Company Registration No. 10973066 (England and Wales)
Vertofx Ltd
Unaudited accounts
for the year ended 30 September 2023
Vertofx Ltd
Unaudited accounts
Contents
Vertofx Ltd
Company Information
for the year ended 30 September 2023
Directors
Olalekan Oduwole
Olakunle Oyetayo
Company Number
10973066 (England and Wales)
Registered Office
20-22 Wenlock Road
London
N1 7GU
England
Accountants
The Accountancy Cloud
12-18 Hoxton Street
London
N1 6NG
UK
Vertofx Ltd
Statement of financial position
as at 30 September 2023
Intangible assets
1,313,028
574,672
Tangible assets
79,377
52,635
Investments
1,268,801
1,268,801
Cash at bank and in hand
173,457
918,178
Creditors: amounts falling due within one year
(1,487,886)
(5,265,428)
Net current liabilities
(313,271)
(4,051,401)
Total assets less current liabilities
2,347,935
(2,155,293)
Provisions for liabilities
Other provisions
-
(261,448)
Net assets/(liabilities)
2,347,935
(2,416,741)
Called up share capital
661
298
Share premium
6,592,298
2,953,015
Profit and loss account
(4,245,024)
(5,370,054)
Shareholders' funds
2,347,935
(2,416,741)
For the year ending 30 September 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered 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 profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board of Directors and authorised for issue on 1 February 2024 and were signed on its behalf by
Olakunle Oyetayo
Director
Company Registration No. 10973066
Vertofx Ltd
Notes to the Accounts
for the year ended 30 September 2023
Vertofx Ltd is a private company, limited by shares, registered in England and Wales, registration number 10973066. The registered office is 20-22 Wenlock Road, London, N1 7GU, England.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities. There were no material departures from that standard.
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
The accounts have been prepared under the historical cost convention as modified by the revaluation of certain fixed assets.
The accounts are presented in £ sterling.
The accounts have been prepared on the assumption that the company is able to carry on business as a going concern for the foreseeable future.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Tangible fixed assets and depreciation
Tangible assets are included at cost less depreciation and impairment. Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives:
Plant & machinery
- 25% Reducing Balance
Computer equipment
- 25% Reducing Balance
Intangible fixed assets consists of software development and license fee costs and are included at cost less accumulated amortisation.
Expenditure on research and development is written off in the year in which it is incurred.
Research and development tax credit
During the financial year, the company received a tax credit for qualifying research and development expenditure under the Research and Development tax relief scheme. This is presented as a tax repayment in the Income Statement in line with disclosure requirements under FRS 102.
Vertofx Ltd
Notes to the Accounts
for the year ended 30 September 2023
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised in the profit and loss account when due.
Investments in shares are included at fair value.
4
Intangible fixed assets
Other
At 30 September 2023
1,431,897
Charge for the year
100,230
At 30 September 2023
118,869
At 30 September 2023
1,313,028
At 30 September 2022
574,672
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Tangible fixed assets
Plant & machinery
Computer equipment
Total
Cost or valuation
At cost
At cost
At 1 October 2022
1,507
70,350
71,857
Additions
4,807
40,740
45,547
At 30 September 2023
6,314
111,090
117,404
At 1 October 2022
301
18,921
19,222
Charge for the year
780
18,025
18,805
At 30 September 2023
1,081
36,946
38,027
At 30 September 2023
5,233
74,144
79,377
At 30 September 2022
1,206
51,429
52,635
Vertofx Ltd
Notes to the Accounts
for the year ended 30 September 2023
6
Investments
Other investments
Valuation at 1 October 2022
1,268,801
Valuation at 30 September 2023
1,268,801
Included in investments is £1,268,801 (2022: £1,268,801) relating to the acquisition of Locusnine Interactive Design Studio.
Amounts falling due within one year
Trade debtors
83,856
40,518
Amounts due from group undertakings etc.
148,295
482
Accrued income and prepayments
208,243
125,860
Other debtors
560,764
128,989
8
Creditors: amounts falling due within one year
2023
2022
Trade creditors
253,418
191,569
Amounts owed to group undertakings and other participating interests
-
4,075,484
Taxes and social security
162,412
130,388
Other creditors
937,837
810,836
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Provisions for liabilities
£
Included in provisions is £nil (2022: £261,448) payable to Locusnine Interactive Design Studio. This amount is payable if certain criteria is met 12 months subsequent to their acquisition by Vertofx in April 2022.
Allotted, called up and fully paid:
6,612,857 Ordinary shares of £0.0001 each
661.28
297.32
Shares issued during the period:
3,639,645 Ordinary shares of £0.0001 each
363.96
Vertofx Ltd
Notes to the Accounts
for the year ended 30 September 2023
Brought
Forward
Advance/
credit
Repaid
Carried
Forward
51,994
1,953
1,137
52,810
51,994
46,435
1,137
97,292
Directors' loans accrue interest at a rate of 2.25% and are repayable on demand.
12
Transactions with related parties
As at 30 September 2023, VertoFX Ltd had the following related party balances:
- £25,366 (2022: £4,075,484 owed to) due from VertoFx Inc, its parent company.
£97,405 (2022: £24,724) of interest payable to VertoFx Inc, in relation to a previous loan.
- £7,707 (2022: £nil) due from Verto SA PTY Ltd, a subsidiary company.
- £1,929 (2022: £nil) due from Verto Financial Technologies Ltd, a subsidiary company.
All amounts are interest-free and repayable on demand.
At the balance sheet date, the company was controlled by its ultimate parent undertaking VertoFX Inc, a company which is incorporated and registered in the United States of America.
14
Average number of employees
During the year the average number of employees was 47 (2022: 37).