Dexory Limited
Unaudited Financial Statements
For the year ended 31 March 2023
Pages for Filing with Registrar
Company Registration No. 09448674 (England and Wales)
Dexory Limited
Contents
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
Dexory Limited
Balance Sheet
As at 31 March 2023
31 March 2023
Page 1
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
8,118
Tangible assets
4
254,389
33,628
262,507
33,628
Current assets
Debtors
5
466,655
140,592
Cash at bank and in hand
5,920,519
366,465
6,387,174
507,057
Creditors: amounts falling due within one year
6
(247,198)
(425,699)
Net current assets
6,139,976
81,358
Net assets
6,402,483
114,986
Capital and reserves
Called up share capital
8
215
152
Share premium account
12,727,787
2,099,853
Profit and loss reserves
(6,325,519)
(1,985,019)
Total equity
6,402,483
114,986
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.
Dexory Limited
Balance Sheet (Continued)
As at 31 March 2023
31 March 2023
Page 2
The financial statements were approved by the board of directors and authorised for issue on 13 November 2023 and are signed on its behalf by:
A. Negoita
A. Danescu
Director
Director
Company Registration No. 09448674
Dexory Limited
Statement of Changes in Equity
For the year ended 31 March 2023
Page 3
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2021
150
2,099,853
(628,684)
1,471,319
Year ended 31 March 2022:
Loss and total comprehensive income for the year
-
-
(1,356,335)
(1,356,335)
Issue of share capital
8
2
-
2
Balance at 31 March 2022
152
2,099,853
(1,985,019)
114,986
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
(4,340,500)
(4,340,500)
Issue of share capital
8
63
10,627,934
-
10,627,997
Balance at 31 March 2023
215
12,727,787
(6,325,519)
6,402,483
Dexory Limited
Notes to the Financial Statements
For the year ended 31 March 2023
Page 4
1
Accounting policies
Company information
Dexory Limited is a private company limited by shares incorporated in England and Wales. The registered office is Westbourne Studios, Room WE126.7, 242 Acklam Road, Portobello, London, W10 5JJ.
1.1
Accounting convention
These financial statements have been prepared in accordance with Section 1A of 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 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. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements are prepared on a going concern basis. During the year, the company made a loss of £4,340,500 and as at the balance sheet date had net assets of £6,402,483. true
As detailed in note 9 to the financial statements, the company raised equity capital post year end. Based upon current forecasts and projections, the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future and have prepared the accounts on a going concern basis.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
1.4
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.
1.5
Intangible fixed assets other than goodwill
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:
Domain name
10 years straight line
1.6
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.
Dexory Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 5
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:
Leasehold improvements
2 years straight line basis
Plant and equipment
3 - 5 years straight line basis
Fixtures and fittings
3 years straight line basis
Computers
3 years straight line basis
Motor vehicles
25% reducing balance
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.
1.7
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 at bank and in hand
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.
Dexory Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 6
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 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.
1.10
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.11
Taxation
The tax expense represents the sum of the tax currently payable.
Dexory Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 7
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.
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
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
The fair value of equity-settled share based payments to employees is determined at the date of grant and is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares or options that will eventually vest.
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.
In case of a cancellation where employees leave the company and vesting conditions are not met, all amounts already recognised are reversed to the profit and loss account.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
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.
Dexory Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 8
1.17
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
26
13
3
Intangible fixed assets
Domain name
£
Cost
At 1 April 2022
Additions
8,616
At 31 March 2023
8,616
Amortisation and impairment
At 1 April 2022
Amortisation charged for the year
498
At 31 March 2023
498
Carrying amount
At 31 March 2023
8,118
At 31 March 2022
Dexory Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 9
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2022
10,033
109,434
119,467
Additions
272,607
272,607
Disposals
(61,872)
(61,872)
At 31 March 2023
10,033
320,169
330,202
Depreciation and impairment
At 1 April 2022
9,014
76,825
85,839
Depreciation charged in the year
1,019
50,827
51,846
Eliminated in respect of disposals
(61,872)
(61,872)
At 31 March 2023
10,033
65,780
75,813
Carrying amount
At 31 March 2023
254,389
254,389
At 31 March 2022
1,019
32,609
33,628
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
16,000
Corporation tax recoverable
103,217
Amounts owed by group undertakings
211,499
Other debtors
157,823
37,375
Prepayments and accrued income
81,333
466,655
140,592
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
150,011
1,991
Taxation and social security
41,377
Other creditors
97,187
382,331
247,198
425,699
Dexory Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 10
7
Share-based payment transactions
As at 31 March 2023 there were outstanding options under an Employee Management Incentive Scheme in respect of 58,000 shares relating to 13 employees of the company.
Options have been granted at various dates. Option holders acquire the right to exercise the options over a period of 10 years from the date of the deed assuming they continue to be employed by the company. The exercise price is £0.0001 per share. Options lapse on the tenth anniversary of the deed.
No share based payment expense has been recognised in the year as in the opinion of the directors this is not material.
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £0.0001 each
1,019,700
1,019,700
102
102
Ordinary A shares of £0.0001 each
65,048
65,048
6
6
Seed shares of £0.0001 each
435,100
435,100
44
44
Seed 2 shares of £0.0001 each
628,850
-
63
-
2,148,698
1,519,848
215
152
Ordinary shares: Each are entitled to one vote in any circumstances. Each share is entitled pan passu to dividend payments or any other distribution, declared or paid on the class of ordinary shares. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.
Ordinary A shares: Each share is not entitled to vote in any circumstances. Each share is entitled pan passu to dividend payments or any other distribution, declared or paid on the class of ordinary shares. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.
Seed shares: Each share is entitled to one vote in any circumstances. Each share is entitled pan passu to dividend payments or any other distribution, declared or paid on the class of ordinary shares. On a sale or winding up the holders of the seed shares are entitled to a preferential return to the holders of the ordinary shares and ordinary A shares. The shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.
Seed Shares -2: Each seed-2 share is entitled to one vote in any circumstances. Each seed-2 share is entitled pari passu to dividend payments or any other distribution,declared or paid on the class of seed-2 shares. The order of priority to participate in a distribution arising from a winding up of the company (subject to amounts conferred by the articles of association) is first to the holders of the deferred shares, second to the holders of the seed-2 shares, third to the holders of the seed shares, And the balance to be distributed to the holders of the ordinary shares. the seed-2 shares are not redeemable or liable to be redeemed at the option of the company or the shareholder.
9
Events after the reporting date
Post year end, the company raised equity amounting to approximately £14,000,000.