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REGISTERED NUMBER: 09718792 (England and Wales)












AMPLYFI LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2023






AMPLYFI LTD (REGISTERED NUMBER: 09718792)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3

Chartered Accountants' Report 8

AMPLYFI LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: P R Teather
A L C Tung
A G Cooper





REGISTERED OFFICE: 5th Floor
One Central Square
Central Square
Cardiff
CF10 1FS





REGISTERED NUMBER: 09718792 (England and Wales)





ACCOUNTANTS: Bevan Buckland LLP
Ground Floor Cardigan House
Castle Court
Swansea Enterprise Park
Swansea
SA7 9LA

AMPLYFI LTD (REGISTERED NUMBER: 09718792)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 - 3,120
Tangible assets 5 25,221 29,492
Investments 6 1,261,515 1,261,515
1,286,736 1,294,127

CURRENT ASSETS
Debtors 7 597,854 819,628
Cash at bank and in hand 2,487,441 864,590
3,085,295 1,684,218
CREDITORS
Amounts falling due within one year 8 621,601 620,608
NET CURRENT ASSETS 2,463,694 1,063,610
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,750,430

2,357,737

CREDITORS
Amounts falling due after more than one
year

9

1,417,013

2,860,491
NET ASSETS/(LIABILITIES) 2,333,417 (502,754 )

CAPITAL AND RESERVES
Called up share capital 11 3,434 1,825
Share premium 13,390,460 8,769,671
Fair value reserve 12 365,743 563,305
Retained earnings (11,426,220 ) (9,837,555 )
SHAREHOLDERS' FUNDS 2,333,417 (502,754 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 March 2024 and were signed on its behalf by:



P R Teather - Director


AMPLYFI LTD (REGISTERED NUMBER: 09718792)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1. STATUTORY INFORMATION

Amplyfi Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern
These financial statements have been prepared on the going concern basis, which assumes that continued support will be provided by the company's investors for the foreseeable future. The company raised capital in 2023 and as such its financial position is dependent, for the foreseeable future, upon the continued support of its investors. The directors have prepared projected profit and loss, balance sheet and cash flows statements for the next three years, which includes another funding round in the 2025 financial year. The projections show that with the benefit of approved capital raises, the company is able to meet its liabilities as they fall due.

After making enquiries, and taking in account the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly the company continues to adopt the going concern basis in preparing its financial statements.

Preparation of consolidated financial statements
The financial statements contain information about Amplyfi Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover represents net invoiced sales of services provided, excluding discounts and rebates allowed by the company and value added tax.

Turnover relating to subscription services is recognised on a straight line basis over the period of the contract.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intellectual property is being amortised evenly over its estimated useful life of 5 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 25% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

AMPLYFI LTD (REGISTERED NUMBER: 09718792)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Financial assets
Financial assets, which include trade and other debtors and cash and bank balances, 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 liabilities and equity
Financial liabilities and equity are classified according to the substance of the financial instrument’s
contractual obligations, rather than the financial instrument’s legal form. Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.

Convertible loan
The company holds convertible debt which has been deemed a basic financial liability based on its contractual obligations. The proceeds received are treated wholly as a liability and not split between equity and liabilities. On conversion, the unpaid liability element is credited to share capital and share premium as appropriate. Any part of the liability that is not converted will remain a liability until settlement or future conversion.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award.

Where equity-settled arrangements are modified, and are of the benefit to the employee, the incremental fair value is recognised over the period from the date of modification to the date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for the share-based payment.

The company has no cash-settled arrangements.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 40 (2022 - 40 ) .

AMPLYFI LTD (REGISTERED NUMBER: 09718792)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 January 2023
and 31 December 2023 17,021
AMORTISATION
At 1 January 2023 13,901
Charge for year 3,120
At 31 December 2023 17,021
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 3,120

5. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2023 7,193 95,298 102,491
Additions 1,025 9,175 10,200
Disposals (7,193 ) (1,211 ) (8,404 )
At 31 December 2023 1,025 103,262 104,287
DEPRECIATION
At 1 January 2023 6,912 66,087 72,999
Charge for year 395 14,076 14,471
Eliminated on disposal (7,193 ) (1,211 ) (8,404 )
At 31 December 2023 114 78,952 79,066
NET BOOK VALUE
At 31 December 2023 911 24,310 25,221
At 31 December 2022 281 29,211 29,492

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 1,261,515
NET BOOK VALUE
At 31 December 2023 1,261,515
At 31 December 2022 1,261,515

Shares in group undertaking relate to US subsidiary company that is 100% wholly owned by Amplyfi Ltd.

AMPLYFI LTD (REGISTERED NUMBER: 09718792)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 23,373 35,069
Other debtors 574,481 784,559
597,854 819,628

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 44,668 46,240
Amounts owed to group undertakings 31,147 54,732
Taxation and social security 133,947 127,079
Other creditors 411,839 392,557
621,601 620,608

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Other creditors 1,417,013 2,860,491

Included in others creditors is an amount of £nil (2022: £2,365,861) which relates to convertible loan notes.

10. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Other loans 1,030,000 -

The company's lenders hold security by way of a fixed and floating charge over the company and a negative pledge.

11. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
343,391 Ordinary 0.01 3,434 1,825

160,874 Ordinary shares of 0.01 each were allotted as fully paid at a premium of 33.58 per share during the year.

During the period there was a new £2m investment round, a total of 59,541 £0.01 ordinary shares were issued as part of this.

This investment also triggered a conversion of loan notes, these loan notes were converted for a total of 101,333 £0.01 ordinary shares.

During the period a total of 6,000 £0.01 shares were gifted back to the company and held as treasury shares.

AMPLYFI LTD (REGISTERED NUMBER: 09718792)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

12. RESERVES
Fair
value
reserve
£   
At 1 January 2023 563,305
Share option issue (33,746 )
Convertible loan notes (163,816 )

At 31 December 2023 365,743

The fair value reserve represents the present value of the share options that have been issued.

13. SHARE-BASED PAYMENT TRANSACTIONS

The company has issued various share option agreements both historically and during the year, a summary of the main terms of these share options is listed below:

No of optionsNo of individualsGrant dateExercise price
1,790 (£0.01 shares)5Dec 2017£6.00
150 (£0.01 shares)1Jun 2018£6.00
522 (£0.01 shares)3Aug 2018£6.00
1,997 (£0.01 shares)12Jul 2019£85.07
8,500 (£0.01 shares)1Feb 2021£23.38
1,224 (£0.01 shares)19Mar 2021£23.38
4,711 (£0.01 shares)26Jan 2022£23.38
21,480 (£0.01 shares)29Dec 2023£23.38

Exercise options will remain in existence until the conditions that are required for them to be exercised are met.

CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS
ON THE UNAUDITED FINANCIAL STATEMENTS OF
AMPLYFI LTD

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Amplyfi Ltd for the year ended 31 December 2023 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Amplyfi Ltd, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Amplyfi Ltd and state those matters that we have agreed to state to the Board of Directors of Amplyfi Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Amplyfi Ltd and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Amplyfi Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Amplyfi Ltd. You consider that Amplyfi Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Amplyfi Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.






Bevan Buckland LLP
Ground Floor Cardigan House
Castle Court
Swansea Enterprise Park
Swansea
SA7 9LA


19 March 2024