -
1
Accounting policies
Company information
KOPE AI Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Runway East Borough Market, 20 St Thomas Street, London, SE1 9RS.
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 amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
1.3
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Development costs
10 year straight line basis (once development completed)
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:
Fixtures and fittings
20% straight line basis
Computers
20% straight line basis
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 4 -
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.
1.6
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.
1.7
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 payments 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. Amounts 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.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable.
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 5 -
Current tax
The tax currently payable 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.
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.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using both the Multiple of Earnings and Recent Share Transactions models. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 6 -
1.13
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
20
16
3
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(154,864)
Adjustments in respect of prior periods
(171,588)
(78,497)
Total current tax
(326,452)
(78,497)
Deferred tax
Origination and reversal of timing differences
473,776
Total tax charge/(credit)
147,324
(78,497)
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 7 -
4
Intangible fixed assets
Other
£
Cost
At 1 April 2022
732,242
Additions
1,119,965
At 31 March 2023
1,852,207
Amortisation and impairment
At 1 April 2022 and 31 March 2023
Carrying amount
At 31 March 2023
1,852,207
At 31 March 2022
732,242
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2022
34,578
Additions
22,376
At 31 March 2023
56,954
Depreciation and impairment
At 1 April 2022
5,498
Depreciation charged in the year
8,564
At 31 March 2023
14,062
Carrying amount
At 31 March 2023
42,892
At 31 March 2022
29,080
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
243,779
122,325
Corporation tax recoverable
154,864
Other debtors
1,151
946
399,794
123,271
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
7,779
2,344
Taxation and social security
70,011
72,888
Other creditors
24,649
235,824
102,439
311,056
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 April 2022 and 31 March 2023
168
37.44
Exercisable at 31 March 2023
168
37.44
The weighted average fair value of options granted in the year was determined using both the Multiple of Earnings Basis and Recent Share Transactions, discounted to reflect the minority shareholdings. This valuation was approved by HM Revenue & Customs.
The options outstanding at 31 March 2023 had an exercise price of £41.60, and a remaining contractual life estimated of 10 years as the intention is for the shares to be exercised on a company sale.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £932 (2022 - £0) which related to equity settled share based payment transactions.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 1p each
465
465
4.65
4.65
Ordinary B of 1p each
465
465
4.65
4.65
Ordinary C of 1p each
296
70
2.96
0.70
1,226
1,000
12.26
10
KOPE AI LTD
FORMERLY MATTERLAB LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
9
Called up share capital
(Continued)
- 9 -
Reconciliation of movements during the year:
Ordinary A
Ordinary B
Ordinary C
Number
Number
Number
At 1 April 2022
4.65
4.65
0.70
Issue of fully paid shares
-
-
2.26
At 31 March 2023
4.65
4.65
2.96
During the year a further 226 Ordinary £0.01 C shares were issued. The difference between the consideration and the nominal value of the shares is shown within the 'Share premium account' which totalled £1,720,680.38.