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REGISTERED NUMBER: 13338218 (England and Wales)















Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2023

for

Shop Circle Ltd

Shop Circle Ltd (Registered number: 13338218)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Report of the Directors 2

Income Statement 3

Statement of Financial Position 4

Statement of Changes in Equity 6

Statement of Cash Flows 7

Notes to the Statement of Cash Flows 8

Notes to the Financial Statements 10


Shop Circle Ltd

Company Information
for the Year Ended 31 December 2023







DIRECTORS: L Cartechini
P D C Flint
G M Gramondi
Y Ozdalga
F Lonoce





SECRETARY: Ohs Secretaries Limited





REGISTERED OFFICE: One Kingdom Street
Paddington Central
London
W2 6BD





REGISTERED NUMBER: 13338218 (England and Wales)






Shop Circle Ltd (Registered number: 13338218)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a holding company.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

L Cartechini
P D C Flint
G M Gramondi
Y Ozdalga

Other changes in directors holding office are as follows:

F Lonoce was appointed as a director after 31 December 2023 but prior to the date of this report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





L Cartechini - Director


30 September 2024

Shop Circle Ltd (Registered number: 13338218)

Income Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes $    $   

TURNOVER - 1,526,662

Cost of sales - 221,879
GROSS PROFIT - 1,304,783

Administrative expenses 8,593,393 6,314,585
(8,593,393 ) (5,009,802 )

Other operating income 2,026,708 -
OPERATING LOSS (6,566,685 ) (5,009,802 )

Finance income 338,379 -
(6,228,306 ) (5,009,802 )

Finance costs 12,658 885,998
LOSS BEFORE TAXATION (6,240,964 ) (5,895,800 )

Tax on loss 4 - -
LOSS FOR THE FINANCIAL YEAR (6,240,964 ) (5,895,800 )

Shop Circle Ltd (Registered number: 13338218)

Statement of Financial Position
31 December 2023

31.12.23 31.12.22
Notes $    $    $    $   
FIXED ASSETS
Intangible assets 5 42,711 15,879
Tangible assets 6 242,941 1,867
Investments 7 407,485 347,411
693,137 365,157

CURRENT ASSETS
Debtors 8 10,915,975 6,024,584
Prepayments and accrued income 2,026,708 -
Cash and cash equivalents 10,512,390 4,042,911
23,455,073 10,067,495
CREDITORS
Amounts falling due within one year 9 1,721,281 559,037
NET CURRENT ASSETS 21,733,792 9,508,458
TOTAL ASSETS LESS CURRENT
LIABILITIES

22,426,929

9,873,615

CREDITORS
Amounts falling due after more than
one year

10

92,035

-
NET ASSETS 22,334,894 9,873,615

Shop Circle Ltd (Registered number: 13338218)

Statement of Financial Position - continued
31 December 2023

31.12.23 31.12.22
Notes $    $    $    $   
CAPITAL AND RESERVES
Called up share capital 3 2
Share premium 35,220,423 16,720,399
Share options 326,058 123,840
Retained earnings (13,211,590 ) (6,970,626 )
22,334,894 9,873,615

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2024 and were signed on its behalf by:





L Cartechini - Director


Shop Circle Ltd (Registered number: 13338218)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Share Total
capital earnings premium options equity
$    $    $    $    $   
Balance at 1 January 2022 2 (1,074,826 ) 9,220,399 - 8,145,575

Changes in equity
Issue of share capital - - 7,500,000 - 7,500,000
Total comprehensive income - (5,895,800 ) - 123,840 (5,771,960 )
Balance at 31 December 2022 2 (6,970,626 ) 16,720,399 123,840 9,873,615

Changes in equity
Issue of share capital 1 - 18,500,024 - 18,500,025
Total comprehensive income - (6,240,964 ) - 202,218 (6,038,746 )
Balance at 31 December 2023 3 (13,211,590 ) 35,220,423 326,058 22,334,894

Shop Circle Ltd (Registered number: 13338218)

Statement of Cash Flows
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes $    $   
Cash flows from operating activities
Cash generated from operations 1 (12,090,220 ) (9,274,591 )
Interest paid - (885,998 )
Interest element of finance lease
payments paid

(12,658

)

-
Net cash from operating activities (12,102,878 ) (10,160,589 )

Cash flows from investing activities
Purchase of intangible fixed assets (44,485 ) (15,879 )
Purchase of tangible fixed assets (15,711 ) (313 )
Interest received 338,379 -
Net cash from investing activities 278,183 (16,192 )

Cash flows from financing activities
Payment of lease liabilities (46,610 ) -
Share issue 1 2
Share premium 18,500,024 7,500,000
Intercompany loan issued (60,074 ) (347,410 )
Third party loan paid (99,167 ) -
Net cash from financing activities 18,294,174 7,152,592

Increase/(decrease) in cash and cash equivalents 6,469,479 (3,024,189 )
Cash and cash equivalents at
beginning of year

2

4,042,911

7,067,100

Cash and cash equivalents at end
of year

2

10,512,390

4,042,911

Shop Circle Ltd (Registered number: 13338218)

Notes to the Statement of Cash Flows
for the Year Ended 31 December 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
31.12.23 31.12.22
$    $   
Loss before taxation (6,240,964 ) (5,895,800 )
Depreciation charges 68,987 540
Issue of share options (non-cash) 202,218 123,840
Other non-cash - (134,502 )
Finance costs 12,658 885,998
Finance income (338,379 ) -
(6,295,480 ) (5,019,924 )
Increase in trade and other debtors (6,918,099 ) (4,714,537 )
Increase in trade and other creditors 1,123,359 459,870
Cash generated from operations (12,090,220 ) (9,274,591 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31.12.23 1.1.23
$    $   
Cash and cash equivalents 10,512,390 4,042,911
Year ended 31 December 2022
31.12.22 1.1.22
$    $   
Cash and cash equivalents 4,042,911 7,067,100


Shop Circle Ltd (Registered number: 13338218)

Notes to the Statement of Cash Flows
for the Year Ended 31 December 2023

3. ANALYSIS OF CHANGES IN NET FUNDS

Other
non-cash
At 1.1.23 Cash flow changes At 31.12.23
$    $    $    $   
Net cash
Cash and cash equivalents
4,042,911 6,469,479 10,512,390
4,042,911 6,469,479 10,512,390
Debt
Finance leases - 46,610 (276,697 ) (230,087 )
Debts falling due
within 1 year (99,167 ) 99,167 - -
(99,167 ) 145,777 (276,697 ) (230,087 )
Total 3,943,744 6,615,256 (276,697 ) 10,282,303

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Shop Circle Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with the UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under historical cost convention.

The financial statements are presented in US Dollars which is the functional currency of the Company and rounded to the nearest US Dollars.

Going concern
The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information and future cash flows in making their assessment.

Despite the Company being loss making in the current year, the directors have reviewed the relevant information, including forecasts and plans which show positive trends.

Post year-end the Company has raised further $27 million to fund its operations.

Preparation of consolidated financial statements
The financial statements contain information about Shop Circle Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Investments in subsidiaries
Investments in subsidiaries are measured in cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value can't be reliably determined, such investments are stated at historic cost less impairment.

Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are measured at initial recognition at cost. Debtors and creditors are subsequently measured at amortised cost, using the effective interest rate method. A provision is established when there is objective evidence that the company will not be abble to collect all amounts due.

Financial liabilities and equity instruments issued by the company are classified based on the substance of the contractual arrangements entered into and the definitions of financial liabilities and an equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liebilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.


Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into US dollars at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into US dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Right of use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

Share based payments
Employees of the Company receive remuneration in the form of share-based payments, whereby employees render services in exchange for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised in employee benefits expense, together with a corresponding increase in equity (other reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the best Company's estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2022 - 9 ) .

4. TAXATION

No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022.

5. INTANGIBLE FIXED ASSETS
Other
intangible
assets
$   
COST
At 1 January 2023 15,879
Additions 44,485
At 31 December 2023 60,364
AMORTISATION
Charge for year 17,653
At 31 December 2023 17,653
NET BOOK VALUE
At 31 December 2023 42,711
At 31 December 2022 15,879

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

6. TANGIBLE FIXED ASSETS
Plant and
Land and machinery
buildings etc Totals
$    $    $   
COST
At 1 January 2023 - 2,555 2,555
Additions 276,697 15,711 292,408
At 31 December 2023 276,697 18,266 294,963
DEPRECIATION
At 1 January 2023 - 688 688
Charge for year 46,116 5,218 51,334
At 31 December 2023 46,116 5,906 52,022
NET BOOK VALUE
At 31 December 2023 230,581 12,360 242,941
At 31 December 2022 - 1,867 1,867

Fixed assets, included in the above, which are held under finance leases are as follows:

Land and
buildings
$   
COST
Additions 276,697
At 31 December 2023 276,697
DEPRECIATION
Charge for year 46,116
At 31 December 2023 46,116
NET BOOK VALUE
At 31 December 2023 230,581

The Company has entered into a two year office lease agreement and has recognised the right-of-use asset and the respective lease liability.
The right of use asset is depreciated on a straight-line basis over the lease term.

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

7. INVESTMENTS

31.12.23 31.12.22
$    $   
Shares in group undertakings 1 1
Loans to group undertakings 407,484 347,410
407,485 347,411

Additional information is as follows:
Shares in
group
undertakin
$   
COST
At 1 January 2023
and 31 December 2023 1
NET BOOK VALUE
At 31 December 2023 1
At 31 December 2022 1

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Shop Circle Holdings LTD
Registered office: One Kingdom Street, Paddington Central, London, W2 6BD
Nature of business: E-commerce software applications
%
Class of shares: holding
Ordinary shares 100.00
Loans to
group
undertakin
$   
At 1 January 2023 347,410
New in year 60,074
At 31 December 2023 407,484

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
$    $   
Trade debtors - 221,108
Other debtors incl. amounts owed by
group undertakings

10,915,975

5,803,476
10,915,975 6,024,584

Trade and other debtors disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

Fair Value of Trade and Other Debtors
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No debtor balances are impaired at the reporting date.

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
$    $   
Finance leases 138,052 -
Trade creditors 1,008,478 79,588
Taxation and social security 37,321 31,031
Other creditors 537,430 448,418
1,721,281 559,037

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR
31.12.23 31.12.22
$    $   
Finance leases 92,035 -

Shop Circle Ltd (Registered number: 13338218)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

11. SHARE OPTIONS

The company participates in a share based payment plan for its employees. The options granted vest over 4 years. Options are subject to forfeiture and lapse in accordance with the Option Plan Rules.

At the start of the year there were 115,506 shares granted to employees under the Option Plan.

During the year further 38,642 share options were granted to employees and 20,948 share options forfeited.

At the reporting date there were 133,200 share options granted and not forfeited.

The weighted average value of the share options granted at the reporting date was $6.37.

No share options were exercisable at year-end.

The fair value of share options at the grant date was calculated using information from a recent transaction in the entity's shares, which is considered to be the most appropriate valuation method.

This valuation method is considered the most appropriate due to the recent and accurate share price information available. The share price used in the model has been discounted, based on management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options to vest at each reporting date.