Registered number: 09410663
HeadBox Solutions Limited
Unaudited
Financial statements
Information for filing with the registrar
For the Year Ended 31 December 2023
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HeadBox Solutions Limited
Chartered Accountants' Report to the Board of Directors on the preparation of the Unaudited Statutory Financial Statements of HeadBox Solutions Limited for the Year Ended 31 December 2023
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of HeadBox Solutions Limited for the year ended 31 December 2023 which comprise the Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.
This report is made solely to the Board of Directors of HeadBox Solutions Limited, as a body, in accordance with the terms of our engagement letter dated 5 February 2020. Our work has been undertaken solely to prepare for your approval the financial statements of HeadBox Solutions Limited and state those matters that we have agreed to state to the Board of Directors of HeadBox Solutions Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than HeadBox Solutions Limited and its Board of Directors, as a body, for our work or for this report.
It is your duty to ensure that HeadBox Solutions Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of HeadBox Solutions Limited. You consider that HeadBox Solutions Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or review of the financial statements of HeadBox Solutions Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Kreston Reeves LLP
Chartered Accountants
Springfield House
Springfield Road
Horsham
West Sussex
RH12 2RG
25 July 2024
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HeadBox Solutions Limited
Registered number: 09410663
Balance Sheet
As at 31 December 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Page 2
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HeadBox Solutions Limited
Registered number: 09410663
Balance Sheet (continued)
As at 31 December 2023
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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 financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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L D Lowry
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The notes on pages 4 to 11 form part of these financial statements.
Page 3
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
Headbox Solutions Limited is a private limited company registered in England and Wales.
The address of the registered office is:
2nd Floor
168 Shoreditch High Street
London
E1 6RA
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 presented in sterling which is the functional currency of the company and rounded to the nearest £.
The following principal accounting policies have been applied:
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Turnover is shown net of value added tax.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Commission from hosts is recognised on the date on which the booking is confirmed.
Income from advertising is recognised over the period to which it relates.
Other services, including photography, are invoiced when confirmed and recognised when they are provided.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.
Page 4
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
Amortisation is provided on the following bases:
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on 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 of cash with insignificant risk of change in value.
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 investment in ordinary shares.
Page 5
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Finance costs are charged to profit or loss 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.
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Foreign currency translation
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Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the balance sheet date. All exchange differences are included in the profit and loss account.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss 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.
Defined contribution pension plan
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.
Page 6
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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.
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.
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.
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The average monthly number of employees, including directors, during the year was 58 (2022 - 62).
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Page 7
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Charge for the year on owned assets
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Page 8
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 9
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Prepayments and accrued income
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Included within other debtors are loans which were made in a previous year to two directors of £13,500 and £24,940 respectively. These loans are non interest bearing and repayable at the latest upon exit, however they can be repaid in part or in full at any time without penalty. Amounts repaid during the year totalled £nil. At the year end the balance outstanding was £38,440.
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Page 10
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HeadBox Solutions Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Allotted, called up and fully paid
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9,880,592 (2022 - 9,766,057) Ordinary shares of £0.000001 each
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663,717 (2022 - 663,717) A Ordinary shares of £0.000001 each
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129,027 (2022 - 129,027) B Hurdle shares of £0.000001 each
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121,466 (2022 - 121,466) C Hurdle shares of £0.000001 each
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118,196 (2022 - 118,196) D Hurdle shares of £0.000001 each
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The following shares were allotted during the period:
Ordinary shares - 114,535 Ordinary shares were allotted with an aggregate nominal value of £0.114535 for consideration of £90,488.
The Company has granted 3 types of equity arrangements for employees or individuals providing similar services, these are unapproved options, EMI options and Hurdle Shares. There are non-market conditions attached to all including employment and services conditions. There are no market conditions attached. All options are equity settled.
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No. options at 1 January 2023
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Weighted average exercise price (£)
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No. options at 31 December 2023
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Weighted average exercise price (£)
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The total expense recognised in the year was £299,386 (2022 - £26,519) in addition a charge of £nil (2022 - £nil) was recognised in the year to true up options which had been granted in prior years but not recognised.
The Company operates a defined contributions 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 £53,926 (2022 - £52,189). Contributions totalling £10,312 (2022 - £10,539) were payable to the fund at the balance sheet date and are included in creditors.
Page 11
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