Company registration number 12729677 (England and Wales)
SHIFT HOLDINGS LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
PAGES FOR FILING WITH REGISTRAR
SHIFT HOLDINGS LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
SHIFT HOLDINGS LTD
BALANCE SHEET
AS AT 31 JULY 2023
31 July 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
462
1,544
Investments
4
10,078
10,100
10,540
11,644
Current assets
Debtors
6
814,890
1,105,114
Cash at bank and in hand
10,455
2,312
825,345
1,107,426
Creditors: amounts falling due within one year
7
(453,593)
(200,876)
Net current assets
371,752
906,550
Net assets
382,292
918,194
Capital and reserves
Called up share capital
8
128
127
Share premium account
1,970,039
1,695,189
Capital redemption reserve
3
3
Profit and loss reserves
(1,587,878)
(777,125)
Total equity
382,292
918,194

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 July 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

The financial statements were approved by the board of directors and authorised for issue on 9 August 2024 and are signed on its behalf by:
Mr W L O Monange
Director
Company Registration No. 12729677
SHIFT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
- 2 -
1
Accounting policies
Company information

Shift Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.

1.2
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% on cost
Computer equipment
33.33% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

SHIFT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors 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 assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and R & D tax credit.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SHIFT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 4 -
1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.13

Group accounts

The financial statements presents information about the company as an individual undertaking and not about its group. The company and its subsidiary undertaking comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
7
6
SHIFT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 5 -
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 August 2022 and 31 July 2023
3,609
Depreciation and impairment
At 1 August 2022
2,065
Depreciation charged in the year
1,082
At 31 July 2023
3,147
Carrying amount
At 31 July 2023
462
At 31 July 2022
1,544
4
Fixed asset investments
2023
2022
£
£
Shares in subsidiaries
10,078
10,100
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 August 2022
10,100
Additions
78
Written off
(100)
At 31 July 2023
10,078
Carrying amount
At 31 July 2023
10,078
At 31 July 2022
10,100
5
Subsidiaries

Details of the company's subsidiaries at 31 July 2023 are as follows:

SHIFT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
5
Subsidiaries
(Continued)
- 6 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Impetus Mgmt Ltd
(i)
Ordinary
100.00
Fanvue LLC
(ii)
Ordinary
100.00
(i) Dollar Bay, Flat 2403, Dollar Bay Place, London, England, E14 9AD
(ii)
Delaware
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
617,952
82,106
Corporation tax recoverable
137,159
104,984
Amounts owed by group undertakings
34,270
-
0
Other debtors
25,509
918,024
814,890
1,105,114
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
116,624
35,241
Amounts owed to group undertakings
78
19,083
Taxation and social security
14,023
91,216
Other creditors
322,868
55,336
453,593
200,876
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,280,762
1,263,090
128
127

During the year, 17,672 Ordinary shares of £0.0001 each were issued on 20 January 2023 for a premium of £15.552848 per share.

 

SHIFT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 7 -
9
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption in section 33 of FRS 102 not to disclose transactions with wholly-owned subsidiary undertakings.

 

At 31 July 2023, an amount of £34,270 (2022: £18,983 owed to) was owed by Impetus Mgmt Ltd, a wholly owned subsidiary, included within amounts owed by group undertakings.

 

At 31 July 2023, an amount of £78 (2022: £Nil) was owed to Fanvue LLC, a wholly owned subsidiary, incorporated in Delaware, included within amounts owed to group undertakings.

 

10
Directors' transactions

Included within other creditors is an amount of £3,637 (2022: £7,632) owed to the directors. The loan is interest free and repayable on demand.

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