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Registered number: 09240956










REDSIFT LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
REDSIFT LIMITED
 

COMPANY INFORMATION


Directors
S W Brooks 
M G Graninger 
M C Hedger 
R J P Pinto 
R Powar 
M Samaan 
M A Van der Bel 




Company secretary
Oakwood Corporate Secretary Limited



Registered number
09240956



Registered office
3rd floor
1 Ashley Road

Altrincham

Cheshire

WA14 2DT




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Reading Bridge House

George Street

Reading

RG1 8LS





 
REDSIFT LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9
Company Balance Sheet
10
Consolidated Statement of Changes in Equity
11
Company Statement of Changes in Equity
12
Consolidated Statement of Cash Flows
13 - 14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 37


 
REDSIFT LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Group Strategic Report for Redsift Limited (the “Company”) and its subsidiaries, (collectively the “Group”) for the year ended 31st December 2023.

Principal activities and review of the year

The principal activity of Red Sift is the provision of next generation cloud security and risk management applications. Our Digital Resilience Platform (the “Red Sift Pulse Platform”) brings together massive scale cybersecurity intelligence, powerful AI and interconnected apps in one, unified place and it solves for the greatest vulnerabilities across a company’s attack surface, including email, domains, brand, and the network perimeter. By providing comprehensive coverage of an organisation’s digital footprint through best-in-class discovery and monitoring, we enable our customers to uncover threats within email security, discover lookalike domain abuse, and spot vulnerabilities across their network perimeter. Paired with sophisticated remediation capabilities, we provide the tools to shut down impersonation, and ensure ongoing compliance with email and web security protocols.
During the year we continued building toward our vision for the business whilst delivering strong commercial growth. We have made progress across all our go to market segments and in particular signed a number of major global distribution deals. Our key performance measures include recognised revenue of £9.6m, up 41% on the previous year with consistent growth across all international segments and operating cash burn of £9.3m, up 37% on the previous year.
Our commitment to our brand and product development remains strong. During 2023 we launched our Brand Trust, ASM and Certificates applications. We also made a considerable investment into our Red Sift Pulse Platform which ingests terabytes of cybersecurity intelligence every day so that our customers can get complete visibility into what’s most important. We continue to expand our product and engineering organisation to maintain product leadership and invest in innovation as an area of differentiation. Continued product development and product releases widens our customer reach and impact and moves us towards our vision of providing solutions to strengthen our customers security posture and protect against an ever-evolving threat landscape. 
Whilst we continue to enjoy strong growth and strategic expansion, we remain aware of our external economic environment. We recognise this as an important time for the company to focus on its highest impact investment areas to ensure it continues to deliver against its goals. As a result, we are continuing to improve our business efficiency and cash burn goals whilst we navigate the current economic cycle. 
During 2023, we have continued to measure our carbon emissions. By analysing our operating data across categories such as energy usage, business travel, purchased goods and services, and waste we can see a breakdown of how our key emissions sources across different areas of our operations. While measuring our footprint we found that the majority of our carbon footprint relates to Scope 3 emissions. As a result of our hard work to collate and make sense of our data we now know that we have a business footprint of 1,350 tonnes of CO2. By measuring and understanding our footprint, we are now able to identify our greatest areas of opportunity to reduce and decarbonise - the ultimate goal. 
With the help of our partners at Trace, we have offset all our carbon emissions through a handpicked portfolio of climate projects across India, Nepal, Indonesia and Australia, each of which supports UN Sustainable Development Goals.
Measuring and offsetting our footprint is just the first step. Now, our focus is on decarbonisation. We are tailoring our emissions reduction strategies to directly target our footprint to minimise our impact on the environment, so we can keep doing what we do without unnecessary harm. 
 

 


Page 1

 
REDSIFT LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The Group monitors and manages risk as part of its normal operating management, with overall responsibility for risk identification and management residing with the Board. The principal risks and uncertainties facing Red Sift are as follows:
Competition and Customer Demand 
The market for our solutions is highly competitive, rapidly evolving, and subject to changing technology and shifting customer needs. We continue to make significant investment into our business to expand and improve our solution offerings so that we remain a technology leader providing high-quality innovative products, services and features in a secure, reliable manner that enhances our customers’ success even as we scale and expand our services. 
Business Growth
Due to the unpredictability of future general economic and financial market conditions, including from the global economic impact of geopolitical conflicts, the pace of change and innovation in enterprise cloud computing services, the growing complexity of our business, including the use of multiple pricing and packaging models, and our increasing focus on enterprise cloud computing services, we may not be able to realise our projected growth plans. We plan our expense and investment levels based on estimates of future revenue and future anticipated rate of growth. We are able to adjust our spending appropriately if the addition of new subscriptions or the renewals of existing subscriptions fall short of our expectations or if unanticipated events cause us to incur expenses beyond what we anticipated.
Cybersecurity Threats
Data breaches, hacking incidents, and other cybersecurity threats may compromise customer data and our intellectual property, which may lead to a financial loss and reputational damage for our business. We are passionate about our own security and that of our customers. Through our continued investment into our security infrastructure (including our Information Security Management System which is aligned with ISO27001, SOC2 and other relevant security standards) we have implemented security measures at every step of the way, from product planning to full implementation and from customer service to business compliance, creating a security lifecycle that becomes a way of life.
Foreign Currency Risk
The Group’s key currencies are sterling, Euro, and US dollar. Red Sift is exposed to transactions based foreign exchange risk, which has historically been largely managed through a natural hedge due to a broad-based international footprint and the volume of non-sterling denominating trading activity, which offsets exposure to the cost base.


This report was approved by the board and signed on its behalf.



R J Pinto
Director

Date: 27 September 2024

Page 2

 
REDSIFT LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

S W Brooks 
M G Graninger 
M C Hedger 
R J P Pinto 
R Powar 
M Samaan 
M A Van der Bel 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £9,766,389 (2022 - loss £8,362,526).

Future developments

See strategic report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

 
REDSIFT LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





R J P Pinto
Director

Date: 27 September 2024

Page 4

 
REDSIFT LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDSIFT LIMITED
 

Opinion


We have audited the financial statements of Redsift Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve 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.


Page 5

 
REDSIFT LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDSIFT LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and 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 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
REDSIFT LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDSIFT LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.


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. 
 
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: 

Enquiry of management and those charged with governance around actual and potential litigation and claims; 
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations; 
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; 
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Alan Poole BA (Hons) FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
Reading Bridge House
George Street
Reading
RG1 8LS

30 September 2024
Page 7

 
REDSIFT LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
9,593,180
6,803,344

Cost of sales
  
(1,822,552)
(1,185,986)

Gross profit
  
7,770,628
5,617,358

Administrative expenses
  
(13,605,319)
(11,272,518)

Development costs
  
(4,462,801)
(3,148,980)

Operating loss
 5 
(10,297,492)
(8,804,140)

Interest receivable and similar income
 9 
309,430
130,951

Interest payable and similar expenses
 10 
(64,000)
(602)

Loss before taxation
  
(10,052,062)
(8,673,791)

Tax on loss
 11 
285,673
311,265

Loss for the financial year
  
(9,766,389)
(8,362,526)

  

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 37 form part of these financial statements.

Page 8

 
REDSIFT LIMITED
REGISTERED NUMBER:09240956

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
5,179,696
6,081,651

Tangible assets
 13 
88,140
114,246

  
5,267,836
6,195,897

Current assets
  

Debtors
 15 
3,742,108
2,577,171

Cash at bank and in hand
 16 
11,138,903
20,223,170

  
14,881,011
22,800,341

Creditors: amounts falling due within one year
 17 
(7,171,926)
(6,669,799)

Net current assets
  
 
 
7,709,085
 
 
16,130,542

Total assets less current liabilities
  
12,976,921
22,326,439

Creditors: amounts falling due after more than one year
 18 
(573,025)
(600,012)

Provisions for liabilities
  

Deferred tax
 21 
-
(17,978)

  
 
 
-
 
 
(17,978)

Net assets
  
12,403,896
21,708,449


Capital and reserves
  

Called up share capital 
  
58
57

Share premium account
 22 
44,869,819
44,857,104

Foreign exchange reserve
 22 
(17,003)
(402,938)

Other reserves
 22 
151,526
89,588

Profit and loss account
 22 
(32,600,504)
(22,835,362)

  
12,403,896
21,708,449


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R J P Pinto
Director
Date: 27 September 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 9

 
REDSIFT LIMITED
REGISTERED NUMBER:09240956

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
1,527,429
1,782,000

Tangible assets
 13 
60,896
72,205

Investments
 14 
6,522,095
6,500,656

  
8,110,420
8,354,861

Current assets
  

Debtors
 15 
11,968,866
8,339,521

Cash at bank and in hand
 16 
10,896,252
19,677,680

  
22,865,118
28,017,201

Creditors: amounts falling due within one year
 17 
(5,934,542)
(7,023,920)

Net current assets
  
 
 
16,930,576
 
 
20,993,281

Total assets less current liabilities
  
25,040,996
29,348,142

  

Creditors: amounts falling due after more than one year
 18 
(403,770)
(468,645)

Provisions for liabilities
  

Deferred taxation
 21 
-
(17,978)

  
 
 
-
 
 
(17,978)

Net assets
  
24,637,226
28,861,519


Capital and reserves
  

Called up share capital 
  
58
57

Share premium account
 22 
44,869,819
44,857,104

Other reserves
 22 
151,526
89,588

Profit and loss account
 22 
(20,384,177)
(16,085,230)

  
24,637,226
28,861,519


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R J P Pinto
Director
Date: 27 September 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 10

 
REDSIFT LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£
£


At 1 January 2022
39
11,679,981
9,596
66,474
(14,472,836)
(2,716,746)



Loss for the year
-
-
-
-
(8,362,526)
(8,362,526)

Currency translation differences
-
-
(412,534)
-
-
(412,534)

Share option charge
-
-
-
23,114
-
23,114

Shares issued during the year
18
33,177,123
-
-
-
33,177,141



At 1 January 2023
57
44,857,104
(402,938)
89,588
(22,835,362)
21,708,449



Loss for the year
-
-
-
-
(9,766,389)
(9,766,389)

Currency translation differences
-
-
385,935
-
-
385,935

Share option charge
-
-
-
61,938
1,247
63,185

Shares issued during the year
1
12,715
-
-
-
12,716


At 31 December 2023
58
44,869,819
(17,003)
151,526
(32,600,504)
12,403,896


The notes on pages 16 to 37 form part of these financial statements.

Page 11

 
REDSIFT LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
39
11,679,981
66,474
(11,588,845)
157,649



Loss for the year
-
-
-
(4,496,385)
(4,496,385)

Share option charge
-
-
23,114
-
23,114

Shares issued during the year
18
33,177,123
-
-
33,177,141



At 1 January 2023
57
44,857,104
89,588
(16,085,230)
28,861,519



Loss for the year
-
-
-
(4,300,194)
(4,300,194)

Share option charge
-
-
61,938
1,247
63,185

Shares issued during the year
1
12,715
-
-
12,716


At 31 December 2023
58
44,869,819
151,526
(20,384,177)
24,637,226


The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
REDSIFT LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(9,766,389)
(8,362,526)

Adjustments for:

Amortisation of intangible assets
901,955
203,666

Depreciation of tangible assets
62,488
64,781

Loss on disposal of tangible assets
-
1,724

Interest paid
64,000
602

Interest received
(309,430)
(130,951)

Taxation charge
(285,024)
(329,243)

(Increase) in debtors
(1,212,871)
(636,571)

Increase in creditors
444,386
2,233,660

Increase in provisions
61,938
23,114

Corporation tax received
353,313
532,435

Foreign exchange
385,935
(412,534)

Net cash generated from operating activities

(9,299,699)
(6,811,843)


Cash flows from investing activities

Purchase of tangible fixed assets
(36,382)
(89,196)

Sale of tangible fixed assets
-
(1,688)

Purchase of fixed asset investments
-
(2,611,942)

Interest received
309,430
130,951

Net cash from investing activities

273,048
(2,571,875)

Cash flows from financing activities

Issue of ordinary shares
6,384
29,710,373

Repayment of other loans
-
(3,225,863)

Interest paid
(64,000)
(602)

Net cash used in financing activities
(57,616)
26,483,908
Page 13

 
REDSIFT LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Net (decrease)/increase in cash and cash equivalents
(9,084,267)
17,100,190

Cash and cash equivalents at beginning of year
20,223,170
3,122,980

Cash and cash equivalents at the end of year
11,138,903
20,223,170


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
11,138,903
20,223,170

11,138,903
20,223,170


The notes on pages 16 to 37 form part of these financial statements.

Page 14

 
REDSIFT LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

20,223,170

(9,084,267)

11,138,903

Debt due within 1 year

(57,363)

55,850

(1,513)


20,165,807
(9,028,417)
11,137,390

The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Redsift Limited is a private limited company, limited by shares, registered in England and Wales. The company's registered office is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
REDSIFT LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 17

 
REDSIFT LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Research and development

Research and development costs are expensed as incurred.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 18

 
REDSIFT LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 19

 
REDSIFT LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Acquired technology
-
5
years
Goodwill
-
10
years
Trademarks
-
5
years
Acquired customer lists
-
3
years

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
33%
straight line
Office equipment
-
33%
straight line
Computer equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

 
REDSIFT LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

The Group only enters into basic financial instrument 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 related parties and investments in ordinary shares.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans 
Page 21

 
REDSIFT LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)

due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The company's accounting policies are set out above. Management are required to exercise significant judgment and make use of estimates in the application of these policies. Areas where management require significant accounting judgments are:
Bad debt provision
Provisions are estimated by the company (in respect of specific debts) based on the age of the debt and knowledge of issues with recovery.
Value of intangible fixed assets
Value of intangible fixed assets are estimated by management based on specific point assumptions and to management's best estimate of the underlying value of the asset in question. 
Amortisation of intangible fixed assets
Intangible fixed assets are amortised across their useful lives, or where the useful life cannot be determined or is assessed to be indefinite, across 10 years. The actual lives of the assets are assessed annually and may vary depending on a number of factors.
 

Page 22

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Software services
9,593,180
6,803,344

9,593,180
6,803,344


2023
2022
£
£

United Kingdom
3,875,646
2,789,370

Rest of Europe
2,081,720
1,360,669

United States of America
2,839,580
2,109,037

Rest of the world
796,234
544,268

9,593,180
6,803,344



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
(471,077)
431,023

Other operating lease rentals
250,491
249,539

Depreciation
62,488
64,781

Amortisation
901,955
203,666


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
23,550
22,000

Fees payable to the Company's auditors for corporation tax advice
4,600
4,300

Fees payable to the Company's auditors for other non-audit services
4,500
5,650

Page 23

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
11,675,465
9,803,948
7,131,092
5,654,911

Social security costs
1,280,894
1,009,824
1,101,235
808,321

Cost of defined contribution scheme
167,773
144,922
163,915
126,674

13,124,132
10,958,694
8,396,242
6,589,906


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
105
87
62
57


8.


Directors' remuneration

Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the group. In the opinion of the directors there were not key management personnel other than the directors in the year. 


2023
2022
£
£

Directors' emoluments
330,600
326,912

Group contributions to defined contribution pension schemes
7,368
7,770

337,968
334,682


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £195,600 (2022 - £167,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,868 (2022 - £5,010).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
309,430
130,951

Page 24

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
-
602

Other loan interest payable
64,000
-

64,000
602


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(256,462)
(378,113)

Foreign tax


Foreign tax on income for the year
1,438
48,870

Total current tax
(255,024)
(329,243)

Deferred tax


Origination and reversal of timing differences
(30,649)
17,978

Total deferred tax
(30,649)
17,978


Taxation on loss on ordinary activities
(285,673)
(311,265)
Page 25

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(10,052,062)
(8,673,791)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(2,364,245)
(1,648,020)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
19,528
31,981

Capital allowances for year in excess of depreciation
153,481
(4,009)

Utilisation of tax losses
-
109,649

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
24,995
(278,458)

Other differences leading to an increase (decrease) in the tax charge
544,096
749,280

Deferred tax not recognised
1,336,472
728,312

Total tax charge for the year
(285,673)
(311,265)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group





Technology investment
Trademarks
Customer list
Goodwill
Total

£
£
£
£
£



Cost


At 1 January 2023
1,284,000
498,000
408,100
4,095,217
6,285,317



At 31 December 2023

1,284,000
498,000
408,100
4,095,217
6,285,317



Amortisation


At 1 January 2023
57,987
22,490
30,717
92,472
203,666


Charge for the year
256,800
99,600
136,033
409,522
901,955



At 31 December 2023

314,787
122,090
166,750
501,994
1,105,621



Net book value



At 31 December 2023
969,213
375,910
241,350
3,593,223
5,179,696



At 31 December 2022
1,226,013
475,510
377,383
4,002,745
6,081,651

Goodwill represents the excess of the cost of acquisition of the trade and assets over the fair value of the net assets acquired. Goodwill is determined to have an indefinite life and is therefore amortised across 10 years.
The customer list intangible asset represents the fair value of existing customers within Hardenize at the date of its acquisition by the Company. The customer list has been determined to have a useful economic life of 3 years by the directors and will be amortised across an equivalent period.
The technology investment asset represents the fair value of investments made in development of software within Hardenize prior to its acquisition by the Company. Technology investments have been determined to have a useful economic life of 5 years by the directors and will be amortised across an equivalent period.
Intangible assets are tested for impairment at least annually or whenever events or circumstances change and make it more likely than not that an impairment may have occurred.



Page 27

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           12.Intangible assets (continued)

Company




Technology investment
Trademarks
Total

£
£
£



Cost


At 1 January 2023
1,284,000
498,000
1,782,000



At 31 December 2023

1,284,000
498,000
1,782,000



Amortisation


Charge for the year
183,428
71,143
254,571



At 31 December 2023

183,428
71,143
254,571



Net book value



At 31 December 2023
1,100,572
426,857
1,527,429



At 31 December 2022
1,284,000
498,000
1,782,000

The intellectual property has been determined to have a useful economic life of 7 years by the directors and will be amortised across an equivalent period.Intangible assets are tested for impairment at least annually or whenever events or circumstances change and make it more likely than not that an impairment may have occurred.

Page 28

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Leasehold improvements
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
30,467
40,914
237,675
309,056


Additions
-
-
36,382
36,382



At 31 December 2023

30,467
40,914
274,057
345,438



Depreciation


At 1 January 2023
24,051
36,947
133,812
194,810


Charge for the year
2,800
1,763
57,925
62,488



At 31 December 2023

26,851
38,710
191,737
257,298



Net book value



At 31 December 2023
3,616
2,204
82,320
88,140



At 31 December 2022
6,416
3,967
103,863
114,246

Page 29

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)


Company






Leasehold improvements
Office equipment
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 January 2023
30,467
40,914
164,263
235,644


Additions
-
-
28,165
28,165



At 31 December 2023

30,467
40,914
192,428
263,809



Depreciation


At 1 January 2023
24,051
36,947
102,441
163,439


Charge for the year
2,800
1,763
34,911
39,474



At 31 December 2023

26,851
38,710
137,352
202,913



Net book value



At 31 December 2023
3,616
2,204
55,076
60,896



At 31 December 2022
6,416
3,967
61,822
72,205







14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
6,500,656


Additions
21,439



At 31 December 2023
6,522,095




Page 30

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Redsift Spain SLU
Spain
Ordinary
100%
Redsift Inc
USA
Ordinary
100%
Redsift Australia Pty Ltd
Australia
Ordinary
100%
Hardenize Ltd
United Kingdom
Ordinary
100%
Redsift Germany GmbH
Germany
Ordinary
100%






The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.
The subsidiary company Hardenize Ltd has taken the exemption in section 479A of the Companies Act 2006 (the Act) from the requirement in the Act for their individual accounts to be audited. The guarantee given by the Company under section 479A is disclosed in note 25. 


15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
-
84,746
-
80,239

-
84,746
-
80,239

Due within one year

Trade debtors
2,606,367
1,428,647
1,788,230
1,189,660

Amounts owed by group undertakings
-
-
9,159,404
6,147,541

Other debtors
178,516
55,957
140,915
48,357

Prepayments and accrued income
641,833
654,508
577,553
577,650

Tax recoverable
302,764
353,313
302,764
296,074

Deferred taxation
12,628
-
-
-

3,742,108
2,577,171
11,968,866
8,339,521



16.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
11,138,903
20,223,170
10,896,252
19,677,680


Page 31

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
274,936
392,589
263,995
380,652

Credit cards
1,513
55,096
1,513
55,096

Amounts owed to group undertakings
-
-
453,345
1,733,619

Corporation tax
36,066
-
-
-

Other taxation and social security
428,909
276,091
298,099
190,216

Other creditors
53,749
67,125
47,777
53,513

Accruals and deferred income
6,376,753
5,878,898
4,869,813
4,610,824

7,171,926
6,669,799
5,934,542
7,023,920



18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Deferred income
573,025
600,012
403,770
468,645


 

Page 32

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Share capital

2023
2022
£
£



142,950,246 (2022 - 142,796,493) Ordinary shares of £0.0000001 each
15
15

4,000,000 (2022 - 4,500,000) G-1 shares of £0.0000001 each
-
-

500,000 (2022 - Nil) G-2 shares of £0.0000001 each
-
-

12,070,438 (2022 - Nil) G-3 shares of £0.0000001 each
1
-

51,134,917 (2022 - 51,134,917) Seed 1 shares of £0.0000001 each
5
5

64,145,061 (2022 - 64,145,061) Seed 2 shares of £0.0000001 each
6
6

108,491,577 (2022 - 108,491,577) Series A shares of £0.0000001 each
11
11

132,549,590 (2022 - 132,549,590) Series B-2 AD shares of £0.0000001 each
13
13

35,908,065 (2022 - 35,908,065) Series B-2 NAD shares of £0.0000001 each
4
4

28,193,171 (2022 - 28,193,171) Series B-1 shares of £0.0000001 each
3
3

58
57

During the year, 12,070,438 G-3 shares with a nominal value of £0.0000001 each were issued for a total consideration of £2,654.
During the year, 37,500 Ordinary A shares with a nominal value of £0.0000001 each were issued for a total consideration of £2,486.
During the year, 18,750 Ordinary A shares with a nominal value of £0.0000001 each were issued for a total consideration of £1,243. 
During the year, 97,500 Ordinary A shares with a nominal value of £0.0000001 each were issued for a total consideration of £6,464.
During the year, 4,000,000 Ordinary G with a nominal value of £0.0000001 each shares were redesignated as 4,000,000 G-1 shares with a nominal value of £0.0000001 each.
During the year, 500,000 Ordinary G with a nominal value of £0.0000001 each shares were redesignated as 500,000 G-2 shares with a nominal value of £0.0000001 each.
Ordinary G shares carry no dividend rights.  
The Ordinary A, Seed 1, Seed 2 and Series A, Series B-1, Series B-2 AD and Series B-2 NAD shares rank equally in all respects, except for capital distribution.

Page 33

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets that are debt instruments measured at amortised cost
2,784,883
1,569,349
11,088,549
7,465,797

Cash and cash equivalents
11,138,903
20,223,170
10,896,252
19,677,680

13,923,786
21,792,519
21,984,801
27,143,477


Financial liabilities

Financial liabilities measured at amortised cost
328,685
459,714
765,117
2,167,784


Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts
owed by group undertakings and other debtors.
Financial liabilities measured at amortised cost comprise trade creditors, bank loans, other loans,
amounts owed to group undertakings and other creditors.


21.


Deferred taxation


Group



2023


£






At beginning of year
(17,978)


Charged to profit or loss
30,606



At end of year
12,628

Page 34

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
21.Deferred taxation (continued)

Company


2023


£






At beginning of year
(17,978)


Charged to profit or loss
17,978



At end of year
-
Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
12,628
(17,978)
-
(17,978)

12,628
(17,978)
-
(17,978)


22.


Reserves

Share premium account

This reserve represents the amount above the nominal value for shares issued, less transaction costs.

Foreign exchange reserve

Foreign exchange reserves consist of the difference on exchange rates between profit and loss and balance sheet entries on consolidation between companies with base operating currencies other than Pounds.

Other reserves

This reserve represents the cumulative cost of issues of share options.

Profit and loss account

This reserve represents the cumulative profit available for distribution to shareholders.

Page 35

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Share-based payments

The Company operates an equity settled stock award scheme, whereby employees of the company may be granted either restricted stock units or stock options in the parent company, Redsift Limited. Under the scheme such share options vest over a scheduled vesting period.
The share based payment charge for the year was £61,938 (2022: £24,002).

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

0.048

26,619,619

0.043
 
29,057,619
 
Granted during the year

0.190

31,176,850

0.083
 
3,500,000
 
Forfeited during the year

0.078

(1,908,750)

0.045
 
(2,460,417)
 
Exercised during the year

0.078

(116,250)

0.045
 
(3,477,583)
 
Outstanding at the end of the year
0.126

55,771,469

0.048
 
26,619,619
 

2023
2022

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pence)


0.002

0.002
 
Exercise price (pence)


0.0663-0.09

0.0663-0.09
 
Weighted average contractual life (years)


1.0-5.0

1.0-5.0
 
Expected volatility


30.00%

30.00%
 
Risk-free interest rate


3.23%

3.23%
 



24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £167,773 (2022: £144,923) . Contributions totalling £35,300 (2022: £49,332) were payable to the fund at the balance sheet date and are included in creditors.


25.


Financial commitments, guarantees and contingent liabilities.

In order for the subsidiary company Hardenize Ltd to take the audit exemption in section 479A of the Companies Act 2006, the Company has guaranteed all outstanding liabilities of that subsidiary company at 31 December 2023 until those liabilities are satisfied in full.

Page 36

 
REDSIFT LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
121,667
191,084
121,667
182,500

Later than 1 year and not later than 5 years
-
121,667
-
121,667

121,667
312,751
121,667
304,167


27.


Related party transactions

The Company is exempt from disclosing related party transactions with other 100% owned members of the Group headed by Redsift Limited by virtue of FRS 102 section 33.1A.

Page 37