Rainmaking Venture Studio Ltd.

 

Annual Report and Financial Statements

Year ended

31 December 2023

 

 

Company Number 11998427

Rainmaking Venture Studio Ltd.

Company information

 

Directors

L Pickrell

 

JP Schlipf

 

M Stigzelius

 

 

Registred number

11998427

 

 

Registred office

4th. Floor Silverstream House

 

45 Fitzroy Street

 

London

 

W1T 6EB

 

 

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

The Company's principal activities is that of collaborating with large corporations to build a new business from scratch, including assistance to portfolio startups.

 

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 11 September 2024 and signed on its behalf.

 

 

 

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

 

0

0

 

 

 

 

Cost of sales

 

-

-

 

 

 

 

Gross Profit

 

0

0

 

 

 

 

Administrative expenses

 

 

 

Exceptional items

 

(652)

(941)

Other income

 

0

220

 

 

 

 

Operating (loss)/profit

 

(652)

(722)

 

 

 

 

Dividends received from undertakings

 

0

0

Interest payable and similar expenses

 

(1)

(1)

 

 

 

 

(Loss)/profit before tax

 

(653)

(723)

 

 

 

 

Tax on (loss)/profit

 

124

137

 

 

 

 

(Loss)/profit for the financial year

 

(529)

(586)

 

 

There was no other comprehensive income for 2023.

Rainmaking Venture Studio Ltd.

Registered number: 11998427

 

Balance Sheet

As at 31 December 2023

 

 

 

2023

2022

 

Note

£000

£000

 

 

 

 

Financial assets

 

 

 

Finanical assets investments

 

678

0

 

 

 

 

Current assets

 

 

 

Debtors; amounts failing due within one year

 

462

216

Cash and cash equivalents

 

188

123

 

 

650

339

 

 

 

 

Current liabilities

 

 

 

Creditors; amounts failing due within one year

 

(21)

(58)

 

 

(21)

(58)

 

 

 

 

Net current assets

 

629

280

 

 

 

 

Total assets less current liabilities

 

1,307

280

 

 

 

 

Creditors: amounts falling due after more than one year

 

(3,248)

(1,570)

 

 

 

 

Accruals and deferred income

 

 

 

 

 

 

 

Net assets

 

(1,941)

(1,290)

 

 

 

 

Capital and reserves

 

 

 

Called up share capital

 

(2)

(2)

Premium capital

 

(1,221)

(1,221)

Profit and loss account

 

3,164

2,513

 

 

 

 

Shareholders funds

 

1,941

1,290

 

The financial statements has 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 were approved and authorised for issue by the board and were signed on its behalf on September 11 2024

 

 

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

0

(652)

(652)

 

 

 

 

Total comprehensive income for the year

 

(652)

(652)

 

 

 

 

At 31 December 2023

1,223

(3,164)

(1,941)

 

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 January 2022

1,223

(1,789)

(566)

 

 

 

 

Comprehensive income for the year

 

 

 

Loss for the financial year

0

(723)

(723)

 

 

 

 

Total comprehensive income for the year

0

(723)

(723)

 

 

 

 

At 31 December 2022

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 England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and principal activities are given in the Directors' Report.

 

2.     Accounting policies

2.1     Basis of preparation of 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 judgement in applying the Company's accounting policies (see note 3).

The presentation currency of these financial statements is Pounds sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

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.

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2.3     Exemtption from preparing consolidated financial statements

The company is exempt from preparing consolidated financial statement, under the small companies regime in CA 2006.

 

2.4     Turnover

Turnover is recognised to the extent that is is probable that the economic benefits will flow tho the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discoutns, rebates, value added tax and other sales taxes.

Rainmaking Venture Studio Ltd.

 

Notes to the Financial Statements

For the Year Ended 31 December 2023

 

2.5     Valutation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each Balance Sheet date. Gains and losses an remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historie cost less impairment.

 

2.6     Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net af transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 

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

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.

 

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

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 

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.

The current income tax charge is calculated an the basis af 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.

 

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     Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 

3.     Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have not seen any need to make any judgements.

.

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

3

12

 

 

 

 

5.     Staff numbers and costs

 

2023

2022

 

£000

£000

Staff costs, including directors' remuneration, were as follows:

 

Wages and salaries

302

478

Social security costs

33

63

Cost of defined contribution scheme

4

6

 

340

547

 

 

 

The average monthly number of employees, including the directors, during the year was as follows:

2023

2022

 

 

 

Directors

2

2

Administrative

2

4

 

4

6

6.     Directors' remuneration

 

2023

2022

 

£000

£000

Director's emoluments

210

210

 

7.     Interest receivable

 

2023

2022

 

£000

£000

Bank interest receivable

2

0

 

8.     Interest payable and similar expenses

 

2023

2022

 

£000

£000

Bank interest and similar expenses

0

1

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

(124)

(137)

 

 

 

Total current tax

(124)

(137)

 

Factors affecting tax charge for the year

 

 

2023

2022

 

£000

£000

(Loss)/profit on ordinary activities before tax

(652)

(723)

 

 

 

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%)

(124)

(137)

 

 

 

Expenses not deductible

0

0

Non-taxable income

0

0

Deferred tax not recognised

0

0

 

 

 

 

(124)

(137)

 

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

8

5

Amounts owed by group undertakings

250

200

Corporation tax

137

137

Prepayments and accrued income

4

8

 

399

350

 

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

11.     Cash and cash equivalents

 

2023

2022

 

£000

£000

Cash at bank and in hand

188

123

 

12.     Creditors: amounts falling due within one year

 

 

2023

2022

 

£000

£000

Other loans

0

0

Trade Creditors

8

32

Amounts owed to group undertakings

179

0

Corporation tax

0

0

Other creditors

13

26

Accruals and deferred income

0

0

 

200

58

 

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

13.     Creditors: amounts falling due after more than one year

 

2023

£000

2022

£000

Amounts owed to group undertakings

3,069

1,570

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

179

0

 

 

 

Amounts falling due 1-2 years

 

 

Amounts owed to group undertakings

3,069

1,570

 

 

 

Amounts falling due 2-5 years

 

 

Amounts owed to group undertakings

0

0

 

3,248

1,570

 

15.     Share Capital

 

2023

2022

 

£000

£000

 

2

2

Allotted, called up and fully paid

 

 

2,000,000 Ordinary shares of £0.001 each

-

-

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

The Company has taken advantage of the exemption available in Section 33.1 A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the group.

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18.     Controlling party

The controlling party is the sole shareholder of the company, RVS Global Ltd.