Rainmaking Innovation Ltd
Annual Report and Financial Statements Year ended
31 December 2022
Company Number
Rainmaking InnovationLtd
Company information
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Registred number | 8433320 |
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Registred office | |
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| London |
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Indepedent Auditor | N/A |
Rainmaking Innovation Ltd
Strategic Report
For the Year Ended 31 December 2022
Introduction
The directors present their Strategic Report and the financial statements for the year ended 31 December 2022.
Business review
Rainmaking Innovation Limited is an innovation consulting company focused on advising large corporations in the United Kingdom and, through branches, in several other geographies around the world.
Results and performance
The results for the year show a profit on ordinary activities before tax of £960K (2021: profit of £1.4m). The shareholders' funds totals £460k (2021: £116k).
Business environment
The business consulting industry is highly competitive in all of our markets, and due to low entry barriers new competitors emerge regularly allowing certain projects to be won by competitors at very low price points. We make sure to stay away from such projects and instead focus on those clients who understand that price and value often is correlated in our line of business.
Principal risks and uncertainties
The main business risk for Rainmaking Innovation Ltd. is the general downturn in the economy, given the cyclical nature of the Companys offerings.
Currently, management are not of the belief that a financial crisis is imminent, and thus do not foresee these external factors impacting the immediate future in a negative way.
The Company is not relying on single customers for significant portions of the turnover or profits.
Future developments
We will continue to invest in growth and therefore our overhead costs are expected to increase in 2023 compared to 2022. But this is an important factor in building a platform for even stronger future growth.
This report was approved by the board on November 20th.. 2023 and signed on its behalf
C. Kølbek
Director
Rainmaking Innovation Ltd
Directors Report
For the Year Ended 31 December 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Principal activity
The Company's principal activities is that of providing consulting services and project management for innovation in corporates and public institutions. Future activites will be in the same field.
Business review
The profit for the year, after taxation, was £ 960K
No dividends were paid out during the year
Directors
The directors who served during the year were:
C Kølbek |
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JP Schlipf |
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MA Kristensen |
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M Stigzelius | Appointed |
Going concern
The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for twelve months from the date of approval of the financial statements.
Post balance sheet events
No post balance sheet events recognized
Disclosure of information from the directors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
• | so far as the director is aware, there is no relevant information of which the Company is unaware; and |
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• | the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant information and to establish that the Company is aware of that information. |
This report was approved by the board on 20 Nov 2023 and signed on its behalf.
C Kølbek
Director
Rainmaking Innovation Ltd
Directors' Responsibilities Statement
For the Year Ended 31 December 2022
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and then apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Rainmaking Innovation Ltd
Statement of Comprehensive Income
For the Year Ended 31 December 2022
| Note | 2022 | 2021 |
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| £000 | £000 |
Turnover |
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Cost of sales |
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Gross Profit |
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Administrative expenses |
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Exceptional items |
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Other income |
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Operating (loss)/profit |
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Dividends received from undertakings |
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Interest payable and similar expenses |
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(Loss)/profit before tax |
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Tax on (loss)/profit |
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(Loss)/profit for the financial year |
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There was no other comprehensive income for 2022.
Rainmaking Innovation Ltd
Registered number: 08433320
Balance Sheet
As at
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| 2022 | 2021 |
| Note | £000 | £000 |
Financial assets |
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Financial assets investments |
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Current assets |
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Debtors; amounts failing due within on year |
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Cash and cash equivalents |
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Current liabilities |
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Creditors; amounts failing due within one year |
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| (1,758) | (4,196) |
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Net current assets |
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Total assets less current liabilities |
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Creditors: amounts falling due after more than one year |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
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Shareholders funds |
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The financial statements has been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 section 1A - small entities.
The financial statements were approved and authorised for issue by
Carsten Kølbek
Director
Rainmaking Innovation Ltd
Statement of Changes in Equity
For the Year Ended 31 December 2022
| Called up | Profit and | Shareholders |
| share capital | loss account | funds |
| £000 | £000 | £000 |
At | |||
Comprehensive profit for the year |
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Profit for the year | |||
Buy-back own shares |
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Dividends paid to shareholders |
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Total comprehensive income for the year |
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At 31 December 2022 | 1,076 | 461 |
Statement of Changes in Equity
For the Year Ended 31 December 2021
| Called up | Profit and | Shareholders' |
| share capital | loss account | funds |
| £000 | £000 | £000 |
At 1 January 2021 | ( | ( | |
Comprehensive income for the year |
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Profit for the financial year | 1,497 | ||
Dividends paid to shareholders |
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Total comprehensive income for the year | |||
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At 31 December 2021 | 656 | 116 |
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
1. General information
Rainmaking Innovation Program Limited is a private company limited by shares and incorporated in
2. Accounting policies
2.1 Basis of preparation of financial statements
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The presentation currency of these financial statements is euros. All amounts in the financial statements have been rounded to the nearest £1,000.
The following principal accounting policies have been applied consistently to all periods presented in these financial statements unless otherwise stated.
2.2 Financial reporting standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
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• | the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); |
• | the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and |
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Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
2.3 Going concern
In considering the appropriate basis on which to prepare the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future.
The Company generated a profit of £ 960,000 (2021: profit of 1,497,000) during the year and had a net assets of £460,000 as at 31 December 2022 (2021: net assets of £116,000)
The company holds £1,229,000 of creditor balances that are owed to four entities related to the company. The Company effectively holds the cash balances of these entities and pays their liablities as they fall due.
The directors have therefore obtained a letter of support from these entities outlining the debt will not be called for a period of no less than 12 months from the date of signing these financial statements.
The directors have prepared the Company forecasts based on a worst-case scenario, including only signed contracts for the coming period. These forecasts show significant cash facilites available and on this basis, the directors have concluded that it is appropriate to prepare the Company's financial statements on the going concern basis.
2.4 Exemtption from preparing consolidated financial statements
The Company is a parent company but is a small company as its turnover, average number of employees and balance sheet total are all below the threshold in the Companies Act 2006. Therefore the Company is exempt from preparing consolidated finanical statements.
2.5 Turnover
Turnover is recognised to the extent that is is probable that the economic benefits will flow tho the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discoutns, rebates, value added tax and other sales taxes.
2.6
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each Balance Sheet date. Gains and losses an remeasurement are recognised in the Statement of Comprehensive lncome for the period. Where market value cannot be reliably determined, such investments are stated at historie cost less impairment.
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
2.7
Associates and Joint Ventures are held at cost less impairments
2.8 Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net af transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
2.9 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty an notice of not more than 24 hours.
Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts af cash with insignificant risk of change in value.
2.10 Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence af impairment. lf objective evidence af impairment is found, an impairment loss is recognised in the Statement af Comprehensive lncome.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value af estimated cash flows discounted at the asset's original effective interest rate.
lf a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle an a net basis or to realise the asset and settle the liability simultaneously.
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
2.11 Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
2.12 Foreign currency translation Functional and presentation currency
The Company's functional and presentational currency is GBP
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
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 periodend exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive lncome except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive lncome within finance income or costs. All other foreign exchange gains and losses are presented in the Statement of Comprehensive lncome within 'other operating income'.
2.13 Finance costs
Finance costs are charged to the Statement of Comprehensive lncome 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. lssue costs are initially recognised as a reduction in the proceeds of the associated. capital instrument.
2.14 Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
2.16 Operating leases: The Company as a lessee
Rentals paid under operating leases are charged to the Statement of Comprehensive Income 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.
2.17
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method
2.18 Taxation
Tax is recognised in the Statement af Comprehensive lncome except that a charge attributable to an item af income and expense recognised as other comprehensive income ar to an item recognised directly in equity is also recognised in other comprehensive income ar directly in equity respectively.
The current income tax charge is calculated an the basis af tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect af all timing differences that have originated but not reversed by the Balance Sheet date, except that:
• | the recognition af deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal af deferred tax liabilities ar other future taxable profits; and |
• | any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values af liabilities acquired and the amount that will be assessed for tax.
Deferred tax is determined using tax rates and laws that have been enacted ar substantively enacted by the Balance Sheet date.
2.19
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
3. Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have had to make the following judgements:
- | Determine whether there are indicators of impairment of the Company's investments. Investments are held in unlisted company shares and their market value cannot be reliably determined. The investments are therefore held at cost less impairment. The required impairment is therefore calculated by applying a failure rate as in similar industries, adjusted for the nature, facts and circumstances of the investments being considered. |
4. Turnover
The whole of the turnover is attributable to the principal activity of the Company and, in the opinion of the directors, there is only onp class df business.
The turnover of the Company is derived from the following geographical markets:
| 2022 | 2021 |
| £000 | £000 |
United Kingdom | 3,572 | 1,223 |
Rest of Europe | 83 | 281 |
Rest of the world | 1,453 | 1,735 |
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5. Exceptional items
| 2022 | 2021 |
| £000 | £000 |
Taxes withheld abroad | (25) | 0 |
Income from settlements | 215 | 0 |
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| 0 |
6. Other income
Furlough receipts |
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
7. Operating loss
The operating loss is stated after (crediting)/charging: | 2022 | 2021 |
| £000 | £000 |
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Exchange rate differences | ||
Other operating lease rentals | ||
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| 186 | 145 |
8. Auditor's remuneration
| 2022 | 2021 |
| £000 | £000 |
Fees payable to the Company's auditor for the audit of the Company's annual financial statements | ||
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Fees payable to the Company's auditor in respect of: |
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Accounts preparation | ||
Taxation services | ||
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9. Staff numbers and costs
| 2022 | 2021 |
| £000 | £000 |
Staff costs, including directors' remuneration, were as follows: |
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Wages and salaries | ||
Social security costs | ||
Cost of defined contribution scheme | ||
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The average monthly number of employees, including the directors, |
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during the year was as follows: | 2022 | 2021 |
| £000 | £000 |
Directors | ||
Administrative | ||
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Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
10. Directors' remuneration
| 2022 | 2021 |
| £000 | £000 |
Director's emoluments |
11. Interest receivable
| 2022 | 2021 |
| £000 | £000 |
Other interest receivable |
12. Interest payable and similar expenses
| 2022 | 2021 |
| £000 | £000 |
Bank interest and similar expenses |
13. Taxation
| 2022 | 2021 |
| £000 | £000 |
Corporation tax |
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Current tax on (losses)/profits for the year |
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Adjustments in respect of previous periods | ||
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Foreign tax |
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Taxes withheld abroad | ( | ( |
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Total current tax | ( | ( |
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Factors affecting tax charge for the year |
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Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
13. Taxation (continued)
| 2022 | 2021 |
| £000 | £000 |
(Loss)/profit on ordinary activities before tax | 1,497 | |
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of | ||
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Expenses not deductible | ||
Non-taxable income | ( | ( |
Deferred tax not recognised |
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Foreign tax | ( | ( |
Adjustment to tax charge in respect of prior periods | ||
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| 127 | (151) |
Factors that may affect future tax charges
A change in the main UK corporation tax rate, announced in the budget on 3 March 2021, was substantively enacted on 24 May 2021 and received royal assent on 10 June 2021. From 1 April 2023 the main corporation tax rate will increase from 19% to 25% on profits over £250,000. The rate for small profits under £50,000 will remain at 19%. Where the Company's profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in the corporation tax rate. This will impact the Company's future tax charge accordingly.
At the year end, the Company has assessed tax losses available for use against future taxable profits totalling £1,732,000 (2021: £1,734,000). At the year end there is a deferred tax asset of £329,080 (2021: 329,460) which has not been recognised on the basis that there is insufficient certainty over future profit generation against which these losses can be offset.
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
14. Fixed asset investments
| Investments | Investments |
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| in subsidiary | in associates |
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| Total |
| £000 | £000 | £000 |
Cost |
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At 1 January 2022 | 85 | 288 | 373 |
Additions | 0 | 321 | 321 |
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At 31 December 2022 | 85 | 609 | 694 |
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Net book value |
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At 31 December 2022 | |||
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At 31 December 2021 |
Subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name | Class of shares | Holding | Principal activity |
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
Participating interests Associates
Name | Registered office | Class of Shares | Holding | Principal activity |
Finnovista Frontier Spain SL * | Paseo De Los Parques, 31 - Piso 13 DAlcobendas 28109 ES | Ordinary | 50% | Running startupbootcamp accelerators |
Finnovista Frontier Mexico * | Calle Tonala No 10 Cuauhtemoc Mexico City 06700 Mexico 45 Fitzroy Str. | Ordinary | 50% | Running startupbootcamp accelerators |
SBC Berlin 2012-2014 Ltd * | 45 Fitzroy Str. London W1T 6EB | Ordinary | 13% | Holding Company for investments in startups from accelerators |
* Indirectly held
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
15. Debtors
| 2022 | 2021 |
| £000 | £000 |
Trade debtors | ||
Amounts owed by group undertakings | ||
Corporation tax | ||
Prepayments and accrued income | ||
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
16. Cash and cash equivalents
| 2022 | 2021 |
| £000 | £000 |
Cash at bank and in hand |
17. Creditors: amounts falling due within one year
| 2022 | 2021 |
| £000 | £000 |
Other loans | ||
Trade Creditors | ||
Amounts owed to group undertakings | ||
Corporation tax | ||
Other creditors | ||
Accruals and deferred income | ||
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| 1,754 | 4,230 |
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
18. Creditors: amounts falling due after more than one year
| 2022 | 2021 |
| £000 | £000 |
Amounts owed to group undertakings |
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
19. Loans
Analysis of the maturity of loans is given below: | 2022 | 2021 |
| £000 | £000 |
Amounts falling due within one year |
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Other loans | ||
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Amounts falling due 1-2 years |
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Amounts owed to group undertakings | ||
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Amounts falling due 2-5 years |
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Amounts owed to group undertakings | ||
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20. Share Capital
| 2022 | 2021 |
| £000 | £000 |
Allotted, called up and fully paid | - | - |
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1,545 A Ordinary shares of £0.001 each | - | - |
322 B Ordinary shares of £0.01 each | - | - |
The ordinary shares have full voting rights and do not confer any rights of redemption. They have full dividend and capital distribution rights once holders of preference shares have received an aggregate amount of €969,000.
A ordinary shares have full voting rights and do not confer any rights of redemption. They have full dividend and capital distribution rights once holders of preference and ordinary shares have received an aggregate amount of £3,650,000.
21. Reserves
The Company has the following reserves:
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends paid and other adjustments.
Rainmaking Innovation Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2022
22. Related party transactions
The Company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the group.
23. Controlling party
The Company's immediate parent undertaking is
In the opinion of the directors, the company has no controlling party