Company Registration No. 12933868 (England and Wales)
55 Redefined Limited
Unaudited financial statements
for the year ended 31 December 2023
Pages for filing with the registrar
55 Redefined Limited
Contents
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 9
55 Redefined Limited
Statement of financial position
As at 31 December 2023
1
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
3
120,741
162,141
Tangible assets
4
1,682
1,052
122,423
163,193
Current assets
Debtors
5
62,692
141,864
Cash at bank and in hand
653,343
97,392
716,035
239,256
Creditors: amounts falling due within one year
6
(325,100)
(256,847)
Net current assets/(liabilities)
390,935
(17,591)
Total assets less current liabilities
513,358
145,602
Creditors: amounts falling due after more than one year
7
(92,490)
(88,950)
Net assets
420,868
56,652
Capital and reserves
Called up share capital
9
21
15
Share premium account
3,158,601
1,419,842
Equity reserve
7,510
11,050
Share-based payment reserve
4,507
Profit and loss reserves
(2,749,771)
(1,374,255)
Total equity
420,868
56,652
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 31 December 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.
55 Redefined Limited
Statement of financial position (continued)
As at 31 December 2023
2
The financial statements were approved by the board of directors and authorised for issue on 3 April 2024 and are signed on its behalf by:
Lyndsey Simpson
Director
Company Registration No. 12933868
55 Redefined Limited
Notes to the financial statements
For the year ended 31 December 2023
3
1
Accounting policies
Company information
55 Redefined Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Queen Victoria Street, London, EC4V 4BE.
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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
During the year to 31 December 2023 the company has received external capital investment to fund the development of the company, its business platform and product and service offerings. Post year end the company continues to be funded and supported by external investment, with further funding expected to complete in 2024, this will enable the company to continue making significant progress with its business plan. The Directors have reviewed future funding requirements and believe the company will have sufficient funding to meet the liquidity demands of the business for the next 12 months from the date these financial statements have been approved. As a result, the financial statements have been produced on a going concern basis.true
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. The fair value of consideration takes into account trade discounts.
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.
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:
Platform
33% straight line
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:
Computers
33% straight line
55 Redefined Limited
Notes to the financial statements (continued)
For the year ended 31 December 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
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).
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.
1.8
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 statement of financial position 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, 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.
55 Redefined Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
5
1.9
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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
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 the Black-Scholes model. 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.
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.
55 Redefined Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
6
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
17
10
3
Intangible fixed assets
Platform
£
Cost
At 1 January 2023
253,739
Additions
50,182
At 31 December 2023
303,921
Amortisation and impairment
At 1 January 2023
91,598
Amortisation charged for the year
91,582
At 31 December 2023
183,180
Carrying amount
At 31 December 2023
120,741
At 31 December 2022
162,141
55 Redefined Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
7
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
1,255
Additions
1,299
At 31 December 2023
2,554
Depreciation and impairment
At 1 January 2023
203
Depreciation charged in the year
669
At 31 December 2023
872
Carrying amount
At 31 December 2023
1,682
At 31 December 2022
1,052
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
59,582
109,080
Corporation tax recoverable
32,774
Other debtors
3,110
10
62,692
141,864
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
40,826
41,052
Taxation and social security
60,638
24,013
Other creditors
223,636
191,782
325,100
256,847
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
92,490
88,950
55 Redefined Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
8
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
Granted
105,995
1.20
Outstanding at 31 December 2023
105,995
Exercisable at 31 December 2023
The weighted average fair value of options granted in the current year was determined using the Black-Scholes option pricing model. The Black-Scholes Model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.
As at the year end, the directors do consider it probable that the vesting conditions will be met, and thus the resulting charge has been accounted for in the statement of comprehensive income.
The options outstanding at 31 December 2023 had an exercise price of between 0.001p and £1.60, and a remaining contractual life of 10 years.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £4,507 (2022 - £nil) 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 shares of 0.001p each
2,076,194
1,503,410
21
15
During the year the company issued a total of 572,784 ordinary shares of 0.001p each, for a share premium of £1,738,765.
10
Related party transactions
As at 31 December 2023 a balance of £92,490 (2022 - £88,950) was payable to We Are Sonic Limited, a company under common control.
55 Redefined Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
9
11
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Creditors
-
(150,666)
Debtors
-
(47,000)
Retained earnings
(19,945)
-
Total adjustments
(19,945)
(197,666)
Equity as previously reported
312,843
254,318
Equity as adjusted
292,898
56,652
Analysis of the effect upon equity
Profit and loss reserves
(19,945)
(197,666)
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Sales
(177,721)
Loss as previously reported
(728,431)
Loss as adjusted
(906,152)
Notes to reconciliation
It was identified that income on certain contracts for provided services had been recognised early, the directors have reviewed the income accounting policy and adjusted to recognised income over the expected service agreement. As a result deferred income has now been recognised at the statement of financial position date to ensure that a provision for income not earned is made for the period up to and including 31 December.
A prior year adjustment has been recognised to reflect the change to opening reserves in respect of difference in the treatment of the above.