Registered number: 06888906
FILTERED TECHNOLOGIES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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FILTERED TECHNOLOGIES LIMITED
REGISTERED NUMBER: 06888906
BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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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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FILTERED TECHNOLOGIES LIMITED
REGISTERED NUMBER: 06888906
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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 financial statements have 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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 14 form part of these financial statements.
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FILTERED TECHNOLOGIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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At 1 January 2021 (as previously stated)
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Prior year adjustment - change in accounting policy
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At 1 January 2021 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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At 1 January 2022 (as previously stated)
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Prior year adjustment - change in accounting policy
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At 1 January 2022 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 4 to 14 form part of these financial statements.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The company is a limited liability company incorporated in England and Wales. The registered office and
principal place of trading is 86-90 Paul Street, London EC2A 4NE. The principal activity of the company
is that of the provision of online training services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
At 31 December 2022, the Company had net assets of £2,474,142 (2021 as restated: £4,132,389). These net assets include a loan of £579,144 (2021: £672,729) none of which is repayable within one year (2021: £187,865).
The Company is in the development stage of its growth and building valuable long-term intellectual property. As such it incurred a loss of £1,658,247 (2021 as restated: loss of £275,278) during the financial year.
The Company has taken significant strides during the financial year in the development of its technology platform. Current and ongoing development of AI-based technology solutions in the learning and development sector as well as a challenging economic environment make the Company’s Content Intelligence product an important tool to enterprise customers seeking to optimise the return on corporate investment in employee learning and development.
Since pivoting to a sole focus on developing its Content Intelligence product in Q4 2021 the Company has continued to refine its go-to-market strategy and value proposition. This is evidenced by a healthier sales pipeline and evidence of customer traction both of which bode well for the near-term prospects of the Company.
The Company has also reduced its expense base in mid-2023 to improve its ability to navigate the challenging global economic environment whilst retaining its ability to realise the potential of its innovative technology.
The forecast prepared by the directors for the 12 months from the signing of the financial statements shows that the Company has sufficient resources to meet its obligations as they fall due. The directors have considered the potential impact of the macro-level risks arising from the current uncertain global economic environment as well as the company-specific risk factors outlined below.
The directors also note that the forecasts include assumptions relating to the conversion of the sales pipeline, receipt of R&D Expenditure Credit (RDEC) from HMRC and the outcome of HMRC’s review of the Company’s RDEC claims for the 2021 and 2022 financial years.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Going concern (continued)
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The directors have noted that the calculation of the anticipated RDEC receipt for 2023 reflects the less generous tax treatment of R&D Expenditure that was announced in the Chancellor’s 2023 Autumn Statement. The directors have reviewed the documentation (including management’s detailed response) relating to the HMRC review of historic claims. Having reviewed the robust response the Directors are of the view that the Company should be able to substantively support the RDEC received for 2021 and 2022. They have concluded that the forecast assumptions fairly reflect the likely outcome of this ongoing investigation.
The directors have further noted that the forecast assumptions correctly reflect the revised payment terms on the Loan mentioned above.
In addition, the directors have reviewed the procedures and practices that are in place to monitor the Company’s cash flow in the next 12 months to ensure that the Company remains solvent. These procedures include a regular review of the sales pipeline, including conversion of sales opportunities; a rolling detailed weekly cashflow forecast, and continued scrutiny of discretionary expenses.
Finally, the directors have also noted that the Company is pursuing securing advance funding against the 2023 RDEC claim and is also in advanced discussions with the lead investors to secure additional equity funding to bridge any gap in the Company’s working capital requirements.
Notwithstanding the above risks the directors do not consider that there is any serious doubt over the ability of the Company to continue to operate for a period of at least twelve months from the date of this report. Accordingly, the financial statements have been prepared on the going concern basis.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Foreign currency translation
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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 Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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 balance sheet 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 Company 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.
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 balance sheet date in the countries where the Company operates and generates income.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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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.
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However the nature of the estimation means that actual outcomes could differ from those estimates. On this background, directors consider there are no judgements in any accounting policies that might have a material effect on the balances held at the Statement of Financial Position date.
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The average monthly number of employees, including directors, during the year was 22 (2021 - 37).
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At 1 January 2022 (as restated)
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At 1 January 2022 (as restated)
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Charge for the year on owned assets
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At 31 December 2021 (as restated)
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
6.Debtors (continued)
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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321,860 (2021 - 321,860) Ordinary shares of £0.0001 each
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124,264 (2021 - 124,260) Ordinary B Shares shares of £0.0001 each
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42,972 (2021 - 42,970) Series A Preferred Shares shares of £0.0001 each
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Other reserves
Other reserves represent the cumulative value of share based payments to date in relation to unexercised options extant at the balance sheet date.
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Share options are granted at the HMRC approved price of the Company's shares at the grant date. The employee is entitled to exercise the share options on the occurrence of an exit event (as detailed in the share option plan). If options remain unexercised after a period of 10 years from the date of grant the options expire.
At the balance sheet date the Company had granted a total of 48,964 options (2021 : 48,964) including 14,819 yet to vest (2021 : 14,819) the weighted average of the vested options over Ordinary Shares was £15.38 (2021 : £15.38) per option.
The fair value of the options is calculated by considering the expected life of the options and has been adjusted, based upon management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the options at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
There were no share based payments recognised in the financial statements for the year ended 31 December 2022 or 31 December 2021.
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FILTERED TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
During the year the Intangible Fixed Assets accounting policy was changed so as to capitalise internal development costs. These costs are being amortised over 5 years which is considered the best estimate of their current useful economic life.
This change in policy has been applied retrospectively to similar costs from earlier years which would have a carrying value on the balance sheet as at the year end. These costs can be seen in the Intangible Fixed Asset note to these accounts.
Summary of the prior year accounting impact £
Increase to intangible asset cost value 6,652,567
Increase to intangible amortisation value (3,164,681)
Decrease to reported loss for the year (3,487,886)
The Company pays into defined contribution plans for its employees. The pension cost charge represents contributions payable by the Company to the plan and amounted to £44,592 (2021 - £62,766). Contributions totalling £10,666 (2021 - £9,439) were payable to the plan at the balance sheet date and are included in creditors.
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Commitments under operating leases
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The Company had no commitments under non-cancellable operating leases at the balance sheet date.
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Related party transactions
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In 2021, the company entered into an agreement with a shareholder to provide consultancy services to the company over a period of 36 months in exchange for an issue of new shares in the company. As a result of the agreement being cancelled the balance held in prepayments at year end of £263,658 has been written off in the current period.
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