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Company No: 09711556 (England and Wales)

WHEN IN ROME WINE LTD

Unaudited Financial Statements
For the financial year ended 31 December 2023
Pages for filing with the registrar

WHEN IN ROME WINE LTD

Unaudited Financial Statements

For the financial year ended 31 December 2023

Contents

WHEN IN ROME WINE LTD

STATEMENT OF FINANCIAL POSITION

As at 31 December 2023
WHEN IN ROME WINE LTD

STATEMENT OF FINANCIAL POSITION (continued)

As at 31 December 2023
Note 2023 2022
£ £
Fixed assets
Tangible assets 3 1,434 2,748
1,434 2,748
Current assets
Stocks 4 230,754 63,296
Debtors 5 347,876 191,803
Cash at bank and in hand 6 118,052 230
696,682 255,329
Creditors: amounts falling due within one year 7 ( 1,092,853) ( 747,168)
Net current liabilities (396,171) (491,839)
Total assets less current liabilities (394,737) (489,091)
Creditors: amounts falling due after more than one year 8 ( 19,656) ( 29,656)
Net liabilities ( 414,393) ( 518,747)
Capital and reserves
Called-up share capital 9 200 181
Share premium account 2,104,398 1,375,327
Other reserves 17,164 0
Profit and loss account ( 2,536,155 ) ( 1,894,255 )
Total shareholders' deficit ( 414,393) ( 518,747)

For the financial year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of When in Rome Wine Ltd (registered number: 09711556) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

R M Malin
Director

23 September 2024

WHEN IN ROME WINE LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
WHEN IN ROME WINE LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

When in Rome Wine Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is C/O Spaces, Level One, The Mailbox, 3 Wharfside Street, Birmingham, B1 1RD, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The company's financial statements show a loss of £691,728 for the year, net current liabilities of £396,171 and an overall net liability of £414,393, which was in line with the Directors’ expectations as we continue to grow the company. Revenue doubled in size this year and is expected to continue on a steep growth trajectory. Not only does this require cash for working capital, but building out capacity in the team and growing sales require upfront investment in people and marketing. This loss position is notably less than 2022, when the loss of £815k represented 121% of sales, whereas the loss in 2023 represented 55% of sales.

During the year, to support the company's cashflow requirements, and invest further in future plans, the company undertook a fundraising process which raised £50,000 before the year-end, and a further £434,010 post-year-end. In addition to this, shareholders agreed to convert £275,197 of loans into shares. The directors have also focussed heavily on optimising the business’ unit economics which has improved significantly since Q2 2024. The business will remain loss-making, albeit significantly reduced, with the loss halving in both cash and % terms for 2024.

The directors are confident that this sets them in good stead to meet their future plans and projections, and to meet their liabilities as they fall due for the foreseeable future, but in particular for at least 12 months from the date of signing of these financial statements. Accordingly, the directors are confident in their ability to continue to adopt the going concern basis in preparing these financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery 25 % reducing balance
Computer equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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 creditors: amounts falling due within one year.

Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Convertible loan notes
The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Statement of Financial Position.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

2. Employees

2023 2022
Number Number
Monthly average number of persons employed by the company during the year, including directors 6 6

3. Tangible assets

Plant and machinery Computer equipment Total
£ £ £
Cost
At 01 January 2023 1,394 5,607 7,001
Additions 0 683 683
At 31 December 2023 0 6,290 6,290
Accumulated depreciation
At 01 January 2023 1,394 2,859 4,253
Charge for the financial year 0 1,997 1,997
At 31 December 2023 0 4,856 4,856
Net book value
At 31 December 2023 0 1,434 1,434
At 31 December 2022 0 2,748 2,748

4. Stocks

2023 2022
£ £
Stocks 230,754 63,296

5. Debtors

2023 2022
£ £
Trade debtors 286,719 89,506
Other debtors 61,157 102,297
347,876 191,803

6. Cash and cash equivalents

2023 2022
£ £
Cash at bank and in hand 118,052 230
Less: Bank overdrafts ( 24,848) ( 27,887)
93,204 (27,657)

7. Creditors: amounts falling due within one year

2023 2022
£ £
Bank loans and overdrafts 47,349 50,814
Trade creditors 495,458 337,279
Other taxation and social security 166,668 26,290
Other creditors 383,378 332,785
1,092,853 747,168

Other creditors includes convertible loans of £383,378 on the assumption that they will be converted into shares on February 2024.

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

2023 2022
£ £
Bank loans (secured) 19,656 29,656

The loan is secured by a floating charge over the assets of the company.

9. Called-up share capital

2023 2022
£ £
Allotted, called-up and fully-paid
1,654,308 Ordinary shares of £ 0.0001 each (2022: 1,495,088 shares of £ 0.0001 each) 165.43 149.51
346,444 Ordinary A shares of £ 0.0001 each (2022: 318,971 shares of £ 0.0001 each) 34.64 31.90
200.07 181.41

In the financial year 2023 class Ordinary A shares were allotted with an aggregate nominal value of £34.64 and consideration of £99,876 was received.

In the financial year 2023 class Ordinary shares were allotted with an aggregate nominal value of £165.43 and consideration of £579,210 was received.

10. Events after the Balance Sheet date

Convertible loan notes were converted into equity shares on the 1st March 2024.