Company Registration No. 11039567 (England and Wales)
SHUFTI PRO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
SHUFTI PRO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SHUFTI PRO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
450,570
148,076
Tangible assets
4
12,187
-
0
Investments
5
5,561
5,251
468,318
153,327
Current assets
Debtors
7
780,900
685,585
Cash at bank and in hand
10,417,889
13,779,990
11,198,789
14,465,575
Creditors: amounts falling due within one year
8
(1,051,927)
(2,963,831)
Net current assets
10,146,862
11,501,744
Total assets less current liabilities
10,615,180
11,655,071
Provisions for liabilities
-
0
(36,902)
Net assets
10,615,180
11,618,169
Capital and reserves
Called up share capital
9
237,736
237,736
Share premium account
11,053,073
11,053,073
Profit and loss reserves
(675,629)
327,360
Total equity
10,615,180
11,618,169

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

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

The financial statements were approved by the board of directors and authorised for issue on 26 September 2024 and are signed on its behalf by:
S Ullman
Director
Company Registration No. 11039567
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Shufti Pro Limited is a private company limited by shares incorporated in England and Wales. The registered office is Coppergate House, 10 Whites Row, London, England, E1 7NF.

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 cryptocurrency holdings at fair value. 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.

1.2
Going concern

At the time the financial statements are approved, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors' assessment of the going concern was based on two-year forecast and budget. Despite incurring a loss during the year, the directors are confident that, with sufficient cash on hand at the balance sheet date and anticipated future income, the company will be able to meet its liabilities as they fall due for at least twelve months from the date of these financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

 

1.3
Turnover

Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business, when the services have been performed and is shown net of VAT.

 

Deferred income is recognised when payment is received in advance of the service being provided.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred.

1.5
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.

 

Cryptocurrencies are classified as Intangible fixed assets and measured at fair value, which is based on their quoted price at the balance sheet date.

Cryptocurrency
No amortisation
Software development
5 year straight line
1.6
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.

SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -

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
3 year 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.

1.7
Fixed asset investments

Interests in subsidiaries 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.

1.8
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).

1.9
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 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.

SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors 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.

1.10
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.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
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.

 

SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.13
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.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

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

2023
2022
Number
Number
Total
5
5
3
Intangible fixed assets
Cryptocurrency
Software development
Total
£
£
£
Valuation
At 1 January 2023
148,076
-
0
148,076
Additions
1,249,405
273,547
1,522,952
Disposals
(1,183,985)
-
0
(1,183,985)
At 31 December 2023
213,496
273,547
487,043
Amortisation and impairment
At 1 January 2023
-
0
-
0
-
0
Amortisation charged for the year
-
0
36,473
36,473
At 31 December 2023
-
0
36,473
36,473
Carrying amount
At 31 December 2023
213,496
237,074
450,570
At 31 December 2022
148,076
-
0
148,076
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
-
0
Additions
12,187
At 31 December 2023
12,187
Depreciation and impairment
At 1 January 2023 and 31 December 2023
-
0
Carrying amount
At 31 December 2023
12,187
At 31 December 2022
-
0
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
5,561
5,251
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2023
5,251
Additions
310
At 31 December 2023
5,561
Carrying amount
At 31 December 2023
5,561
At 31 December 2022
5,251
6
Subsidiaries

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

SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Subsidiaries
(Continued)
- 7 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Shufti Pro AB
Carl Krooks Gata 18, 252 18 Helsingborg, Sweden
Ordinary
100.00
Shufti Pro (Cyprus) Limited
Meliza Court, 229 Arch. Makarios III Ave., 3105 Limassol, Cyprus
Ordinary
100.00
Shufti Pro Delaware LLC
1201 Orange Street, Suite 600, Wilmington, New Castle, Delaware
Ordinary
100.00
Shufti Pro Digital ID Verification Services Limited (Dubai)
Unit Precinct 3-5th Floor-Unit 507, Level 5, Gate District Precinct Building 03, Dubai
Ordinary
100.00
Shufti Pro Pte LTD. (Singapore)
68 Circular Road #2 - 01 Singapore (049422)
Ordinary
100.00

Shufti Pro Pte. Ltd (Singapore) was incorporated on 10 March 2023.

7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
149,668
374,834
Corporation tax recoverable
201,657
-
0
Amounts owed by group undertakings
60,792
60,629
Other debtors
116,731
114,323
Prepayments and accrued income
252,052
135,799
780,900
685,585
8
Creditors: amounts falling due within one year
2023
2022
£
£
Other borrowings
-
0
1,880,653
Trade creditors
548,832
415,620
Amounts owed to group undertakings
703
393
Corporation tax
-
0
117,490
Other taxation and social security
18,896
45,370
Deferred income
334,848
472,469
Other creditors
5,651
1,586
Accruals
142,997
30,250
1,051,927
2,963,831
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 0.1p each
187,421,384
187,421,384
187,422
187,422
Series A Shares of 0.1p each
50,314,465
50,314,465
50,314
50,314
237,735,849
237,735,849
237,736
237,736
10
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
£
£
Within one year
-
0
30,683
Between two and five years
-
0
-
0
In over five years
-
0
-
0
-
0
30,683
11
Related party transactions

In 2022 an interest-free loan of £1,880,653 was payable to one of the company's directors in connection with the sale of their shares during that year. This loan was fully repaid on 3 April 2023.

12
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
-
0
-
0
-
0
-
0
Granted
2,641,509
-
0
0.04
-
0
Outstanding at 31 December 2023
2,641,509
-
0
0.04
-
0
Exercisable at 31 December 2023
1,295,425
-
0
0.04
-
0
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Share-based payment transactions
(Continued)
- 9 -

The EMI share options currently in place vest evenly over a 4-year period from the grant date, with continuous employment being the vesting condition. These options expire 10 years from the grant date upon the Option holder receiving notice of termination of employment, ceasing to hold employment, or the commencement of liquidation. The fair value of the stock options granted during the year was estimated at £50,954 using the Black-Sholes Option Pricing Model, with the expected volatility derived from historical prices of comparable companies within the same industry.

 

 

Inputs were as follows:
2023
2022
Weighted average share price
0.04
-
Weighted average exercise price
-
-
Expected volatility
75.00
-
Expected life
3.00
-
Risk free rate
4.70
-

Share Option Pool

On 30 September 2023, the company granted 26,415,094 Share Option Pool to employees and subcontracted workers. The share options are subject to a 2-year cliff vesting period. As of the year end date, none of options have commenced the vesting period, except for the specific share option referenced in note 12.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £50,594 (2022 - £nil) which related to equity settled share based payment transactions.

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 Gilles Siow.
The auditor was HW Fisher LLP.
14
Events after the reporting date

Software license agreement

On 15 May 2024, the company acquired a software license for $6.5 million.

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