Year ended
31 December 2023
Company Number
Rainmaking Venture Studio Ltd.
Company information
Directors | |
| |
| |
|
|
Registred number | 11998427 |
|
|
Registred office | |
| |
| London |
| |
|
|
Indepedent Auditor | N/A |
Rainmaking Venture Studio Ltd.
Strategic Report
For the Year Ended 31 December 2023
Introduction
The directors present their Strategic Report and the financial statements for the year ended 31 December 2023.
Business review
Rainmaking Venture Studio Ltd. is an operational company, which manages investments in startups and assists the mother company (RVS Global Ltd.) in regards to choosing investments and corporate partners.
Results and performance
The results for the year show a loss on ordinary activities before tax of £651 k (2022: loss of £723k).
The shareholders’ deficit totals £1,941 k (2022: deficit £1,289k).
Business environment
Corporate venture building (CVB) is a strategic approach to innovation that is becoming increasingly popular as large corporations seek to stay ahead of the curve in rapidly changing markets. The current business environment for CVB is highly favourable, with corporations investing more heavily in innovation than ever before and CVB being seen as the key driver of growth. However, there is intense competition from top-tier consultancy firms with trusted global brands and better board access.
Principal risks and uncertainties
As a minimally capitalised investment firm, the company's principal risk is our ability to raise further capital to fund operations. The global economy is facing a number of challenges, including inflation, rising interest rates and the war in Ukraine. This uncertainty will make raising new capital or loans from existing investors and new investors more difficult.
Future developments
We will reduce our overhead costs compared to 2023 and 2022, extending our runway to ensure we have more time to secure capital from existing or new shareholders. In the meantime, the team will focus on supporting the existing portfolio held by RVS Global Ltd., and our corporate partners.
This report was approved by the board on September 11th. 2024, and signed on its behalf
Lee Pickrell
Director
Rainmaking Venture Studio Ltd.
Directors Report
For the Year Ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Principal activity
Business review
The loss for the year, after taxation, was £ 528,000
Directors
The directors who served during the year were:
L Pickrell
JP Schlipf
M Stigzelius
Going concern
The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for twelve months from the date of approval of the financial statements.
Post balance sheet events
No post balance sheet events recognised
Disclosure of information from the directors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
• | so far as the director is aware, there is no relevant information of which the Company is unaware; and |
|
|
• | the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant information and to establish that the Company is aware of that information. |
This report was approved by the board on
Lee Pickrell
Director
Rainmaking Venture Studio Ltd.
Directors’ Responsibilities Statement For the Year Ended 31 December 2023
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and then apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Rainmaking Venture Studio Ltd.
Statement of Comprehensive Income
For the Year Ended 31 December 2023
| Note | 2023 £000 | 2022 £000 |
|
|
|
|
Turnover |
| ||
|
|
|
|
Cost of sales |
| - | - |
|
|
|
|
Gross Profit |
| ||
|
|
|
|
Administrative expenses |
|
|
|
Exceptional items |
| ( | ( |
Other income |
| ||
|
|
|
|
Operating (loss)/profit |
| ( | ( |
|
|
|
|
Dividends received from undertakings |
| ||
Interest payable and similar expenses |
| ( | ( |
|
|
|
|
(Loss)/profit before tax |
| ( | ( |
|
|
|
|
Tax on (loss)/profit |
| ||
|
|
|
|
(Loss)/profit for the financial year |
| ( | ( |
Rainmaking Venture Studio Ltd.
Registered number: 11998427
Balance Sheet
As at 31 December 2023
|
| 2023 | 2022 |
| Note | £000 | £000 |
|
|
|
|
Financial assets |
|
|
|
Finanical assets investments |
| ||
|
|
|
|
Current assets |
|
|
|
Debtors; amounts failing due within one year |
| ||
Cash and cash equivalents |
| ||
|
| ||
|
|
|
|
Current liabilities |
|
|
|
Creditors; amounts failing due within one year |
| ( | ( |
|
| ( | ( |
|
|
|
|
Net current assets |
| ||
|
|
|
|
Total assets less current liabilities |
| ||
|
|
|
|
Creditors: amounts falling due after more than one year |
| ( | ( |
|
|
|
|
Accruals and deferred income |
|
|
|
|
|
|
|
Net assets |
| ( | ( |
|
|
|
|
Capital and reserves |
|
|
|
Called up share capital |
| ( | ( |
Premium capital |
| ( | ( |
Profit and loss account |
| ||
|
|
|
|
Shareholders funds |
|
The financial statements were approved and authorised for issue by
Lee Pickrell
Director
Rainmaking Venture Studio Ltd.
Statement of Changes in Equity
For the Year Ended 31 December 2023
| Called up | Profit and | Shareholders |
| share capital | loss account | funds |
| £000 | £000 | £000 |
At 1 January 2023 | 1,223 | (2,512) | (1,289) |
Comprehensive profit for the year |
|
|
|
Loss for the year | ( | (652) | |
|
|
|
|
Total comprehensive income for the year |
| ( | ( |
|
|
|
|
At 31 December 2023 | 1,223 | ( | ( |
Statement of Changes in Equity
For the Year Ended 31 December 2022
| Called up | Profit and | Shareholders' |
| share capital | loss account | funds |
| £000 | £000 | £000 |
At | (1,789) | (566) | |
|
|
|
|
Comprehensive income for the year |
|
|
|
Loss for the financial year | ( | (723) | |
|
|
|
|
Total comprehensive income for the year | ( | (723) | |
|
|
|
|
At | 1,223 | (2,512) | (1,289) |
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
1. General information
Rainmaking Venture Studio Limited is a private company limited by shares and incorporated in
2. Accounting policies
2.1 Basis of preparation of financial statements
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied consistently to all periods presented in these financial statements unless otherwise stated.
2.2 Going concern
In considering the appropriate basis on which to prepare the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future.
The Company generated a loss of £651,000 (2022: loss of £723,000) during the year and had a net assets balance of -£1,941,000 as at 31 December 2022 (2021: net assets of -£1,289,000) The directors have prepared the Company forecasts based the availably of continuing support of RVS Global. These forecasts show sufficient cash facilites available and on this basis, the directors have concluded that it is appropriate to prepare the Company's financial statements on the going concern basis.
2.3
2.4 Turnover
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.5
2.6 Debtors
2.7 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty an notice of not more than 24 hours.
Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts af cash with insignificant risk of change in value.
2.8 Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence af impairment. If objective evidence af impairment is found, an impairment loss is recognised in the Statement af Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value af estimated cash flows discounted at the asset's original effective interest rate.
If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle an a net basis or to realise the asset and settle the liability simultaneously.
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.9 Creditors
2.10 Foreign currency translation Functional and presentation currency
The Company's functional and presentational currency is GBP
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non- monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within finance income or costs. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
2.11 Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated, capital instrument.
2.12 Dividends
2.13 Operating leases: The Company as a lessee
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.14 Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method
2.15 Taxation
Tax is recognised in the Statement af Comprehensive Income except that a charge attributable to an item af income and expense recognised as other comprehensive income ar to an item recognised directly in equity is also recognised in other comprehensive income ar directly in equity respectively.
Deferred tax balances are recognised in respect af all timing differences that have originated but not reversed by the Balance Sheet date, except that:
• | the recognition af deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal af deferred tax liabilities ar other future taxable profits; and |
• | any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values af liabilities acquired and the amount that will be assessed for tax.
Deferred tax is determined using tax rates and laws that have been enacted ar substantively enacted by the Balance Sheet date.
2.16
3. Judgements in applying accounting policies and key sources of estimation uncertainty
.
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
4. operating loss
The operating loss is stated after (crediting)/charging: | 2023 | 2022 |
| £000 | £000 |
Exchange rate differences | ||
|
|
|
5. Staff numbers and costs
| 2023 | 2022 |
| £000 | £000 |
Staff costs, including directors' remuneration, were as follows: |
| |
Wages and salaries | ||
Social security costs | ||
Cost of defined contribution scheme | ||
| ||
|
|
|
The average monthly number of employees, including the directors, during the year was as follows: | 2023 | 2022 |
|
|
|
Directors | ||
Administrative | ||
|
6. Directors' remuneration
| 2023 | 2022 |
| £000 | £000 |
Director's emoluments |
7. Interest receivable
| 2023 | 2022 |
| £000 | £000 |
Bank interest receivable |
8. Interest payable and similar expenses
| 2023 | 2022 |
| £000 | £000 |
Bank interest and similar expenses |
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
9. Taxation
| 2023 | 2022 |
| £000 | £000 |
Corporation tax |
| |
Current tax on (losses)/profits for the year | ( | ( |
|
|
|
Total current tax | ( | ( |
Factors affecting tax charge for the year
| 2023 | 2022 |
| £000 | £000 |
(Loss)/profit on ordinary activities before tax | (652) | ( |
|
|
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of | ( | ( |
|
|
|
Expenses not deductible | ||
Non-taxable income | ||
Deferred tax not recognised | ||
|
|
|
| ( | ( |
Factors that may affect future tax charges
A change in the main UK corporation tax rate, announced in the budget on 3 March 2021, was substantively enacted on 24 May 2021 and received royal assent on 10 June 2021. From 1 April 2023 the main corporation tax rate will increase from 19% to 25% on profits over £250,000. The rate for small profits under £50,000 will remain at 19%. Where the Company’s profits fall between £50,000 and £250,000, the lower and upper limits, it will be able to claim an amount of marginal relief providing a gradual increase in the corporation tax rate. This will impact the Company's future tax charge accordingly.
At the year end, the Company has assessed tax losses available for use against future taxable profits totalling £2,512,000 (2021: £1,789,000). At the year end there is a deferred tax asset of £278,000 (2021: 141,000) which has not been recognised on the basis that there is insufficient certainty over future profit generation against which these losses can be offset.
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
10. Debtors
| 2023 | 2022 |
| £000 | £000 |
Trade debtors | ||
Amounts owed by group undertakings | ||
Corporation tax | ||
Prepayments and accrued income | ||
| 399 | 350 |
11. Cash and cash equivalents
| 2023 | 2022 |
| £000 | £000 |
Cash at bank and in hand |
12. Creditors: amounts falling due within one year
| 2023 | 2022 |
| £000 | £000 |
Other loans | ||
Trade Creditors | ||
Amounts owed to group undertakings | ||
Corporation tax | ||
Other creditors | ||
Accruals and deferred income | ||
| 200 |
13. Creditors: amounts falling due after more than one year
| 2023 £000 | 2022 £000 |
Amounts owed to group undertakings |
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
14. Loans
Analysis of the maturity of loans is given below: | 2023 | 2022 |
|
|
|
Amounts falling due within one year | £000 | £000 |
Other loans | ||
|
|
|
Amounts falling due 1-2 years |
|
|
Amounts owed to group undertakings | ||
|
|
|
Amounts falling due 2-5 years |
|
|
Amounts owed to group undertakings | ||
|
15. Share Capital
| 2023 | 2022 |
| £000 | £000 |
| ||
Allotted, called up and fully paid |
|
|
2,000,000 | - | - |
449,200 Preference shares of £0.001 each | - | - |
170 Growth shares of £0.001 each |
|
|
The oridnary shares have full voting rights and do not confer any rights of redemption. They have dividend rights pursuiant to Article 5.1 of the AoA and capital distribution rights pursuiant to Article 5.2 of the AoA.
The preference shares have full voting rights and do not confer any rights of redemption. They have dividend rights pursuiant to Article 5.1 of the AoA and capital distribution rights pursuiant to Article 5.2 of the AoA.
The growth shares have no voting rights and do not confer any rights of redemption. They have dividend rights pursuiant to Article 5.1 of the AoA and capital distribution rights pursuiant to Article 5.2 of the AoA.
16. Reserves
The Company has the following reserves:
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends paid and other adjustments.
Rainmaking Venture Studio Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2023
17. Related party transactions
18. Controlling party
The controlling party is the sole shareholder of the company,