Company registration number 13303855 (England and Wales)
FLOWS.WORLD LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
FLOWS.WORLD LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
Notes to the financial statements
2 - 8
FLOWS.WORLD LTD
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
31 December 2023
31 March 2023
Notes
Fixed assets
Intangible assets
4
47,008
34,818
Tangible assets
5
427
-
0
47,435
34,818
Current assets
Debtors
6
140,881
173,208
Cash at bank and in hand
30,823
26,598
171,704
199,806
Creditors: amounts falling due within one year
7
(1,627,776)
(898,914)
Net current liabilities
(1,456,072)
(699,108)
Total assets less current liabilities
(1,408,637)
(664,290)
Creditors: amounts falling due after more than one year
8
-
0
(403,641)
Net liabilities
(1,408,637)
(1,067,931)
Capital and reserves
Called up share capital
9
4
4
Share premium account
299,997
299,997
Other reserves
100,000
29,343
Profit and loss reserves
(1,808,638)
(1,397,275)
Total equity
(1,408,637)
(1,067,931)

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

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 23 August 2024 and are signed on its behalf by:
Mr JE King
Director
Company registration number 13303855 (England and Wales)
FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Flows.World Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 6 Kinghorn Street, London, England, EC1A 7HT.

1.1
Reporting period

The end of the reporting period has changed from 31 March to 31 December for administrative purposes. Consequently, the current financial statements are for the 9 months ended 31 December 2023. The comparative amounts presented in the financial statements, including the related notes, are therefore not entirely comparable.

1.2
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 euros, 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.

1.3
Going concern

For the period ended 31 December 2023 the company made a loss for the year of €411,363 (Year ended 31 March 2023: €859,944). At the balance sheet date the company had net liabilities of €1,408,637 (Year ended 31 March 2023: €1,067,931). On 7 February 2024 the company received €4,000,000 in respect of an irredeemable preference share issue, thereby restoring the balance sheet position to net assets. Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

1.4
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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of digital application services is recognised at the point of use when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Platform development
3 years straight line
1.7
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:

Computers
20% on a straight line basis

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.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

1.10
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.

1.11
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.

FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

There were no areas of estimates or uncertainty, neither in the current period nor in the prior year.

3
Employees

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

31 December
31 March
2023
2023
Number
Number
Total
9
5
4
Intangible fixed assets
Platform development
Cost
At 1 April 2023
42,738
Additions
27,647
At 31 December 2023
70,385
Amortisation and impairment
At 1 April 2023
7,920
Amortisation charged for the period
15,457
At 31 December 2023
23,377
Carrying amount
At 31 December 2023
47,008
At 31 March 2023
34,818
FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
5
Tangible fixed assets
Plant and machinery etc
Cost
At 1 April 2023
-
0
Additions
454
At 31 December 2023
454
Depreciation and impairment
At 1 April 2023
-
0
Depreciation charged in the period
27
At 31 December 2023
27
Carrying amount
At 31 December 2023
427
At 31 March 2023
-
0
6
Debtors
31 December
31 March
2023
2023
Amounts falling due within one year:
Trade debtors
114,167
98,200
Other debtors
26,714
75,008
140,881
173,208
7
Creditors: amounts falling due within one year
31 December
31 March
2023
2023
Other borrowings
1,488,987
610,739
Trade creditors
43,664
10,604
Amounts owed to parent undertaking
45,955
108,000
Other creditors
14,581
-
0
Accruals and deferred income
34,589
169,571
1,627,776
898,914
FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
7
Creditors: amounts falling due within one year
(Continued)
- 7 -

Other borrowings represents the following loans from the parent company:

 

 

The above borrowings were repaid post year end.

8
Creditors: amounts falling due after more than one year
31 December
31 March
2023
2023
Other borrowings
-
0
403,641

See note 8 for details of the other borrowings, due to the parent undertaking.

9
Called up share capital
2023
2023
2023
2023
Ordinary share capital
Number
Number
Issued and fully paid
A Ordinary Shares of 0.001p each
225,000
225,000
2.25
2.25
B Ordinary Shares of 0.001p each
125,000
125,000
1.25
1.25
350,000
350,000
4
4

The B Ordinary Shares have limited voting rights, capped at 25% of the total voting rights, and are entitled to a maximum of 25% of available profits and sale proceeds. A Ordinary Shares have full voting rights and economic rights.

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
William Meakin
Statutory Auditor:
Bright Grahame Murray
Date of audit report:
23 August 2024
FLOWS.WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
11
Events after the reporting date

On 7 February 2024 the company issued 80,000 preference shares with nominal value of £0.00001 per share for £50 per share.

12
Parent company

The immediate parent company is Happy Hour Entertainment Holdings Limited, a company incorporated in the British Virgin Islands, whose registered address is 1st Floor Colombus Centre, PO Box 2283, Road Town, Tortola, British Virgin Islands.

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