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REGISTERED NUMBER: 04474324 (England and Wales)















FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

BIZ2MOBILE LIMITED

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Statement of Changes in Equity 4

Notes to the Financial Statements 5


BIZ2MOBILE LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2023







DIRECTORS: K J Lomax
W J Flind
Dolphin Head Property Limited
G Lee





SECRETARY: W L Price





REGISTERED OFFICE: 167-169 Great Portland Street
LONDON
W1W 5PF





REGISTERED NUMBER: 04474324 (England and Wales)





ACCOUNTANTS: Stein Richards
Chartered Accountants
10 London Mews
Paddington
LONDON
W2 1HY

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

BALANCE SHEET
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 9,536,231 9,104,744
Tangible assets 5 3,003 9,370
9,539,234 9,114,114

CURRENT ASSETS
Debtors 6 3,488,028 3,789,431
Cash at bank and in hand 295,740 63,120
3,783,768 3,852,551
CREDITORS
Amounts falling due within one year 7 816,448 276,135
NET CURRENT ASSETS 2,967,320 3,576,416
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,506,554

12,690,530

CREDITORS
Amounts falling due after more than one
year

8

(808,987

)

(974,379

)

ACCRUALS AND DEFERRED INCOME (272,365 ) (897,481 )
NET ASSETS 11,425,202 10,818,670

CAPITAL AND RESERVES
Called up share capital 4,572,436 3,769,824
Share premium 11,851,744 11,851,744
Retained earnings (4,998,978 ) (4,802,898 )
SHAREHOLDERS' FUNDS 11,425,202 10,818,670

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.

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

BALANCE SHEET - continued
31 December 2023


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 24 July 2024 and were signed on its behalf by:





G Lee - Director


BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 3,769,824 (4,971,724 ) 11,851,744 10,649,844

Changes in equity
Total comprehensive income - 168,826 - 168,826
Balance at 31 December 2022 3,769,824 (4,802,898 ) 11,851,744 10,818,670

Changes in equity
Issue of share capital 802,612 - - 802,612
Total comprehensive income - (196,080 ) - (196,080 )
Balance at 31 December 2023 4,572,436 (4,998,978 ) 11,851,744 11,425,202

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Biz2Mobile Limited 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.

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
The financial statements have been prepared on the going concern basis as the directors believe that adequate cash resources will be available to cover the company's requirements for working capital and capital expenditure for at least the next twelve months. This statement has been made after a review of the current economic environment. The directors have concluded, due to the nature of the company's business and continued support of investors, the current economic environment has not given rise to any material uncertainty which would cast doubt on the company's ability to continue as a going concern for the next twelve months.

Preparation of consolidated financial statements
The company and its subsidiary form a small group. The company is therefore not required to produce consolidated financial statements and has not done so. These financial statements present information about the company as a single entity.

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 is measured as the fair value of consideration received or receivable, excluding value added tax. 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 to which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied:

- the amount of revenue can be measured reliably;
- it is probable the Company will receive the consideration due under the contract; and
- the stage of completion of the contract at the end of the reporting period can be measured reliably;

Provision of goods
Revenue from sale of goods are recognised in respect of invoiced goods which have been invoiced and supplied in the period.

Royalty income
This is invoiced as a percentage of turnover (both services and goods) in the company's subsidiary with the overall recognition policy consistent across the group.

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

Development costs are written off against income arising.

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.

The basic financial debtors and liabilities as listed above are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future payments/receipts discounted at a market rate of interest. Such instruments are subsequently carried at amortised costs using the effective interest method, less any impairment. An impairment review is undertaken annually at the balance sheet date.

Taxation
Taxation for the year comprises current 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 taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date. Tax credits are recognised in accordance with current tax legislation.

Research and development
Development costs have been capitalised until such time that the software is complete and available for sale, when it will be written off against arising income.

Research costs are written off in the year in which they are incurred.

Foreign currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing commitments
Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

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 options
For transactions with employees, the fair value of the equity instruments shall be measured at grant date. Any share based payment charge arising from the measurement at fair value and the actual grant price will be charged to the Income Statement over the applicable vesting period.

For equity-settled share based payment transactions, an entity shall measure the services received and the corresponding increase in equity, at the fair value of services received, unless that fair value cannot be estimated reliably.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 15 (2022 - 26 ) .

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

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 11,030,034
Additions 510,273
At 31 December 2023 11,540,307
AMORTISATION
At 1 January 2023 1,925,290
Charge for year 78,786
At 31 December 2023 2,004,076
NET BOOK VALUE
At 31 December 2023 9,536,231
At 31 December 2022 9,104,744

5. TANGIBLE FIXED ASSETS
Office Computer
Equipment equipment Totals
£    £    £   
COST
At 1 January 2023 13,048 128,576 141,624
Additions - 1,074 1,074
Disposals (11,689 ) (4,496 ) (16,185 )
At 31 December 2023 1,359 125,154 126,513
DEPRECIATION
At 1 January 2023 11,943 120,311 132,254
Charge for year 29 5,592 5,621
Eliminated on disposal (10,708 ) (3,657 ) (14,365 )
At 31 December 2023 1,264 122,246 123,510
NET BOOK VALUE
At 31 December 2023 95 2,908 3,003
At 31 December 2022 1,105 8,265 9,370

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade debtors - 147
Amounts owed by group undertakings 3,285,846 3,459,298
Other debtors 202,182 329,986
3,488,028 3,789,431

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade creditors 11,588 22,663
Taxation and social security 15,804 178,567
Other creditors 789,056 74,905
816,448 276,135

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.23 31.12.22
£    £   
Other creditors 808,987 974,379

Amounts falling due in more than five years:

Repayable by instalments
Other loans more 5yrs instal 12,535 58,451

9. SECURED DEBTS

The following secured debts are included within creditors:

31.12.23 31.12.22
£    £   
Loan 935,212 935,212

The loan with Innovate UK Loans Limited is secured against the assets of the company.

BIZ2MOBILE LIMITED (REGISTERED NUMBER: 04474324)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

10. SHARE OPTION SCHEME

The company's share option scheme is an Enterprise Management Incentive (EMI) scheme with the first grant made on 14 January 2015. Under the EMI scheme employees are eligible to participate on the successful completion of their probationary period with the company. Share options are issued at the directors' discretion up to a maximum of 2,537,332. There is no specified vesting period, the exercise is dependent on limited circumstances namely the sale of Biz2Mobile Limited or its assets or on the company being listed on the London Stock Exchange or AIM. Two types of share options exist; fixed and variable. The variable share options can be exercised at company exit above £15m, fixed share options can be exercised on any exit. The share options are automatically cancelled on cessation of employment.

Options were valued using the balance sheet valuation method with the proviso that the valuation could not be lower than the nominal value of £0.1.

As at 1 January 2023 the following share options were in existence with an exercise price of £0.1;
847,684 Fixed
1,312,751 Variable

During the period 203,786 fixed share options and 268,464 variable share options were forfeited. No share options were granted.

Additionally, in the current year hurdle shares were issued under a employment related security scheme. A total of 30,297,000 shares at a nominal value of £0.00001 per share were issued and fully paid. The shares have rights to return of capital provided the surplus assets are more than £5,000,000 with conditions in accordance with the company's memorandum and articles of association.

11. OTHER FINANCIAL COMMITMENTS

Operating lease commitments for lease expiring in less than one year amount to £17,100 (2022:£86,656).