Caseware UK (AP4) 2022.0.179 2022.0.179 2023-04-302023-04-302023-04-30false2022-05-013526truefalse 12258266 2022-05-01 2023-04-30 12258266 2021-05-01 2022-04-30 12258266 2023-04-30 12258266 2022-04-30 12258266 2021-05-01 12258266 2 2022-05-01 2023-04-30 12258266 2 2021-05-01 2022-04-30 12258266 1 2022-05-01 2023-04-30 12258266 e:Director1 2022-05-01 2023-04-30 12258266 e:Director1 2023-04-30 12258266 e:Director2 2022-05-01 2023-04-30 12258266 e:Director3 2022-05-01 2023-04-30 12258266 e:Director4 2022-05-01 2023-04-30 12258266 e:Director4 2023-04-30 12258266 e:Director5 2022-05-01 2023-04-30 12258266 e:RegisteredOffice 2022-05-01 2023-04-30 12258266 d:OfficeEquipment 2022-05-01 2023-04-30 12258266 d:ComputerEquipment 2022-05-01 2023-04-30 12258266 d:ComputerEquipment 2023-04-30 12258266 d:ComputerEquipment 2022-04-30 12258266 d:ComputerEquipment d:OwnedOrFreeholdAssets 2022-05-01 2023-04-30 12258266 d:CurrentFinancialInstruments 2023-04-30 12258266 d:CurrentFinancialInstruments 2022-04-30 12258266 d:CurrentFinancialInstruments d:WithinOneYear 2023-04-30 12258266 d:CurrentFinancialInstruments d:WithinOneYear 2022-04-30 12258266 d:ShareCapital 2022-05-01 2023-04-30 12258266 d:ShareCapital 2023-04-30 12258266 d:ShareCapital 2021-05-01 2022-04-30 12258266 d:ShareCapital 2022-04-30 12258266 d:ShareCapital 2021-05-01 12258266 d:SharePremium 2022-05-01 2023-04-30 12258266 d:SharePremium 2023-04-30 12258266 d:SharePremium 2 2022-05-01 2023-04-30 12258266 d:SharePremium 2021-05-01 2022-04-30 12258266 d:SharePremium 2022-04-30 12258266 d:SharePremium 2021-05-01 12258266 d:SharePremium 2 2021-05-01 2022-04-30 12258266 d:OtherMiscellaneousReserve 2022-05-01 2023-04-30 12258266 d:OtherMiscellaneousReserve 2023-04-30 12258266 d:OtherMiscellaneousReserve 2 2022-05-01 2023-04-30 12258266 d:OtherMiscellaneousReserve 2021-05-01 2022-04-30 12258266 d:OtherMiscellaneousReserve 2022-04-30 12258266 d:OtherMiscellaneousReserve 2021-05-01 12258266 d:OtherMiscellaneousReserve 2 2021-05-01 2022-04-30 12258266 d:RetainedEarningsAccumulatedLosses 2022-05-01 2023-04-30 12258266 d:RetainedEarningsAccumulatedLosses 2023-04-30 12258266 d:RetainedEarningsAccumulatedLosses 2 2022-05-01 2023-04-30 12258266 d:RetainedEarningsAccumulatedLosses 2021-05-01 2022-04-30 12258266 d:RetainedEarningsAccumulatedLosses 2022-04-30 12258266 d:RetainedEarningsAccumulatedLosses 2021-05-01 12258266 d:RetainedEarningsAccumulatedLosses 2 2021-05-01 2022-04-30 12258266 e:OrdinaryShareClass1 2022-05-01 2023-04-30 12258266 e:OrdinaryShareClass1 2023-04-30 12258266 e:OrdinaryShareClass1 2022-04-30 12258266 e:FRS102 2022-05-01 2023-04-30 12258266 e:Audited 2022-05-01 2023-04-30 12258266 e:FullAccounts 2022-05-01 2023-04-30 12258266 e:PrivateLimitedCompanyLtd 2022-05-01 2023-04-30 12258266 d:Subsidiary1 2022-05-01 2023-04-30 12258266 d:Subsidiary1 1 2022-05-01 2023-04-30 12258266 d:Subsidiary2 2022-05-01 2023-04-30 12258266 d:Subsidiary2 1 2022-05-01 2023-04-30 12258266 d:Subsidiary3 2022-05-01 2023-04-30 12258266 d:Subsidiary3 1 2022-05-01 2023-04-30 12258266 d:Subsidiary4 2022-05-01 2023-04-30 12258266 d:Subsidiary4 1 2022-05-01 2023-04-30 12258266 d:Subsidiary5 2022-05-01 2023-04-30 12258266 d:Subsidiary5 1 2022-05-01 2023-04-30 12258266 d:Subsidiary6 2022-05-01 2023-04-30 12258266 d:Subsidiary6 1 2022-05-01 2023-04-30 12258266 d:Subsidiary7 2022-05-01 2023-04-30 12258266 d:Subsidiary7 1 2022-05-01 2023-04-30 12258266 d:Subsidiary8 2022-05-01 2023-04-30 12258266 d:Subsidiary8 1 2022-05-01 2023-04-30 12258266 d:Subsidiary9 2022-05-01 2023-04-30 12258266 d:Subsidiary9 1 2022-05-01 2023-04-30 12258266 e:Consolidated 2023-04-30 12258266 e:ConsolidatedGroupCompanyAccounts 2022-05-01 2023-04-30 12258266 2 2022-05-01 2023-04-30 12258266 6 2022-05-01 2023-04-30 12258266 13 2022-05-01 2023-04-30 12258266 d:ShareCapital 2 2022-05-01 2023-04-30 12258266 d:ShareCapital 2 2021-05-01 2022-04-30 12258266 f:PoundSterling 2022-05-01 2023-04-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 12258266










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DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2023

 
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COMPANY INFORMATION


Directors
M S Martinez 
M P Pisarz 
G Watson 




Registered number
12258266



Registered office
International House
36-36 Cornhill

London

EC3V 3NG




Independent auditors
MHA
Statutory Auditors

6th Floor

2 London Wall Place

London

EC2Y 5AU





 
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CONTENTS



Page(s)
Directors' Report
1 - 3
Independent Auditors' Report
4 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Statement of Financial Position
9
Company Statement of Financial Position
10
Consolidated Statement of Changes in Equity
11
Company Statement of Changes in Equity
12
Notes to the Consolidated Financial Statements
13 - 31


 
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023

The directors present their report and the consolidated financial statements for the year ended 30 April 2023.

The amounts for the 18 months period ended 30 April 2022 are unaudited.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the consolidated consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law the directors have elected to prepare the consolidated financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these consolidated financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the consolidated financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Group is to provide working capital funding solutions to businesses.

Results and dividends

The loss for the year, after taxation, amounted to £13,984,446 (2022 - restated loss £9,465,687).

No dividend was declared in the year ended 30 April 2023.

Page 1

 
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023


Directors

The directors who served during the year were:

N Brand (resigned 10 January 2024)
M S Martinez 
M P Pisarz 
F A Ismail (resigned 16 November 2023)
 
G Watson was appointed as a director on 10 January 2024.
 

Principal and financial risk management

The principal risk arising from the Company’s and Group financial instruments are reviewed below.

Credit risk
Credit risk reflects the risk that the underlying borrows or other transaction parties will not meet their obligations as they fall due.

The Group seeks to manage these risks by employing a range of credit assessment checks on all applicants together with ongoing reviews and the assessment of credit performance of the loans.
 
Liquidity risk
Liquidity risk reflects the risk that the Company and Group may encounter difficulty in meeting its obligations associated with its financial liabilities. Management is committed to maintaining sufficient liquidity to meet operational needs and to fund its lending activities effectively.
To manage short-term liquidity, the Company and Group maintains a sufficient availability across cash reserves and availability in the group Funding Facility. The management continually monitors the liquidity position to ensure it remains in line with operational requirements.

The repayment terms of the Group's Funding Facilities substantially mitigates the Company’s and Group's liquidity risk by matching the payment profile of the company’s funding to the payment profile of its Loans.
 
Interest rate risk
Interest rate risk exists where interest rates on assets and liabilities are either set according to different bases or reset at different times.
The Group is exposed to interest rate risk because a portion of the Group’s Funding Facilities are at a variable rate. There is a risk that a continued increase in the base rates could reduce the profitability of the Group. The Group would not initially increase interest rates on the Loans and absorb any increases in costs. However, should the impact become material to the Group over time, then a rate rise could be passed onto customers.

Directors' indemnity insurance

Directors' liability and indemnity insurance was in force throughout the period to cover the directors and officers of the company against actions brought against them in their personal capacities. Cover is not provided where the individual has acted fraudulently or dishonestly.

Page 2

 
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Disclosure of information to auditors

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 audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

MHA MacIntyre Hudson was appointed as auditor of the company by the directors during the year. Following a rebranding exercise on 15 May 2023, the trading name of the company's independent auditor changed from MHA MacIntyre Hudson to MHA. MHA offer themselves for re-election.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

The Company has taken advantage of the disclosure exemption from the requirements of Statement of Cash Flows in accordance with FRS 102.
The Company has taken advantage of the small companies' exemption in preparing the Strategic Report in accordance with the small companies regime.

This report was approved by the board and signed on its behalf.
 





M P Pisarz
Director

Date: 28 February 2024

Page 3

 
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD
 

Opinion


We have audited the financial statements of Uncapped Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 April 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.


Page 5

 
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Obtaining an understanding of the legal and regulatory framework that the company operates in;
Reviewing key correspondence with regulatory authorities;
Enquiry of management to identify any instances of non-compliance with laws and regulations;
Enquiry of management around actual and potential litigation claims;
Enquiry of management to identify any instances of known or suspected instances of fraud; and
Discussing and reviewing among the engagement team regarding how and where fraud might occur.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Other matters 
 

The financial statements of Uncapped Ltd for the period 1 November 2020 to 30 April 2022 were unaudited.


Page 6

 
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Rakesh Shaunak FCA, CTA
Senior Statutory Auditor
for and on behalf of MHA, Statutory Auditor
London, United Kingdom


Date:29 February 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (Registered number OC312313).
Page 7

 
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023

Year ended 30 April 2023
As restated Unaudited Period ended 30 April
2022
Note
£
£

  

Turnover
 5 
6,655,986
12,088,508

Cost of sales
  
(9,191,660)
(7,420,527)

Gross (loss)/profit
  
(2,535,674)
4,667,981

Administrative expenses
  
(11,473,001)
(12,006,287)

Other operating income
  
47,988
73,681

Operating loss
 6 
(13,960,687)
(7,264,625)

Other income
  
4,281
18

Interest payable and similar expenses
  
(28,040)
(2,201,080)

Loss before tax
  
(13,984,446)
(9,465,687)

Taxation
 9 
-
-

Loss for the financial year/period
  
(13,984,446)
(9,465,687)

Profit for the year attributable to:
  

Owners of the parent company
  
13,984,446
9,465,687

  
13,984,446
9,465,687

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 31 form part of these financial statements.

Page 8

 
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REGISTERED NUMBER: 12258266

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023

2023
As restated Unaudited 2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
95,487
135,863

  
95,487
135,863

Current assets
  

Debtors: amounts falling due within one year
 12 
29,178,499
60,044,663

Cash at bank and in hand
 13 
6,857,989
11,991,253

  
36,036,488
72,035,916

Creditors: amounts falling due within one year
 14 
(15,598,930)
(29,357,263)

Net current assets
  
 
 
20,437,558
 
 
42,678,653

Total assets less current liabilities
  
20,533,045
42,814,516

Creditors: amounts falling due after more than one year
 15 
(736,566)
(27,147,361)

Net assets
  
19,796,479
15,667,155


Capital and reserves
  

Called up share capital 
 16 
218
29

Share premium account
 17 
41,866,198
23,953,032

Other reserves
 17 
388,173
187,758

Profit and loss account
 17 
(22,458,110)
(8,473,664)

Equity attributable to owners of the parent Company
  
19,796,479
15,667,155

  
19,796,479
15,667,155



The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M P Pisarz
Director

Date: 28 February 2024

The notes on pages 13 to 31 form part of these financial statements.

Page 9

 
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REGISTERED NUMBER: 12258266

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
95,487
135,863

Investments
 11 
111,628
43,867

  
207,115
179,730

Current assets
  

Debtors: amounts falling due within one year
 12 
37,430,864
35,479,151

Cash at bank and in hand
 13 
3,106,310
11,539,724

  
40,537,174
47,018,875

Creditors: amounts falling due within one year
 15 
(16,814,624)
(28,916,030)

Net current assets
  
 
 
23,722,550
 
 
18,102,845

Total assets less current liabilities
  
23,929,665
18,282,575

  

  

Net assets
  
23,929,665
18,282,575


Capital and reserves
  

Called up share capital 
 16 
218
29

Share premium account
 17 
41,866,198
23,953,032

Other reserves
 17 
388,173
187,758

Profit and loss account carried forward
  
(18,324,924)
(5,858,244)

  
23,929,665
18,282,575



The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M P Pisarz
Director

Date: 28 February 2024

The notes on pages 13 to 31 form part of these financial statements.

Page 10

 
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Share premium account
Other reserves (as restated)
Profit and loss account (as restated)
Total equity

£
£
£
£
£


At 1 May 2021
29
6,516,844
6,772
992,023
7,515,668


Comprehensive income for the year

Loss for the year (as restated)
-
-
-
(9,465,687)
(9,465,687)
Total comprehensive income for the year
-
-
-
(9,465,687)
(9,465,687)

Shares issued during the year
-
17,436,188
-
-
17,436,188

Share based payments (as restated)
-
-
180,986
-
180,986



At 1 May 2022
29
23,953,032
187,758
(8,473,664)
15,667,155


Comprehensive income for the year

Loss for the year
-
-
-
(13,984,446)
(13,984,446)
Total comprehensive income for the year
-
-
-
(13,984,446)
(13,984,446)

Shares issued during the year
189
17,913,166
-
-
17,913,355

Share based payments
-
-
200,415
-
200,415


At 30 April 2023
218
41,866,198
388,173
(22,458,110)
19,796,479


The notes on pages 13 to 31 form part of these financial statements.

Page 11

 
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Share premium account
Other reserves (as restated)
Profit and loss account (as restated)
Total equity

£
£
£
£
£


At 1 May 2021 (unaudited, as restated)
29
6,516,844
6,772
(366,819)
6,156,826


Comprehensive income for the year

Loss for the year (as restated)
-
-
-
(5,491,425)
(5,491,425)
Total comprehensive income for the year
-
-
-
(5,491,425)
(5,491,425)

Shares issued during the year
-
17,436,188
-
-
17,436,188

Share based payments (as restated)
-
-
180,986
-
180,986



At 1 May 2022 (unaudited, as restated)
29
23,953,032
187,758
(5,858,244)
18,282,575


Comprehensive income for the year

Loss for the year
-
-
-
(12,466,680)
(12,466,680)
Total comprehensive income for the year
-
-
-
(12,466,680)
(12,466,680)

Shares issued during the year
189
17,913,166
-
-
17,913,355

Share based payments
-
-
200,415
-
200,415


At 30 April 2023
218
41,866,198
388,173
(18,324,924)
23,929,665


The notes on pages 13 to 31 form part of these financial statements.

Page 12

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

1.


General information

Uncapped Ltd is a private company limited by shares, incorporated in England and Wales, registration number is 12258266. The registered office address is International House, 36-38 Cornhill, London, EC3V 3NG.
The financial statements are for the year ended 30 April 2023. The figures for 2022 are unaudited and for the 18 month period ended 30 April 2022 and are therefore not entirely comparable.
The financial statements include a prior year adjustment to the figures for 30 April 2022 (unaudited), see note 14.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

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":
•   the requirements of Section 7 Statement of Cash Flows; 
The functional and presentational currency is GBP and the financial statements are rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 30 April 2021.

Page 13

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.3

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 period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss 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 Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 14

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss 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.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

  
2.10

Funding Facility

Borrowings under the funding facility are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. 
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.

Page 15

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.12

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 16

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
25%
Straight line
Computer equipment
-
25%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each Statement of Financial Position. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each Statement of Financial Position. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured as either basic or other financial instruments based on the loan contract.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on 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 of cash with insignificant risk of change in value.

Page 17

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.17

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.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Page 18

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)


Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

 
2.19

Convertible debt

The proceeds received on issue of the Group's convertible debt are allocated into their liability and equity components and presented separately in the Statement of Financial Position.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Page 19

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Assets are depreciated and amortised over their estimated useful lives as estimated by the Directors.
At the end of each reporting period, the Directors estimate the number of share options that are expected to vest as well as the expected vesting period, in determining the share based payment charge for the period.
The estimates an associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying values of assets and liabilities that are not readily apparent for other sources. The estimates and underlying assumptions are reviewed on an ongoing basis.


4.


Financial risk management

Credit risk
Credit risk reflects the risk that the underlying borrows or other transaction parties will not meet their obligations as they fall due.
The Group seeks to manage these risks by employing a range of credit assessment checks on all applicants together with ongoing reviews and the assessment of credit performance of the loans.
Liquidity risk
Liquidity risk reflects the risk that the Company and Group may encounter difficulty in meeting its obligations associated with its financial liabilities. Management is committed to maintaining sufficient liquidity to meet operational needs and to fund its lending activities effectively.
To manage short-term liquidity, the Company and Group maintains a sufficient availability across cash reserves and availability in the group Funding Facility. The management continually monitors the liquidity position to ensure it remains in line with operational requirements.
The repayment terms of the Group's Funding Facilities substantially mitigates the Company’s and Group's liquidity risk by matching the payment profile of the company’s funding to the payment profile of its Loans.
Interest rate risk
Interest rate risk exists where interest rates on assets and liabilities are either set according to different bases or reset at different times.
The Group is exposed to interest rate risk because a portion of the Group’s Funding Facilities are at a variable rate. There is a risk that a continued increase in the base rates could reduce the profitability of the Group. The Group would not initially increase interest rates on the Loans and absorb any increases in costs. However, should the impact become material to the Group over time, then a rate rise could be passed onto customers.

Page 20

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

5.


Turnover

An analysis of turnover by class of business is as follows:


2023
As restated Unaudited
2022
£
£

Interest income
6,655,986
12,088,508

6,655,986
12,088,508


The group's revenue is derived from United Kingdom operations, servicing clients in the United Kingdom, Europe and the United States.


6.


Operating loss

The operating loss is stated after charging:

2023
As restated Unaudited 2022
£
£

Interest expense included within cost of sales
4,127,355
1,207,967

Exchange differences
(689,222)
(84,557)

Other operating lease rentals
36,702
2,531

Share-based payment
200,415
187,758

Impairment on loans
781,054
4,463,907

Loans written off
5,617,398
2,399,694

VAT not recoverable
436,632
747,362


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
As restated Unaudited 2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
12,500
-

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
50,000
-

All non-audit services not included above
12,500
-

Page 21

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

8.


Employees

Group
Group
Company
Company
2023
As restated Unaudited 2022
2023
As restated Unaudited 2022
£
£
£
£


Wages and salaries
3,328,837
3,307,354
2,954,839
2,671,932

Social security costs
402,135
377,890
353,477
305,158

Cost of defined contribution scheme
68,228
48,303
68,228
45,687

3,799,200
3,733,547
3,376,544
3,022,777


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
39
28
35
26


9.


Taxation


2023
As restated Unaudited 2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation
-
-
Page 22

 
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 25% (2022 - 19   %) as set out below:

2023
As restated Unaudited 2022
£
£


Loss on ordinary activities before tax
(13,984,446)
(9,465,687)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19.49% (2022 - 19%)
(2,726,009)
(1,798,481)

Effects of:


Fixed asset timing differences
(84)
63,188

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
15,570
-

Remeasurement of deferred tax for changes in tax rates
(765,727)
-

Movement in deferred tax not recognised
3,476,250
1,735,293

Total tax charge for the year
-
-


Factors that may affect future tax charges

An increase in the UK corporation tax rate from 19% to 25% was substantively enacted in June 2021 and has taken effect from 1 April 2023 for profits over £250,000. For profits under £50,000 the tax rate will remain the same at 19% and for profits between these figures it will be subject to 25% but reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.

Page 23

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

10.


Tangible fixed assets

Group






Office equipment
Computer equipment
Total

£
£
£



Cost


At 1 May 2022 (unaudited)
1,531
178,448
179,979



At 30 April 2023

1,531
178,448
179,979



Depreciation


At 1 May 2022 (unaudited)
1,531
42,585
44,116


Charge for the year
-
40,376
40,376



At 30 April 2023

1,531
82,961
84,492



Net book value



At 30 April 2023
-
95,487
95,487



At 30 April 2022
-
135,863
135,863

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

           10.Tangible fixed assets (continued)


Company






Computer equipment

£

Cost


At 1 May 2022 (unaudited)
163,079



At 30 April 2023

163,079



Depreciation


At 1 May 2022 (unaudited)
27,216


Charge for the year
40,376



At 30 April 2023

67,592



Net book value



At 30 April 2023
95,487



At 30 April 2022
135,863






Page 25

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

11.


Fixed asset investments

Company





Investments in subsidiary companies (as restated)

£



Cost or valuation


At 1 May 2022 (as previously stated)
43,863


Prior Year Adjustment

4


At 1 May 2022 (as restated)
43,867


Additions
67,761



At 30 April 2023
111,628





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Directly/ Indirectly held

Holding

Uncapped Finance Ltd (12287260)
International House,36-38 Cornhill, London,EC3V 3NG.
Directly
100%
Uncapped Finance II Ltd (14002297)
International House,36-38 Cornhill, London,EC3V 3NG.
Directly
100%
Uncapped Finance III Ltd (14284836)
10th Floor, Churchill Place, London, E14 5HU
Indirectly
100%
Uncapped Technologies sp. z.o.o (0000821496)
Ul. WILCZA 29/16, 00-544, Warszawa, Poland.
Directly
100%
Uncapped Management GmbH (224257)
Charlottenstrabe 4,1096, Berlin, Germany.
Directly
100%
Uncapped Europe GP GmbH (224301)
Charlottenstrabe 4,1096, Berlin, Germany.
Directly
100%
Uncapped Technologies, Inc (87-0937522)
1209 N Orange St,Wilmington, DE19801,United States.
Directly
100%
Uncapped Tech Finance Germany UTF GmBH & Co.KG (60535)
Charlottenstrabe 4,1096, Berlin, Germany.
Indirectly
100%
Sugar Cap Ltd (12144526 - Dissolved on 9 January 2024)
24 Holborn Viaduct, London, EC1A 2BN.
Directly
100%

Page 26

 
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

12.


Debtors

Group
Group
Company
Company
2023
As restated Unaudited 2022
2023
As restated Unaudited 2022
£
£
£
£


Loans and advances to customers
27,430,186
57,537,757
24,202,340
-

Amounts owed by group undertakings
-
-
11,687,538
35,073,602

Other debtors
1,744,053
2,146,615
1,536,726
45,258

Prepayments and accrued income
4,260
360,291
4,260
360,291

29,178,499
60,044,663
37,430,864
35,479,151


Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
The provisions for loan loss total £3,684,385 (2022: £4,465,439) for the year.


13.


Cash and cash equivalents

Group
Group
Company
Company
2023
As restated Unaudited 2022
2023
As restated Unaudited 2022
£
£
£
£

Cash at bank and in hand
6,857,989
11,991,253
3,106,310
11,539,724

6,857,989
11,991,253
3,106,310
11,539,724


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

14.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
As restated Unaudited 2022
2023
As restated Unaudited 2022
£
£
£
£

External loans
-
10,003,939
-
10,003,939

Funding facility
14,380,666
-
-
-

Trade creditors
589,683
480,389
516,642
480,389

Amounts owed to group undertakings
-
-
15,768,034
21,442

Other taxation and social security
116,758
345,903
116,758
345,903

Other creditors
301,550
18,064,357
301,550
18,064,357

Accruals and deferred income
210,273
462,675
111,640
-

15,598,930
29,357,263
16,814,624
28,916,030


Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand


15.


Creditors: Amounts falling due after more than one year

2023
As restated Unaudited 2022
£
£

Funding facility
736,566
-

External loans
-
27,147,361

736,566
27,147,361


The funding facility had a maturity date of 30 November 2024. In November 2023, an extension was signed for the facility to mature at 30 May 2025.
The facility is secured against the underlying assets held within the group. Uncapped Ltd retain exposure for the performance of the loans, however the facility is structured to align cash flows of the underlying assets with the repayments of the facility.

Page 28

 
UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

16.


Share capital

2023
As restated Unaudited 2022
£
£
Allotted, called up and fully paid



218 (2022 - 29) Ordinary shares of £1.00 each
218
29


During the year, 189 ordinary shares of £1.00 each were issued, allotted and fully paid with a share premium of £18,892,555 arising on issue.
During the year the convertible loan of £17,667,773 was converted to equity.


17.


Reserves

Share premium account

The share premium account includes funds received by the company in excess of the par value of the
shares.

Other reserves

Other reserves include the share based payment reserve.

Profit and loss account

The profit and loss account represents the accumulation of profits and losses incurred since incorporation.


18.


Share-based payments

The Company operates an equity settled employee share option scheme. The fair value of share options are measured at the grant date.At the end of each accounting period the estimated number of share options that are likely to be exercised is used to calculate the share based payment. Share based payments in respect of the share options are recognised over the anticipated vesting period. The total value of the share based payment in the year was £200,145 (2022: £157,758).
The share based payment reserve of £388,173 (2022: £187,758) is included in other reserves.

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UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

19.


Prior year adjustment

The comparative figures for 30 April 2022 (unaudited) have been restated to reflect a prior year adjustment with regard to, investments, amounts owed by group undertakings, other debtors, prepayments and accrued income, cash at bank and in hand, trade creditors, amounts owed to group undertakings, accruals and deferred income, other creditors and the profit and loss account. 
The prior year adjustment is the correction of an accounting error, whereby, administrative expenses, other operating charges, fixed assets, debotrs, cash, creditors and reserves was omitted from the accounts.
The prior year adjustment corrects the above by adjusting the following:
Profit and loss account
• Administration expenses increased from £8,821,347 to £8,908,623.
• Other operating expenses expenses increased from £Nil to £180,985.
Fixed assets
• Investments increased from £43,863 to £43,867.
Debtors
• Other debtors decreased from £96,436 to £45,258.
• Amounts owed by group undertakings decreased from £35,125,821 to £35,073,602.
• Prepayments and accrued income decreased £364,671 to £360,921.
Cash and cash equivalents
• Cash at bank increased from £11,538,491 to £11,539,724.
Creditors: Amounts falling due within one year
• Trade creditors increased from £480,173 to £480,389.
• VAT reclassified to other taxes and social security with decreased from £365,393 to £345,903.
• Directors’ loan account reclassified to other creditors.
• Amounts owed to group undertakings increased from £21,432 to £21,442.
Reserves
• Other reserves increased from £Nil to £180,985
The prior year adjustment has resulted in the decrease to opening reserves by £268,261.


20.


Pension commitments

The company operates a defined contribution pension scheme for Uncapped Limited. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £29,708 (2022: £24,497) were due to the fund. They are included in other creditors.

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UNCAPPED LTD
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

21.


Transactions with directors

During the year the company received credits of £237,230 and made further advances of £192,860 from P M Pisarz, a director of the company. As at 30 April 2023, P M Pisarz, was owed £229,575 (2022: £185,205) from the company; this is included within other creditors. Interest has been charged at commercial rates of 11% (2022: 6%) on the overdrawn balance. The loan is unsecured and repayable on demand.


22.


Related party transactions

Included in debtors at the year end, is amounts owed from subsidiaries of £11,687,538 (2022 unaudited: £35,073,602):
• Uncapped Finance I Ltd of £10,110,175 (2022 unaudited: £34,540,879)
• Uncapped Finance II Ltd of £60,540 (2022 unaudited: £10 owed to)
• Uncapped Technology Inc of £1,483,632 (2022 unaudited: £516,910)
• Uncapped Europe GP GmBH of £27,124 (2022 unaudited: £21,432 owed to)
• Uncapped Technology Sp. z. o.o. of £2,768 (2022 unaudited: £2,768)
• Sugar Cap Ltd of £3,299 (2022 unaudited: £299)
These amounts are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Included in creditors at the year end, is amounts owed to subsidiaries of £15,768,034 (2022 unaudited: £21,442):
• Uncapped Finance III Ltd of £12,276,175 (2022 unaudited: £Nil)
• Uncapped Management GmbH of £294,257 (2022 unaudited: £12,746 owed from)
• Uncapped Tech Finance Germany UTF GmBH & CO. KG of £3,197,602 (2022 unaudited: £Nil)
These amounts are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


23.


Post balance sheet events

There have been no post balance sheet events since the Statement of Financial Position date which require disclosure in these financial statements. 

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