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Registered number: 10248595










PEANUT APP LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
PEANUT APP LIMITED
REGISTERED NUMBER: 10248595

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
$
$

Fixed assets
  

Tangible assets
 4 
22,276
21,028

  
22,276
21,028

Current assets
  

Debtors: amounts falling due within one year
 5 
1,291,208
1,051,291

Cash at bank and in hand
  
537,506
7,353,395

  
1,828,714
8,404,686

Creditors: amounts falling due within one year
 6 
(17,009,444)
(1,092,315)

Net current (liabilities)/assets
  
 
 
(15,180,730)
 
 
7,312,371

Total assets less current liabilities
  
(15,158,454)
7,333,399

Creditors: amounts falling due after more than one year
 7 
-
(15,025,087)

  

Net liabilities
  
(15,158,454)
(7,691,688)


Capital and reserves
  

Called up share capital 
 9 
12,010
11,944

Share premium account
 10 
21,743,535
21,736,932

Foreign exchange reserve
 10 
(219,556)
351,945

Profit and loss account
 10 
(36,694,443)
(29,792,509)

  
(15,158,454)
(7,691,688)

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 comprehensive income 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: 



................................................
M T Kennedy
Director
Date: 19 September 2024

Page 1

 
PEANUT APP LIMITED
REGISTERED NUMBER: 10248595
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The notes on pages 4 to 13 form part of these financial statements.
Page 2

 
PEANUT APP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$
$


At 1 January 2022
11,847
21,718,971
524,944
(21,507,802)
747,960



Loss for the year
-
-
-
(8,302,492)
(8,302,492)

Share options charge
-
-
-
17,785
17,785

Currency translation
-
-
(172,999)
-
(172,999)

Shares issued during the year
97
17,961
-
-
18,058



At 1 January 2023
11,944
21,736,932
351,945
(29,792,509)
(7,691,688)



Loss for the year
-
-
-
(6,913,172)
(6,913,172)

Share options charge
-
-
-
11,238
11,238

Currency translation
-
-
(571,501)
-
(571,501)

Shares issued during the year
66
6,603
-
-
6,669


At 31 December 2023
12,010
21,743,535
(219,556)
(36,694,443)
(15,158,454)


The notes on pages 4 to 13 form part of these financial statements.

Page 3

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Peanut App Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is Haysmacintyre LLP, 10 Queen Street Place, London, EC4R 1AG and company registration number is 10248595.

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 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 following principal accounting policies have been applied:

 
2.2

Going concern

These financial statements are prepared on the going concern basis. The Company is optimising monetisation and the Directors have performed a going concern assessment for at least 12 months from signing of the financial statements. 
Since the year-end, the Company's performance is tracking revenue and cash flow forecasts and the cash outflow position has significantly reduced. The business is working towards cash flow break-even which it expects to achieve over the next 12 months from signing of these financial statements. The directors have an ability to make additional reductions to expenditure if performance is not in line with expectations. 
In making their assessment the directors have considered the Company's financing arrangements, including the term of the convertible loan notes which have been extended since the year-end. Further negotiations are underway as the directors consider future strategic options, including but not limited to further extensions of the convertible loan notes.  
As a result of the Directors' efforts to improve monetisation and reduce expenses, as well as ongoing discussions with regards to the term of the convertible loan notes and other financing options, they are satisfied that the Company will have sufficient cash to meet liabilities as they fall due for at least the next 12 months as the business moves to break even. As such the Directors consider it appropriate to prepare the financial statements on a going concern basis.
 

Page 4

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is USD.

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 profit or loss 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 profit or loss within 'other operating income'.

 
2.4

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. 
Turnover is comprised of in app sales and brand partnerships. Other turnover is made up of website and other advertising.
In app sales
Turnover is recognised at the point in time in which the transaction occurs. Turnover is recognised net of tax and gross of commissions.
Brand partnerships
Turnover is recognised over the period of the agreement in place as the service requirements are fulfilled.
Other turnover
Turnover is recognised at the point in which the transaction occurs.
 

 
2.5

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 5

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Research and development

Research and development is written off as incurred. There is no capitalisation of research and development costs.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

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 Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

 
2.11

Share-based payments

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 reporting 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.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.12

Taxation

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 reporting date in the countries where the company operates and generates income.

Page 6

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

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:

Computer equipment
-
3 years straight line

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.

 
2.14

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.15

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.16

Creditors

Short term creditors are measured at the transaction price.

 
2.17

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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.
 
Page 7

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

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 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

  
2.18

Treatment of preferred shares

Preferred shares are treated as equity on the basis that dividends are paid only when sufficient distributable profits are available. In the event that a dividend is paid, preferred shareholders are entitled to a non-cumulative amount of 6% of issue price per annum prior to the payment of dividends to ordinary shareholders. The company's preferred shares carry full voting rights and are not redeemable. 

  
2.19

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. 


3.


Employees

The average monthly number of employees, including directors, during the year was 22 (2022 - 21).

Page 8

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Tangible fixed assets





Computer equipment

$



Cost


At 1 January 2023
65,411


Additions
19,599



At 31 December 2023

85,010



Depreciation


At 1 January 2023
44,382


Charge for the year on owned assets
18,352



At 31 December 2023

62,734



Net book value



At 31 December 2023
22,276



At 31 December 2022
21,028


5.


Debtors

2023
2022
$
$


Trade debtors
532,548
187,085

Other debtors
79,050
105,211

Prepayments and accrued income
142,554
58,459

Tax recoverable
537,056
700,536

1,291,208
1,051,291


Page 9

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Creditors: amounts falling due within one year

2023
2022
$
$

Other loans
16,173,087
-

Trade creditors
306,267
362,604

Other taxation and social security
48,104
62,984

Other creditors
53,894
42,688

Accruals
428,092
624,039

17,009,444
1,092,315



7.


Creditors: Amounts falling due after more than one year

2023
2022
$
$

Other loans
-
15,025,087


As detailed in note 15, post year-end, the mature dates of all convertible loan notes were extended to 5 February 2025 which therefore represents a non-adjusting post balance sheet event.


8.


Loans


Analysis of the maturity of loans is given below:


2023
2022
$
$

Amounts falling due within one year

Other loans
16,173,087
-

Amounts falling due 1-2 years

Other loans
-
15,025,087



16,173,087
15,025,087


During the prior year, convertible loan notes were issued totalling $10,000,000. It is the expectation that the notes convert on maturity. The terms of the existing loans at 1 January 2022 were extended and all convertible loan notes were expected to mature on 5 August 2024 at which point the loans may have been repayable. As detailed in note 15, the maturity date of the convertible loan held as well as those issued post year-end were extended to 5 February 2025. Interest is charged at 8% per annum, subject to certain conditions being met. The loans are measured at amortised cost. 

Page 10

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



12,010 (2022 - 11,944) Ordinary B shares of $1.00 each
12,010
11,944


On 8 March 2023, 15,833 shares were issued with a nominal value of $0.001 as a result of the exercise of share options.
On 7 December 2023, 50,000 shares were issued with a nominal value of $0.001 as a result of the exercise of share options.


10.


Reserves

Foreign exchange reserve

During the year, the foreign exchange reserve account recorded transactions based in GBP and converted them into the presentational currency in USD. The currency translation during the year is as a result of the following:
 
- Retranslations in expenses using the average exchange rate of $1.2432 / £1;
- Retranslations of assets and liabilities in the balance sheet using the spot rate of $1.2731 / £1


11.


Share-based payments

Peanut App Limited operates an EMI share option scheme for eligible parties, as well as an unapproved share option scheme. As at 31 December 2023, the Company had in issue 1,856,392 (2022: 1,905,225) options, which were granted between 2017 and 2023. No charge has been recognised in respect of these options since the options are only exercisable on an exit event which is not considered probable at this stage. 
During the period, the board waived all conditions in relation to four employees options and as such, the employee exercised their options. 65,833 (2022: 105,417) share options were exercised. A charge has been included in the accounts on the grounds that it is material by substance. 

Weighted average exercise price (cents)
2023
Number
2023
Weighted average exercise price (cents)
2022
Number
2022

Outstanding at the beginning of the year

17

1,905,225

16
 
1,600,642
 
Granted during the year

20

217,000

22
 
530,000
 
Forfeited during the year

22

(200,000)

22
 
(120,000)
 
Exercised during the year

17

(65,833)

22
 
(105,417)
 
Outstanding at the end of the year
17

1,856,392

17
 
1,905,225
 
Page 11

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.Share-based payments (continued)

2023
2022

Weighted average share price (cents)


17

17
 
Exercise price (cents)


20

22
 
Expected volatility


10%

40%
 
Risk-free interest rate


5%

5%
 

2023
2022
$
$


Charge to Profit & Loss
11,238
17,785

11,238
17,785


12.


Pension commitments

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 $84,732 (2022: $23,111) . Contributions totalling $18,609 (2022: $9,154) were payable to the fund at the reporting date and are included in creditors.


13.


Commitments under operating leases

At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
$
$


Not later than 1 year
75,705
74,494


14.


Related party transactions

At the year end, one of the directors was owed $35,282 (2022: $33,534) from the company. The loan is interest free and repayable on demand.


15.


Post balance sheet events

On 11 January 2024, further convertible loan notes totalling $1,275,000 were issued to existing shareholders and investors, with an expected maturity date of 5 August 2024. Along with the convertible loan notes already held in the year, the maturity dates of all convertible loan notes were extended to 5 February 2025.

Page 12

 
PEANUT APP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Controlling party

The directors do not consider there to be an ultimate controlling party.


17.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 19 September 2024 by Anastasia Frangos (Senior statutory auditor) on behalf of Haysmacintyre LLP.

 
Page 13