Company registration number 11795088 (England and Wales)
INTENT HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
PAGES FOR FILING WITH REGISTRAR
INTENT HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 9
INTENT HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 JANUARY 2024
31 January 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
486,591
669,237
Tangible assets
4
9,113
13,823
Investments
5
85,052
85,052
580,756
768,112
Current assets
Debtors
6
691,887
600,615
Cash at bank and in hand
151,876
436,798
843,763
1,037,413
Creditors: amounts falling due within one year
7
(742,633)
(544,421)
Net current assets
101,130
492,992
Total assets less current liabilities
681,886
1,261,104
Creditors: amounts falling due after more than one year
8
(151,797)
(329,228)
Provisions for liabilities
(3,456)
Net assets
530,089
928,420
Capital and reserves
Called up share capital
121
121
Share premium account
260,030
260,030
Equity reserve
25,409
25,409
Profit and loss reserves
244,529
642,860
Total equity
530,089
928,420
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 31 January 2024 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.
INTENT HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 JANUARY 2024
31 January 2024
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
L Eales
Director
Company registration number 11795088 (England and Wales)
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
1
Accounting policies
Company information
Intent Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 Wenlock Road, London, England, N1 7GU.
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. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover is measured at the fair value of the consideration received or receivable for services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.
The company recognises fixed commission revenue from trading platforms in exchange for the referral of online traffic of each platform.
Turnover is recognised depending on the agreement in place, over the life of the contract on a fixed basis and is billed monthly based in registered referrals.
1.3
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.4
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.
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:
Website
10% on cost
1.5
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.
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 4 -
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:
Computers
33% on cost
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.
1.6
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.
1.7
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
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.
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 statement of financial position 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.
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 5 -
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.
1.10
Compound instruments
The proceeds received on issue of the group’s convertible debt are allocated into their liability and equity
components and presented separately in the balance sheet when the market value of the instrument differs materially from the net proceeds of the debt instrument issued by the company. 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.
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. This is then measured at amortised cost.
On conversion, the debt and equity elements are credited to share capital and share premium as appropriate, with no gain or loss recognised.
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 income statement 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
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
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.
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 6 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
20
16
3
Intangible fixed assets
Website
£
Cost
At 1 February 2023
828,412
Additions
136,562
Disposals
(330,935)
At 31 January 2024
634,039
Amortisation and impairment
At 1 February 2023
159,175
Amortisation charged for the year
73,827
Disposals
(85,554)
At 31 January 2024
147,448
Carrying amount
At 31 January 2024
486,591
At 31 January 2023
669,237
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 7 -
4
Tangible fixed assets
Computers
£
Cost
At 1 February 2023
24,651
Additions
3,907
At 31 January 2024
28,558
Depreciation and impairment
At 1 February 2023
10,828
Depreciation charged in the year
8,617
At 31 January 2024
19,445
Carrying amount
At 31 January 2024
9,113
At 31 January 2023
13,823
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
85,052
85,052
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
165,801
240,657
Amounts owed by group undertakings
244,462
249,826
Other debtors
281,624
110,132
691,887
600,615
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 8 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
8,600
8,600
Convertible loans
567,171
373,519
Trade creditors
10,292
51,787
Taxation and social security
119,749
31,696
Other creditors
36,821
78,819
742,633
544,421
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
13,617
22,217
Convertible loans
138,180
307,011
151,797
329,228
9
Convertible loan notes
2024
2023
£
£
Liability component of convertible loan notes
705,351
680,530
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Statement Of Financial Position represents the effective interest rate less interest paid to that date.
The effective rate of interest is 12%.
10
Deferred tax asset
At the balance sheet date, the company has taxable losses of £423,699 (2023: £808), resulting in a deferred tax asset of £105,925 (2023: £202), in respect of unutilised losses, calculated at a rate of 25%. As it cannot be foreseen, with any underlying certainty, as to when this asset will be realised it has not been recognised in the accounts.
INTENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
11
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
14,000
12
Related party transactions
Included in debtors balance is an amount due from related entities, totalling £244,462 (2022: £249,826). This balance relates to entities with a common director, and is interest-free and recoverable on demand.