Company registration number 08065100 (England and Wales)
CREDIT BENCHMARK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CREDIT BENCHMARK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
CREDIT BENCHMARK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
8,496
34,498
Current assets
Debtors
5
3,814,608
3,946,946
Cash at bank and in hand
734,076
1,215,681
4,548,684
5,162,627
Creditors: amounts falling due within one year
7
(9,634,568)
(5,781,409)
Net current liabilities
(5,085,884)
(618,782)
Total assets less current liabilities
(5,077,388)
(584,284)
Creditors: amounts falling due after more than one year
8
-
0
(3,704,543)
Net liabilities
(5,077,388)
(4,288,827)
Capital and reserves
Called up share capital
10
2,606
2,606
Share premium account
28,195,723
28,195,723
Capital redemption reserve
100
100
Profit and loss reserves
(33,275,817)
(32,487,256)
Total equity
(5,077,388)
(4,288,827)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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 29 April 2024 and are signed on its behalf by:
Mr M C Crumpler
Director
Company Registration No. 08065100
CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Credit Benchmark Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite A, 6 Honduras Street, London, EC1Y 0TH.

1.1
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.

The entity is the parent company of a small group. The group qualifies as a small group as set out in section 383 of the Companies Act 2006 and therefore it is exempt from the requirement to prepare consolidated accounts.

1.2
Going concern

The company has net liabilities of £5,077,388 as at 31 December 2023 (2022: £4,288,827).true

 

Over the course of the year the company addressed the maturity of its loan note instrument, and on 25 March 2024 signed a Deed of Variation to allow a total of £6,000,000 unsecured £1 loan notes to be available to subscribers at the company’s election, £3,585,000 (2022: £3,585,000) of which were subscribed and issued by the company at the date of signing these accounts. The Deed of Variation successfully extended the loan notes' maturity date to 31 March 2027.

 

The directors have carried out a detailed review of the company and its group's financial position including a review of cash flows, forecasts and current pipeline. Within this review, the directors have considered the increasingly broad effects of various events, including the war in Ukraine, the Israeli–Palestinian conflict and the inflationary environment and their impact on the global economy and major financial markets. At the time of approving the financial statements, the directors are of the opinion that the company and its group will continue to be able to meet their financial obligations as they fall due and to continue in operational existence for at least the next twelve months from the date of approval of the accounts.

1.3
Turnover

Turnover represents amounts receivable for services net of VAT and trade discounts.

Revenue is recognised as earned when, and to the extent that, the company obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements but excluding value added tax.

 

Revenue is generally recognised as contract activity progresses so that for incomplete contracts it reflects the partial performance of the contractual obligations. For such contracts the amount of revenue reflects the accrual of the right to consideration by reference to the value of work performed. Revenue not billed to clients is included in debtors and payments on account in excess of the relevant amount of revenue are included in creditors.

 

Fee income that is contingent on events outside the control of the company is recognised when the contingent event

occurs.

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.

CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.5
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:

Plant and machinery
33.3% 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.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.

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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are initially recognised at fair value on the date of the contract and subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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.

CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

1.14
Share-based payments

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts.

 

The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the subsidiary as a capital contribution, and presented as an increase in the parent’s investment in that subsidiary.

 

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

 

CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.15
Leases

Rentals payable under the licence agreement are charged to income on a straight line basis over the term of the licence agreement.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

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.

 

The directors have carried out a detailed review of the company’s financial position since the year end and following an analysis of cash flows, current sales pipeline and projections, the directors consider that the company is a going concern.

 

The other financial liabilities (detachable warrants) and equity instruments (share options) held by the company require specific judgements in order to arrive at the conclusion about the carrying amount to be included in the accounts as at the reporting date. Further information about the risks and associated estimates is included within the notes to the financial statements.

 

The company is taking an active role in research and development programs. A tax credit is recognised at the fair value of the asset received or receivable when there is reasonable assurance that the relief conditions will be met and the tax relief will be received. The qualifying R&D expenditure requires specific judgements to arrive at a conclusion about the percentage of the employees' wages cost included in the R&D claim. The estimate is arrived at after taking into account the job function, activities performed by the employee and the best practice in the sector.

 

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
39
39
CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Tangible fixed assets
Plant and machinery
£
Cost
At 1 January 2023 and 31 December 2023
197,581
Depreciation and impairment
At 1 January 2023
163,084
Depreciation charged in the year
26,001
At 31 December 2023
189,085
Carrying amount
At 31 December 2023
8,496
At 31 December 2022
34,498
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,325,880
1,360,041
Amounts owed by group undertakings
2,103,217
2,145,147
Other debtors
385,511
441,758
3,814,608
3,946,946

At the year end a total balance of £2,103,217 (2022: £2,145,147) was due from the company's subsidiary, Credit Benchmark Inc.

6
Loans and overdrafts
2023
2022
£
£
Other loans
3,817,220
3,704,543
Payable within one year
3,817,220
-
0
Payable after one year
-
0
3,704,543

As at 31 December 2023, other loans from certain directors and shareholders amounted to £3,817,220 (2022: £3,704,543) and were due for repayment in March 2024. Such loans bear interest at a market rate of 3% per annum and are included as part of other loans due within one year as at 31 December 2023. The total loan facility amounts to £6,000,000, and is available to subscribers at the company’s election. The maturity date of the loan notes was successfully extended to 31 March 2027 during the post balance sheet period.

CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Other loans
6
3,817,220
-
0
Trade creditors
282,364
230,709
Taxation and social security
266,700
205,468
Other creditors
74,841
96,902
Accruals and deferred income
5,193,443
5,248,330
9,634,568
5,781,409
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other loans
-
0
3,704,543
9
Share-based payment transactions

The company runs a share based payments scheme, granting share options under an approved EMI option plan. The terms and conditions of the outstanding options granted are as follows:

Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
3,466,508
3,290,347
2.56
2.51
Granted
88,743
512,958
3.38
3.38
Expired
(6,514)
(336,797)
3.38
3.38
Outstanding at 31 December 2023
3,548,737
3,466,508
2.57
2.56
Exercisable at 31 December 2023
-
0
-
0
-
0
-
0

All options granted up to the year ended 31 December 2023 may be exercised immediately prior to a sale of the company. The directors believe that at the present time the options are unlikely to become exercisable therefore no charge for share based payments has been made to the accounts. When an exit event becomes more likely than not, the share based payment charge will be spread over the remaining vesting period.

 

In June 2018, detachable warrant shares were granted entitling the holder to subscribe for variable amounts of shares in the company at a fixed price with an aggregate value of £510,000. In February 2021 the company adopted a Deed of Amendment to the Warrant Instrument, resulting in an increase in the fixed price by £48,611 to £558,611. The debt instrument is classified as a liability within the scope of FRS102 Section 12 as the instrument does not satisfy the criteria of sections 11.8 and 11.9. At the end of each reporting period, the company re-measures the financial instrument within the scope of Section 12 at fair value and recognises changes in fair value through profit or loss. The directors have not carried out an independent valuation of the warrant shares as at the initial recognition date and as at 31 December 2023 because, in their opinion, the difference between the subscription price and the fair market value as at those dates is immaterial.

CREDIT BENCHMARK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
10
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
13,658,632 Ordinary shares of £0.0001 each
1,366
1,366
4,457,967 Series A shares of £0.0001 each
446
446
5,043,594 Series B1 shares of £0.0001 each
504
504
2,895,842 Series B2 shares of £0.0001 each
290
290
2,606
2,606

The company had issued 13,658,632 ordinary shares which carry full voting, dividend and capital distribution rights. They do not carry any redemption rights.

 

The company had issued 4,457,967 Series A shares which carry full voting, dividend and capital distribution rights. They do not carry any redemption rights. The shares have preferred rights as regards return of capital and participation on a distribution of capital on winding up.

 

The company had issued 5,043,594 Series B1 and 2,895,842 Series B2 shares which carry full voting rights. They do not carry any redemption rights. The shares have preferred rights as regards return of capital and participation on distribution of capital on winding up.

11
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments in respect of office premises under non-cancellable agreements, which fall due as follows:

2023
2022
£
£
190,465
268,260
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Monika Trzcinska.
The auditor was PK Audit LLP.
13
Events after the reporting date

After the year end, the company addressed the maturity of its loan note instrument, which allows a total of £6,000,000 unsecured £1 loan notes available to subscribers at the company’s election, £3,585,000 (2022: £3,585,000) of which were subscribed and issued by the company at the date of signing of the accounts. The maturity date of the loan notes was successfully extended to 31 March 2027 during the post balance sheet period.

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