Company registration number 10502650 (England and Wales)
NUMBEREIGHT TECHNOLOGIES LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
NUMBEREIGHT TECHNOLOGIES LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
NUMBEREIGHT TECHNOLOGIES LTD
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
43,949
44,991
Tangible assets
5
12,231
10,978
56,180
55,969
Current assets
Debtors
6
47,787
238,026
Cash at bank and in hand
1,061,838
425,795
1,109,625
663,821
Creditors: amounts falling due within one year
7
(64,283)
(43,775)
Net current assets
1,045,342
620,046
Total assets less current liabilities
1,101,522
676,015
Creditors: amounts falling due after more than one year
8
-
0
(825,523)
Net assets/(liabilities)
1,101,522
(149,508)
Capital and reserves
Called up share capital
10
4,510
3,313
Share premium account
11
4,556,493
2,349,631
Other reserves
10,639
9,193
Profit and loss reserves
(3,470,120)
(2,511,645)
Total equity
1,101,522
(149,508)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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

The financial statements were approved by the board of directors and authorised for issue on 13 August 2024 and are signed on its behalf by:
Mr A Sen
Director
Company registration number 10502650 (England and Wales)
NUMBEREIGHT TECHNOLOGIES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
3,312
2,349,459
-
(1,541,540)
811,231
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(970,105)
(970,105)
Issue of share capital
10
1
172
-
-
173
Issue of options, rights and warrants
-
-
9,193
-
9,193
Balance at 31 December 2022
3,313
2,349,631
9,193
(2,511,645)
(149,508)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(958,475)
(958,475)
Issue of share capital
10
1,197
2,206,862
-
-
2,208,059
Issue of options, rights and warrants
-
-
1,446
-
1,446
Balance at 31 December 2023
4,510
4,556,493
10,639
(3,470,120)
1,101,522
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

NumberEight Technologies Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Bankside 300 Peachman Way, Broadland Business Park, Norwich, Norfolk, United Kingdom, NR7 0LB.

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, [modified to include the revaluation of certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

The company's financial statements have been prepared under the going concern basis.

 

The company has, since its incorporation in 2016, invested a considerable amount of time and resources into its core research and development activities taking its goal of rebuilding the mobile app economy without personal data from a concept to reality. Like most tech startups this focus has resulted in the company being loss making each year and this is forecast to continue as further development work is carried out even though the company has begun to generate operational income.

 

At 31 December 2023 the company has net assets of £1,101,522 (2022: net liabilities of £149,508) following significant investment during the year including the conversion of convertible loans into shares. The directors have prepared detailed forecasts anticipating that income will grow significantly but also that the company will need to secure additional investor funding during 2025 to be able to continue trading and continue its research and development activities.

 

The company has previously been successful in attracting significant investment and a series of discussions are underway with potential investors. Given investor appetite for high quality investment opportunities at an early stage of a company's development, along with the demonstratable advancements the company has made in the past two years, the board of directors, which includes representatives of institutional investors already committed to the company, are confident that the company will be able to secure further investment that it needs to be able to continue to trade for the foreseeable future.

1.3
Turnover

Turnover is measured at the fair rate of value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.

 

Each contract with customers is assessed on its own merits to determine whether the nature of the sale is effectively the provision of a licence, which is apportioned over time or whether the provision of software is more akin to that of a sale of goods when income is recognised on dispatch, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.4
Intangible fixed assets other than goodwill

Intangible assets are initially recorded at cost, and are subsequently stated at cost loss any accumulated amortisation and impairment losses.

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:

Patents & licences
10% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life of residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

 

The useful life of certain intangible assets cannot be reliably estimated. These assets are being amortised over 10 years in accordance with the maximum allowable useful life under FRS 102 as they are considered by the directors to have a useful life of at least 10 years.

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:

Fixtures and fittings
33% straight line
Computers
33% straight line
1.6
Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

 

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to be paid or recovered using the tax rates and laws that have been enacted at the reporting date.

 

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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, Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

1.7
Foreign exchange

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

1.8

Share options

The company has a share option scheme and has granted options to a number of employees. The directors have assessed the value of the options granted using the Black-Scholes model and recognise an expense over the relevant vesting period with a corresponding increase in the share option reserve.

NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.9

Convertible loan

The entire instrument has been designated as fair value through profit or loss on initial recognition and as such the embedded conversion feature is not separated.

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. 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

 

Impairment of intangible assets - Patents

 

The directors have considered the value of the company's capitalised patent applications arising from its research and development activities. The assessment primarily includes considering the likelihood of patent applications being granted in light of whether any challenges have been notified and the expectation of whether the company will be able to commercially exploit the patent by way of using it to generate future profitable income streams, which itself requires assessing future demand and viability of software still under development.

 

Going concern

 

As explained in detail. in note 1.2, the directors have considered the requirement of the company to obtain additional investor funding. Having considered all the information available they consider there to be a strong likelihood of sufficient investment being obtained and therefore the accounts have been prepared under the going concern basis.

 

Convertible loan

 

The calculation of the fair value of the liability component of convertible loans requires some judgement when selecting the appropriate discount rate to apply. The directors believe the discount rate of 10.95% used is a reasonable rate based on similar instruments without conversion rights.

3
Employees

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

2023
2022
Number
Number
Total
12
13
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2023
47,379
Additions
4,921
Disposals
(5,420)
At 31 December 2023
46,880
Amortisation and impairment
At 1 January 2023
2,388
Amortisation charged for the year
976
Disposals
(433)
At 31 December 2023
2,931
Carrying amount
At 31 December 2023
43,949
At 31 December 2022
44,991
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
25,618
Additions
8,443
At 31 December 2023
34,061
Depreciation and impairment
At 1 January 2023
14,640
Depreciation charged in the year
7,190
At 31 December 2023
21,830
Carrying amount
At 31 December 2023
12,231
At 31 December 2022
10,978
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
11,620
389
Corporation tax recoverable
-
0
199,831
Other debtors
14,408
22,039
Prepayments and accrued income
21,759
15,767
47,787
238,026
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
12,903
8,230
Taxation and social security
25,783
16,621
Other creditors
4,819
38
Accruals and deferred income
20,778
18,886
64,283
43,775
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Convertible loans
-
0
825,523

During the year the convertible loans were converted into Series seed preferred shares of £0.001 each.

9
Share-based payment transactions

Equity settled share based payment arrangements in the form of share options existed at the year end. The share options relate to ordinary shares. All shares are equity based.

 

For options granted from 2020, one quarter of the options shall vest on the first anniversary of the grant. The remaining shall vest each month in 36 equal tranches from the first anniversary whilst the option holder remains an employee. No further vesting shall take place following cessation of employment unless the board exercises its discretion.

 

The fair value of each option award is estimated on the date of the grant by using market data to the greatest extent possible as inputs for the model.

 

 

NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Share-based payment transactions
(Continued)
- 8 -
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
140,880
141,760
0.45
0.45
Exercised
-
0
(880)
-
0
1.96
Outstanding at 31 December 2023
140,880
140,880
0.45
0.45
Exercisable at 31 December 2023
140,880
-
0
0.45
-
0

The weighted average share price at the date of exercise for share options exercised during the year was £Nil (2022 - £1.96).

The options outstanding at 31 December 2023 had an exercise price ranging from £0.01 to £1.96, and a remaining contractual life of 1 to 2 years.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £1,446 (2022 - £6,364) which related to equity settled share based payment transactions.

10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £0.001 each
1,852,870
185,287
1,853
1,853
A Ordinary shares of £0.001 each
543,310
54,331
543
543
B Ordinary shares of £0.001 each
10
1
-
-
2,396,190
239,619
2,396
2,396
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Series seed preferred shares of £0.001 each
2,114,237
91,695
2,114
917
Preference shares classified as equity
2,114
917
Total equity share capital
4,510
3,313
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Called up share capital
(Continued)
- 9 -

Ordinary shares have full voting rights, dividend rights and rights to a capital distribution on a pro rate basis as if the Ordinary shares, A Ordinary shares and Series seed preferred shares were constituted as one class; they do not confer any rights of redemption.

 

A Ordinary shares have full voting rights, dividend rights and rights to a capital distribution on a pro rate basis as if the Ordinary shares, A Ordinary shares and Series seed preferred shares were constituted as one class; they do not confer any rights of redemption.

 

B Ordinary shares have no voting rights or rights to any distribution; they do not confer any rights of redemption.

 

Series seed preferred shares have full voting rights, dividend rights and rights to a capital distribution on a pro rate basis as if the Ordinary shares, A Ordinary shares and Series seed preferred shares were constituted as one class; they do not confer any rights of redemption.

On 6 December 2023, the Ordinary shares, A Ordinary shares, B Ordinary shares and Series seed preferred shares were converted from shares of £0.01 each to shares of £0.001 each .

 

Following the conversion, 1,197,287 Series seed preferred shares of £0.001 each were allotted. Total consideration received was £2,208,059 including conversion of loans referred to in note 8.

11
Share premium account

The share premium account represents the premium arising on the issue of shares net of costs.

12
Other reserves
2023
2022
£
£
At the beginning of the year
9,193
-
Other movements
1,446
9,193
At the end of the year
10,639
9,193

Other reserves represents equity-settled schemes.

13
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 Stuart Heaney and the auditor was Henton & Co LLP.
2023-12-312023-01-01false14 August 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedAbhishek SenMr C WattsS BullockMr C F Roquetafalsefalse105026502023-01-012023-12-31105026502023-12-31105026502022-12-3110502650core:PatentsTrademarksLicencesConcessionsSimilar2023-12-3110502650core:PatentsTrademarksLicencesConcessionsSimilar2022-12-3110502650core:OtherPropertyPlantEquipment2023-12-3110502650core:OtherPropertyPlantEquipment2022-12-3110502650core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3110502650core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3110502650core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3110502650core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3110502650core:CurrentFinancialInstruments2023-12-3110502650core:CurrentFinancialInstruments2022-12-3110502650core:ShareCapital2023-12-3110502650core:ShareCapital2022-12-3110502650core:SharePremium2023-12-3110502650core:SharePremium2022-12-3110502650core:OtherMiscellaneousReserve2023-12-3110502650core:OtherMiscellaneousReserve2022-12-3110502650core:RetainedEarningsAccumulatedLosses2023-12-3110502650core:RetainedEarningsAccumulatedLosses2022-12-3110502650core:ShareCapital2021-12-3110502650core:SharePremium2021-12-3110502650core:RetainedEarningsAccumulatedLosses2021-12-3110502650core:ShareCapitalOrdinaryShares2023-12-3110502650core:ShareCapitalOrdinaryShares2022-12-3110502650bus:Director12023-01-012023-12-3110502650core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31105026502022-01-012022-12-3110502650core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3110502650core:ShareCapital2022-01-012022-12-3110502650core:SharePremium2022-01-012022-12-3110502650core:ShareCapital2023-01-012023-12-3110502650core:SharePremium2023-01-012023-12-3110502650core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3110502650core:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3110502650core:FurnitureFittings2023-01-012023-12-3110502650core:ComputerEquipment2023-01-012023-12-3110502650core:PatentsTrademarksLicencesConcessionsSimilar2022-12-3110502650core:PatentsTrademarksLicencesConcessionsSimilarcore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3110502650core:OtherPropertyPlantEquipment2022-12-3110502650core:OtherPropertyPlantEquipment2023-01-012023-12-3110502650core:Non-currentFinancialInstruments2023-12-3110502650core:Non-currentFinancialInstruments2022-12-31105026502022-12-31105026502021-12-3110502650bus:PrivateLimitedCompanyLtd2023-01-012023-12-3110502650bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3110502650bus:FRS1022023-01-012023-12-3110502650bus:Audited2023-01-012023-12-3110502650bus:Director22023-01-012023-12-3110502650bus:Director32023-01-012023-12-3110502650bus:Director42023-01-012023-12-3110502650bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP