Company registration number 06710137 (England and Wales)
MIXCLOUD LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
MIXCLOUD LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
4
Notes to the financial statements
3 - 13
MIXCLOUD LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
23,247
41,226
Investments
5
9,123
76
32,370
41,302
Current assets
Debtors
8
1,259,047
1,421,786
Cash at bank and in hand
3,923,608
2,964,653
5,182,655
4,386,439
Creditors: amounts falling due within one year
9
(7,768,322)
(7,188,261)
Net current liabilities
(2,585,667)
(2,801,822)
Total assets less current liabilities
(2,553,297)
(2,760,520)
Creditors: amounts falling due after more than one year
10
(2,747,400)
(2,890,576)
Provisions for liabilities
-
0
(19,142)
Net liabilities
(5,300,697)
(5,670,238)
Capital and reserves
Called up share capital
12
1,638
1,636
Share premium account
7,785,166
7,784,604
Share option reserve
3,185,203
3,176,133
Profit and loss reserves
(16,272,704)
(16,632,611)
Total equity
(5,300,697)
(5,670,238)

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

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

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

MIXCLOUD LTD
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
Mr N Perez Krause
Director
Company Registration No. 06710137
MIXCLOUD LTD
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 3 -
1
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.

MIXCLOUD LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Share capital
Share premium account
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
1,597
7,783,825
2,768,073
(14,428,062)
(3,874,567)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(2,204,549)
(2,204,549)
Issue of share capital
12
39
779
-
-
818
Share based payments
11
-
-
408,060
-
0
408,060
Balance at 31 December 2022
1,636
7,784,604
3,176,133
(16,632,611)
(5,670,238)
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
359,907
359,907
Issue of share capital
12
2
562
-
-
564
Share based payments
11
-
-
9,070
-
9,070
Balance at 31 December 2023
1,638
7,785,166
3,185,203
(16,272,704)
(5,300,697)
MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
2
Accounting policies
Company information

Mixcloud Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2255, 275 New North Road, London, N1 7AA.

2.1
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 company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

2.2
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. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

2.3
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

 

Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Development expenditure is initially recorded at cost. After initial recognition, development costs are measured at cost less any accumulated amortisation and any accumulated impairment losses.

MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 6 -

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:

Trademarks
33% straight line
2.4
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:

Leasehold improvements
20% straight line
Fixtures and fittings
20% and 33% straight line as appropriate
Computer equipment
33% 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.

2.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

2.6
Impairment of fixed assets

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

2.7
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.

2.8
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.

MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 7 -
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.

2.9
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.

2.10
Taxation

The tax expense represents the sum of the tax currently repayable.

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.

2.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 8 -
2.12
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.

2.13
Retirement benefits

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

2.14
Share-based payments

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.

2.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

3
Employees

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

2023
2022
Number
Number
Total
36
40
MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
194,008
169,512
363,520
Additions
-
0
19,081
19,081
Disposals
(194,008)
(35,514)
(229,522)
At 31 December 2023
-
0
153,079
153,079
Depreciation and impairment
At 1 January 2023
171,426
150,868
322,294
Depreciation charged in the year
2
12,992
12,994
Eliminated in respect of disposals
(171,428)
(34,028)
(205,456)
At 31 December 2023
-
0
129,832
129,832
Carrying amount
At 31 December 2023
-
0
23,247
23,247
At 31 December 2022
22,582
18,644
41,226
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
9,123
76
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
76
Additions
9,047
At 31 December 2023
9,123
Carrying amount
At 31 December 2023
9,123
At 31 December 2022
76
MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
6
Intangible fixed assets
Trademarks
£
Cost
At 1 January 2023 and 31 December 2023
7,621
Amortisation and impairment
At 1 January 2023 and 31 December 2023
7,621
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 is as follows:

Name
Registered office
Class of
% Held
shares held
Direct
Mixcloud Spain SL
Av Parallel 141, SA 2, Barcelona, 08004, Spain
Common Stock
100.00
Mixcloud Inc
1321 Upland Drive, Suite 10442, Houston, Texas, 77043 USA
Common Stock
100.00
8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
724,198
746,547
Amounts owed by group undertakings
72,636
16,500
Other debtors
462,212
636,239
1,259,046
1,399,286
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
-
0
22,500
Deferred tax asset
1
-
0
1
22,500
Total debtors
1,259,047
1,421,786
MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
9
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
101,391
-
0
Taxation and social security
121,218
74,559
Other creditors
7,545,713
7,113,702
7,768,322
7,188,261
10
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
2,747,400
2,890,576
11
Share-based payment transactions

The company operates an EMI qualifying share option scheme for employees and an uunapproved share option scheme. Generally, options vest over a four year period with a one year cliff and expire on the tenth anniversary of the grant.

 

The share options are exercisable on the share capital of the company. The exercise price of the share options is equal to the fair value of the underlying shares on the date of grant. There are no cash settlement alternatives for the employees.

 

Warrants

The company continues to have outstanding warrants issued to two entities, giving them the right to purchase a specified number of B Ordinary shares in the company at a specified price. There are no vesting conditions attached to these rights, which were exercisable upon issue. The company cannot reliably estimate the fair value of the services received due to the nature of the transactions. Therefore, the transaction has been measured by reference to the fair value of the warrants.

 

 

Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
3,843,495
2,943,102
0.102750
0.000720
Granted
21,800
1,416,684
0.000100
0.277950
Forfeited
(5,976)
(81,469)
0.000100
0.000100
Exercised
(29,942)
(401,079)
0.003930
0.002050
Expired
937
(33,743)
0.125600
0.004300
Outstanding at 31 December 2023
3,830,314
3,843,495
0.103110
0.102750
Exercisable at 31 December 2023
3,618,864
3,940,256
0.115930
0.106770
MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Share-based payment transactions
(Continued)
- 12 -
Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £9,070 (2022 - £408,060) which related to equity settled share based payment transactions.

The company has a share option pool from which it can allocate options to employees and advisors in future, with standard 4 years vesting terms, subject to board approval. The balance of unallocated shares in the pool as at the year end was 100,222 (2022: 116,983).

12
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 0.01p each
9,366,595
9,366,595
937
937
B Ordinary of 0.01p each
1,192,660
1,162,718
118
116
Deferred shares of 0.01p each
679,930
679,930
68
68
11,239,185
11,209,243
1,123
1,121
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preferred shares of 0.01p each
5,153,751
5,153,751
515
515
Preference shares classified as equity
515
515
Total equity share capital
1,638
1,636

The A Ordinary, B Ordinary and Preferred shares have full voting and equity rights. On liquidation, reduction of capital, dissolution or winding up of the company the Preferred shares have the right to receive an amount equal to the preference amount as set out in the Articles of Association and as outstanding from time to time together with any arrears or accruals of dividends due or declared and unpaid at the date of such distribution. The Preference shareholders have the right to convert the Preference shares into ordinary shares. The Preference shares are not redeemable. The Deferred shares do not entitle the holders of the shares to receive notice of, to attend, to speak or to vote at any general meeting of the company nor to receive or vote on, or otherwise constitute an eligible member for the purpose of, proposed written resolutions of the company.

 

During the year the company issued a total of 29,942 B Ordinary shares of £0.0001 for cash of £565.

MIXCLOUD LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
13
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
13,500
13,500
14
Ultimate controlling party

There is no overall control, the company is controlled by the board of directors.

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