IRIS Accounts Production v24.2.0.383 13449521 Board of Directors 1.4.23 31.3.24 31.3.24 false true false false false true false Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh134495212023-03-31134495212024-03-31134495212023-04-012024-03-31134495212022-03-31134495212022-04-012023-03-31134495212023-03-3113449521ns15:EnglandWales2023-04-012024-03-3113449521ns14:PoundSterling2023-04-012024-03-3113449521ns10:Director12023-04-012024-03-3113449521ns10:PrivateLimitedCompanyLtd2023-04-012024-03-3113449521ns10:SmallEntities2023-04-012024-03-3113449521ns10:AuditExempt-NoAccountantsReport2023-04-012024-03-3113449521ns10:SmallCompaniesRegimeForAccounts2023-04-012024-03-3113449521ns10:FullAccounts2023-04-012024-03-311344952112023-04-012024-03-3113449521ns10:OrdinaryShareClass12023-04-012024-03-3113449521ns10:Director22023-04-012024-03-3113449521ns10:Director32023-04-012024-03-3113449521ns10:RegisteredOffice2023-04-012024-03-3113449521ns5:CurrentFinancialInstruments2024-03-3113449521ns5:CurrentFinancialInstruments2023-03-3113449521ns5:Non-currentFinancialInstruments2024-03-3113449521ns5:Non-currentFinancialInstruments2023-03-3113449521ns5:ShareCapital2024-03-3113449521ns5:ShareCapital2023-03-3113449521ns5:SharePremium2024-03-3113449521ns5:SharePremium2023-03-3113449521ns5:FurtherSpecificReserve1ComponentTotalEquity2024-03-3113449521ns5:FurtherSpecificReserve1ComponentTotalEquity2023-03-3113449521ns5:RetainedEarningsAccumulatedLosses2024-03-3113449521ns5:RetainedEarningsAccumulatedLosses2023-03-3113449521ns5:NetGoodwill2023-03-3113449521ns5:NetGoodwill2023-04-012024-03-3113449521ns5:NetGoodwill2024-03-3113449521ns5:NetGoodwill2023-03-3113449521ns5:ComputerEquipment2023-03-3113449521ns5:ComputerEquipment2023-04-012024-03-3113449521ns5:ComputerEquipment2024-03-3113449521ns5:ComputerEquipment2023-03-3113449521ns5:CurrentFinancialInstrumentsns5:WithinOneYear2024-03-3113449521ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-03-3113449521ns5:Non-currentFinancialInstruments2023-04-012024-03-3113449521ns10:OrdinaryShareClass12024-03-3113449521ns5:RetainedEarningsAccumulatedLosses2023-03-3113449521ns5:SharePremium2023-03-3113449521ns5:FurtherSpecificReserve1ComponentTotalEquity2023-03-3113449521ns5:RetainedEarningsAccumulatedLosses2023-04-012024-03-31
REGISTERED NUMBER: 13449521 (England and Wales)















Unaudited Financial Statements for the Year Ended 31 March 2024

for

2rsq Services Ltd

2rsq Services Ltd (Registered number: 13449521)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


2rsq Services Ltd

Company Information
for the Year Ended 31 March 2024







DIRECTORS: R Amin
R Moisa
R Nachtigall





REGISTERED OFFICE: 71-75 Shelton Street
Covent Garden
London
WC2H 9JQ





REGISTERED NUMBER: 13449521 (England and Wales)





ACCOUNTANTS: GrowthBuilders Insight LLP
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ

2rsq Services Ltd (Registered number: 13449521)

Balance Sheet
31 March 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 3 271,937 308,195
Tangible assets 4 236 510
272,173 308,705

CURRENT ASSETS
Debtors 5 265,220 296,980
Cash at bank 376,369 877,913
641,589 1,174,893
CREDITORS
Amounts falling due within one year 6 90,538 25,434
NET CURRENT ASSETS 551,051 1,149,459
TOTAL ASSETS LESS CURRENT
LIABILITIES

823,224

1,458,164

CREDITORS
Amounts falling due after more than
one year

7

700,000

-
NET ASSETS 123,224 1,458,164

2rsq Services Ltd (Registered number: 13449521)

Balance Sheet - continued
31 March 2024

2024 2023
Notes £ £ £ £
CAPITAL AND RESERVES
Called up share capital 8 567,651 567,651
Share premium 9 2,566,180 2,566,180
Share based payment reserve 9 163,114 110,601
Retained earnings 9 (3,173,721 ) (1,786,268 )
SHAREHOLDERS' FUNDS 123,224 1,458,164

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2024 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 6 August 2024 and were signed on its behalf by:





R Moisa - Director


2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements
for the Year Ended 31 March 2024

1. ACCOUNTING POLICIES

General information
2RSQ Services Ltd is a private Company limited by shares incorporated in England and Wales within the United Kingdom. The registration number is 13449521 and the address of the registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. The Company is not part of a group.

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

Going concern

The business has been developing a product which is now ready for market and as such loss making periods are expected. For the year ended 31 March 2024, the company has recorded a loss before tax of £1,561,782 (2023: £1,585,828) and has net liabilities as at that date of £123,224 (2023: net assets of £1,458,164). The financial statements have been prepared on the going concern basis which assumes that the company will continue as a going concern for the foreseeable future.

The directors' assessment of going concern has been based on consideration of the level of cash held by the company at the date of approving these financial statements, the cost base of the company, reviewing forecasts including cashflow forecasts. They have also considered the continuing financial support of the company's directors and shareholders, including the need for further investment if required. Accordingly, the directors are satisfied that the company will be able to meet its liabilities as they fall due for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing these financial statements..

Turnover
Turnover represents amounts receivable for investment portfolio platform services and software integration and consultancy services net of VAT and trade discounts to the extent that the company has a right to consideration arising from the performance of its contractual obligations.






2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


Revenue Recognition

Revenue is recognised when access to the portfolio management platform is granted or as the software integration and/or consultancy services are delivered. Where revenue is received for software licences, revenue is recognised on the day the service commences and is apportioned on a straight line basis over the contract term as the services are rendered. Services are deemed to be delivered on a continuous basis throughout the course of the contract.

Research and development

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.

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.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Employee pension scheme

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.

Share-based payments

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.


2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024


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.


Taxation

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.

Intangible Fixed Assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and Loss Account over its useful economic life.

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.

2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

1. ACCOUNTING POLICIES - continued

Tangible fixed assets
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.

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:

Office equipment - 33% straight line
Computer equipment - 33% straight line

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.

2. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 5 ) .

3. INTANGIBLE FIXED ASSETS
Goodwill
£
COST
At 1 April 2023
and 31 March 2024 362,583
AMORTISATION
At 1 April 2023 54,388
Amortisation for year 36,258
At 31 March 2024 90,646
NET BOOK VALUE
At 31 March 2024 271,937
At 31 March 2023 308,195

2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

4. TANGIBLE FIXED ASSETS
Computer
equipment
£
COST
At 1 April 2023
and 31 March 2024 6,331
DEPRECIATION
At 1 April 2023 5,821
Charge for year 274
At 31 March 2024 6,095
NET BOOK VALUE
At 31 March 2024 236
At 31 March 2023 510

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Refundable Deposits 7,038 7,038
Employee Loan 2,749 5,783
Tax recoverable 174,329 242,547
Accrued Income 35,222 -
VAT 18,345 19,911
Prepayments 27,537 21,701
265,220 296,980

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade creditors 24,322 12,823
Social security and other taxes 16,341 -
Pensions payable 807 1,151
Directors' current accounts 30,697 -
Accruals and deferred income 18,371 11,460
90,538 25,434

2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR
2024 2023
£ £
Advanced Subscriptions 700,000 -

Advanced subscription agreements with a total value of £700,000 have been issued by the company which will convert into ordinary share capital (at a discount) in the event of a funding round. No interest is charged on the advanced subscriptions.

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
565,651 Ordinary £1 567,651 567,651

9. RESERVES
Share based
Retained Share payment
earnings premium reserve Totals
£ £ £ £

At 1 April 2023 (1,786,268 ) 2,566,180 110,601 890,513
Deficit for the year (1,387,453 ) (1,387,453 )
Share based payment reserve - - 52,513 52,513
At 31 March 2024 (3,173,721 ) 2,566,180 163,114 (444,427 )

10. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the year, the Directors advanced the company loans totalling £330,000 which were repayable by 31/5/24. Interest is charged at 12.5% per annum and the Directors have the option to convert the loans and accrued interest into shares in the event of a funding round. On 20 March 2024, £309,760 of the balance was converted into an advanced subscription agreement.

At the year end, the balance outstanding on the loan to the Directors was £30,696 (2023: nil) and this is included in Note 7 of the accounts.

2rsq Services Ltd (Registered number: 13449521)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

11. SHARE-BASED PAYMENT TRANSACTIONS

2RSQ Services Ltd operates an equity-settled share based remuneration scheme for its employees and directors. All employees and directors are eligible to participate in the long term incentive scheme once they have completed two years of service.

Options were granted in 2022 and 2023 for one director and one employee. There were three types of options granted with different vesting conditions. The options granted have either an immediate vesting condition, a linear 4-year time-based vesting condition or a back-loaded 4-year time-based vesting condition. The maximum term of options granted is 10 years. The method of settlement is equity.




Weighted
average
exercise
price



Number
Weighted
average
exercise
price



Number
2024202420232023
£No£No
Granted during the year1.002,7981.005,305


20242023
Option pricing model usedBlack Scholes Black Scholes
Weighted average share price3737
Exercise price11
Weighted average contractual life (years)55
Expected volatility50%50%
Expected dividend growth rate0%0%
Risk-free interest rate4.26%3.33%

12. PENSION COMMITMENTS

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £2,642 ((2023 - £493) . Contributions totalling £807 (2023 - £1,151) were payable to the fund at the balance sheet date and are included in creditors.