Company registration number 11632800 (England and Wales)
WIFI SECURITIES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
PAGES FOR FILING WITH REGISTRAR
WIFI SECURITIES LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
WIFI SECURITIES LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2023
31 August 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,305,654
1,163,319
Tangible assets
5
675
2,654
1,306,329
1,165,973
Current assets
Debtors
6
312,296
376,975
Cash at bank and in hand
45,248
84,145
357,544
461,120
Creditors: amounts falling due within one year
7
(412,893)
(409,231)
Net current (liabilities)/assets
(55,349)
51,889
Net assets
1,250,980
1,217,862
Capital and reserves
Called up share capital
8
2,324
2,126
Share premium account
2,117,335
1,950,815
Profit and loss reserves
(868,679)
(735,079)
Total equity
1,250,980
1,217,862
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 August 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 30 August 2024 and are signed on its behalf by:
D J Morton
Director
Company registration number 11632800 (England and Wales)
WIFI SECURITIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 March 2021
1,598
1,465,379
(619,486)
847,491
Period ended 31 August 2022:
Loss and total comprehensive income
-
-
(115,593)
(115,593)
Issue of share capital
8
528
485,436
-
485,964
Balance at 31 August 2022
2,126
1,950,815
(735,079)
1,217,862
Year ended 31 August 2023:
Loss and total comprehensive income
-
-
(133,600)
(133,600)
Issue of share capital
8
198
166,520
-
166,718
Balance at 31 August 2023
2,324
2,117,335
(868,679)
1,250,980
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
- 3 -
1
Accounting policies
Company information
Wifi Securities Limited is a private company limited by shares incorporated in England and Wales. The registered office is 509 - 510 Cotton Exchange, Bixteth Street, Liverpool, L3 9LQ.
1.1
Reporting period
These financial statements are for the year ended 31 August 2023. The previous financial statements were for the period from 1 March 2021 to 31 August 2022. As such the comparative amounts presented in the financial statements (including the related notes) are 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 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.
1.3
Going concern
The financial statements have been prepared on the going concern basis which assumes the company will continue as a going concern for the foreseeable future. Since the year end the company has raised new equity funds. In order to continue to invest in research and development activities, in accordance with the company's business plan, the company intends to raise further new equity funds within the next six months. The directors are currently in negotiations with a number of potential investors and, based on the level of investor support indicated from these discussions, the directors have a reasonable expectation that they will be successful in obtaining the necessary funding to continue to enable the company to meet its liabilities as they fall due and to execute its business plan.true
1.4
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.
1.5
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:
Development costs
Nil
Patents
Straight line basis over the shorter of the patent life or fifteen years
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 4 -
Development costs incurred in relation to the company's research and development activities have been capitalised and will be amortised over their estimated useful life once the products to which they relate become commercially available.
1.6
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
33% straight line
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.
1.7
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.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
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.
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 5 -
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.
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
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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.
Where relevant the cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Where relevant 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.
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 6 -
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of intangible fixed assets - development costs
Intangible fixed assets are tested for impairment whenever events or circumstances indicate their carrying value might be impaired. Impairment losses may be recognised on these assets if changes become necessary to the assumptions underlying the estimated future cash flows to be derived from product development. The carrying value of development costs and patents is shown in note 5.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
4
5
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 7 -
4
Intangible fixed assets
Development costs
Patents
Total
£
£
£
Cost
At 1 September 2022
1,048,154
157,749
1,205,903
Additions
154,678
154,678
At 31 August 2023
1,202,832
157,749
1,360,581
Amortisation and impairment
At 1 September 2022
42,584
42,584
Amortisation charged for the year
12,343
12,343
At 31 August 2023
54,927
54,927
Carrying amount
At 31 August 2023
1,202,832
102,822
1,305,654
At 31 August 2022
1,048,154
115,165
1,163,319
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 September 2022 and 31 August 2023
28,026
Depreciation and impairment
At 1 September 2022
25,372
Depreciation charged in the year
1,979
At 31 August 2023
27,351
Carrying amount
At 31 August 2023
675
At 31 August 2022
2,654
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 8 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
670
670
Other debtors
54,605
119,284
55,275
119,954
Deferred tax asset
257,021
257,021
312,296
376,975
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
235,532
194,639
Taxation and social security
792
795
Other creditors
176,569
213,797
412,893
409,231
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 0.1p each
2,316,967
2,118,493
2,316
2,118
B ordinary shares of £1 each
5
5
5
5
C ordinary shares of 0.1p each
982
982
1
1
D ordinary shares of 0.1p each
1,600
1,600
2
2
2,319,554
2,121,080
2,324
2,126
WIFI SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
8
Called up share capital
(Continued)
- 9 -
Voting rights
The holders of A class shares are only entitled to vote on any matter concerning the rights attaching to that class of share and to approve any dividend declared on that class of share.
The holders of B class shares are not entitled to vote.
The holders of C class shares are entitled to vote at general meetings of the company.
The holders of D class shares are not entitled to vote.
Distribution of capital
In the case of a distribution of capital (including on liquidation or winding up) to the members, each of class of share will be entitled to receive the proportion of assets attaching to that class of share, in each case, pro-rata to the proportionate holding of the members within each class of share.
Issue of shares
During the year the company issued 198,474 (2022: 528,221) A ordinary shares at a premium of £0.999 per share realising a total premium of £198,276 (2022: £527,693).
Arrangement fees
The issue of 198,474 (2022: 528,221) A ordinary shares was arranged by Norcliffe Capital Limited and associated firms who introduce investors to the company. The fees charged in connection with this amounted to £31,756 (2022: £42,258) which have been charged to the share premium account, as permitted by Section 610 of the Companies Act 2006, leaving £166,520 (2022: £485,435) to be credited to the share premium account.
9
Events after the reporting date
The company has successfully raised further investment since 31 August 2023. A new plan has been devised setting out the next phase of product development which has commenced.
10
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
S Sullivan (director) is also a director of Traffic Observation via Management Ltd.
At the year end, the company owed £103,197 (2022: £128,197) to Traffic Observation via Management Ltd for the purchase of a patent.
At the year end, Traffic Observation via Management Ltd owed £46,730 (2022: £46,730) to WIFI Securities Limited in relation to expenditure recharges.