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Dataseat Ltd
Directors' Report and
Financial Statements
For The Year Ended 31 December 2023
Flinder Effect Limited
Directors' Report and Financial Statements
Contents
Page
Company Information 1
Directors' Report 2—3
Independent Auditor's Report 4—6
Income Statement 7
Statement of Financial Position 8
Statement of Changes in Equity 9
Notes to the Financial Statements 10—13
Page 1
Company Information
Directors Mr P Hayton
Mr D J Philippson
Mr S Sondhi
Company Number 11530895
Registered Office Flat 2 33 Hyde Park Square
London
United Kingdom
W2 2NW
Accountants Flinder Effect Limited
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
Auditors Nichols & Co (Accountancy) Ltd
Unit 7 Mulberry Place
Pinnell Road
Eltham
London
SE9 6AR
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Directors' Report
The directors present their report and the financial statements for the year ended 31 December 2023.
Principal Activity
The principal activity of the company in the year under review was that of information technology consultancy and licensing activities.
Directors
The directors who held office during the year were as follows:
Mr P Hayton
Mr D J Philippson
Mr S Sondhi
Mr I Ciobotaru Resigned 13/07/2023
Statement of Directors' Responsibilities
The directors are responsible for preparing 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 the financial statements the directors are required to: 
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:
  • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent Auditors
The auditors, Nichols & Co (Accountancy) Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.
On behalf of the board
Mr D J Philippson
Director
4 September 2024
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Independent Auditor's Report
Opinion
We have audited the financial statements of Dataseat Ltd for the year ended 31 December 2023 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
  • give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note 13 to the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
  • the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Directors' Report have been prepared in accordance with applicable legal requirements.
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Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
  • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
  • the financial statements are not in agreement with the accounting records or returns; or
  • certain disclosures of directors' remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2—3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
  • enquiry of management, those charged with governance and the company’s legal advisers (where deemed necessary);
  • enquiry of staff in compliance functions to identify any instances of non-compliance with laws and regulations;
  • reviewing minutes of meetings of those charged with governance;
  • reviewing accounts disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
  • performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.    
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website www.frc.org.uk/auditorsresponsibilities.  This description forms part of our auditor's report.                 
Use Of Our Report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
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Steve Nichols (Senior Statutory Auditor)
for and on behalf of Nichols & Co (Accountancy) Ltd , Statutory Auditor
13 September 2024
Nichols & Co (Accountancy) Ltd
Unit 7 Mulberry Place
Pinnell Road
Eltham
London
SE9 6AR
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Page 7
Income Statement
2023 2022
Notes £ £
TURNOVER 19,671,100 14,678,497
Cost of sales (15,830,824 ) (11,648,875 )
GROSS PROFIT 3,840,276 3,029,622
Administrative expenses (4,343,299 ) (3,305,316 )
Other operating income 71,940 -
OPERATING LOSS 3 (431,083 ) (275,694 )
Other interest receivable and similar income - 372
Interest payable and similar charges (55,453 ) (15,866 )
LOSS FOR THE FINANCIAL YEAR (486,536 ) (291,188 )
The notes on pages 10 to 13 form part of these financial statements.
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Statement of Financial Position
2023 2022
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 5 26,563 23,013
Fixed Assets Investments 6 4,500 4,500
31,063 27,513
CURRENT ASSETS
Debtors 7 4,483,588 2,817,366
Cash at bank and in hand 2,351,643 1,423,343
6,835,231 4,240,709
Creditors: Amounts Falling Due Within One Year 8 (6,488,337 ) (2,809,928 )
NET CURRENT ASSETS (LIABILITIES) 346,894 1,430,781
TOTAL ASSETS LESS CURRENT LIABILITIES 377,957 1,458,294
Creditors: Amounts Falling Due After More Than One Year 9 - (593,801 )
NET ASSETS 377,957 864,493
CAPITAL AND RESERVES
Called up share capital 10 160 160
Share premium account 2,817,091 2,817,091
Income Statement (2,439,294 ) (1,952,758 )
SHAREHOLDERS' FUNDS 377,957 864,493
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

The financial statements were approved by the board of directors on 4 September 2024 and were signed on its behalf by:
Mr D J Philippson
Director
4 September 2024
The notes on pages 10 to 13 form part of these financial statements.
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Statement of Changes in Equity
Share Capital Share Premium Income Statement Total
£ £ £ £
As at 1 January 2022 154 2,749,958 (1,661,570 ) 1,088,542
Loss for the year and total comprehensive income - - (291,188 ) (291,188)
Arising on shares issued during the period 6 67,133 - 67,139
As at 31 December 2022 and 1 January 2023 160 2,817,091 (1,952,758 ) 864,493
Loss for the year and total comprehensive income - - (486,536 ) (486,536)
As at 31 December 2023 160 2,817,091 (2,439,294 ) 377,957
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Notes to the Financial Statements
1. General Information
Dataseat Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11530895 . The registered office is Flat 2 33 Hyde Park Square, London, United Kingdom, W2 2NW.

The presentation currency of the financial statements is the Pound Sterling (£).
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 1A "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Significant judgements and estimations
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates if necessary. It also requires management to exercise judgement in applying the company accounting policies.
2.3. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
2.4. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Plant & Machinery 25% on reducing balance
Fixtures & Fittings Straight line over 4 years
Computer Equipment Straight line over 4 years
2.5. Leasing and Hire Purchase Contracts
Assets acquired under hire purchase contracts are included in tangible fixed assets are depreciated over their estimated useful lives. The obligations net of future charges are included in creditors.

Lease payments are apportioned between finance charges and reduction of the lease obligation using the effective rate of interest method. So as to achieve a constant rate of interest on the remaining balance of the liabilities. Finance charges are deducted and charged to the profit and loss when they are incurred.
2.6. 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 consitutes a financing transaction, where the transaction is measured at the present value if the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial instruments
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
...CONTINUED
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2.6. Financial Instruments - continued
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 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 creditor 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 at amortised cost using the effective interest method.
2.7. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.8. Pensions
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.
3. Operating Loss
The operating loss is stated after charging:
2023 2022
£ £
Bad debts 1,521 -
Depreciation of tangible fixed assets 12,049 8,795
4. Average Number of Employees
Average number of employees, including directors, during the year was: 15 (2022: 12)
15 12
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5. Tangible Assets
Plant & Machinery Fixtures & Fittings Computer Equipment Total
£ £ £ £
Cost
As at 1 January 2023 3,516 4,081 33,223 40,820
Additions - - 15,599 15,599
As at 31 December 2023 3,516 4,081 48,822 56,419
Depreciation
As at 1 January 2023 1,344 1,885 14,578 17,807
Provided during the period 543 929 10,577 12,049
As at 31 December 2023 1,887 2,814 25,155 29,856
Net Book Value
As at 31 December 2023 1,629 1,267 23,667 26,563
As at 1 January 2023 2,172 2,196 18,645 23,013
6. Fixed Assets Investments
Other
£
Cost
As at 1 January 2023 4,500
As at 31 December 2023 4,500
Provision
As at 1 January 2023 -
As at 31 December 2023 -
Net Book Value
As at 31 December 2023 4,500
As at 1 January 2023 4,500
7. Debtors
2023 2022
£ £
Due within one year
Trade debtors 1,041,227 2,501,459
Amounts owed by group undertakings 3,115,060 16,766
Other debtors 327,301 299,141
4,483,588 2,817,366
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8. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Trade creditors 2,330,925 1,700,144
Amounts owed to group undertakings 1,365,831 70,369
Other creditors 19,896 2,772
Taxation and social security 63,489 39,755
Accruals and deferred income 2,708,196 996,888
6,488,337 2,809,928
9. Creditors: Amounts Falling Due After More Than One Year
2023 2022
£ £
Amounts owed to group undertakings - 593,801
- 593,801
10. Share Capital
2023 2022
Allotted, called up and fully paid £ £
1,087,158 Ordinary Shares of £ 0.0001 each 109 109
512,837 Ordinary A shares of £ 0.0001 each 51 51
160 160
11. Related Party Disclosures
At the balance sheet date the Company owed £832,058 (2022:£593,801) to Verve Holding GMBH, the parent company. This amount includes interest, and interest is charged at 6.25% per annum.

Included within creditors due within one year there is amount owed to group companies, Smaato Inc of £99,387 (2022:£70,369) and to Verve Group Europe GMBH of £434,385 (2022:(£8,567).

Included within debtors due within one year there is an amount owed by group company Verve Group Inc of £3,115,060 (2022:Nil)

These balances are interest free and are repayable on demand.

Transactions with other members of the group have been carried out at arms length.
12. Controlling Parties
The company's ultimate controlling party is Verve Holding GmbH by virtue of their 100% holding in the share capital of the company.
13. FRC's Ethical Standard - Provision Available for Small Entities
In common with other businesses of our size and nature we use our accountants to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.
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