REGISTERED NUMBER: |
Report of the Directors and |
Unaudited Financial Statements for the Year Ended 31 December 2023 |
for |
Shop Circle Ltd |
REGISTERED NUMBER: |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
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. |
Other changes in directors holding office are as follows: |
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: |
Shop Circle Ltd (Registered number: 13338218) |
Income Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | $ | $ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(8,593,393 | ) | (5,009,802 | ) |
Other operating income |
OPERATING LOSS | ( |
) | ( |
) |
Finance income |
(6,228,306 | ) | (5,009,802 | ) |
Finance costs |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 4 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
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 |
Tangible assets | 6 |
Investments | 7 |
CURRENT ASSETS |
Debtors | 8 |
Prepayments and accrued income |
Cash and cash equivalents |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
10 |
NET ASSETS |
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 |
Share premium |
Share options |
Retained earnings | ( |
) | ( |
) |
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 were approved by the Board of Directors and authorised for issue on |
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 | ( |
) |
Changes in equity |
Issue of share capital | - | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2022 | ( |
) |
Changes in equity |
Issue of share capital | - | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2023 | ( |
) |
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 | ( |
) | ( |
) |
Interest paid | ( |
) |
Interest element of finance lease payments paid |
( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of intangible fixed assets | ( |
) | ( |
) |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Interest received |
Net cash from investing activities | ( |
) |
Cash flows from financing activities |
Payment of lease liabilities | ( |
) |
Share issue |
Share premium |
Intercompany loan issued | ( |
) | ( |
) |
Third party loan paid | ( |
) |
Net cash from financing activities |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
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 | ( |
) | ( |
) |
Depreciation charges |
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 | ( |
) | ( |
) |
Increase in trade and other creditors |
Cash generated from operations | ( |
) | ( |
) |
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 | 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 |
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. |
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 |
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 |
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 |
Additions |
At 31 December 2023 |
AMORTISATION |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
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 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Fixed assets, included in the above, which are held under finance leases are as follows: |
Land and |
buildings |
$ |
COST |
Additions |
At 31 December 2023 |
DEPRECIATION |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
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 |
Loans to group undertakings |
Additional information is as follows: |
Shares in |
group |
undertakin |
$ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: One Kingdom Street, Paddington Central, London, W2 6BD |
Nature of business: |
% |
Class of shares: | holding |
Loans to |
group |
undertakin |
$ |
At 1 January 2023 |
New in year |
At 31 December 2023 |
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 |
Other debtors incl. amounts owed by group undertakings |
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 |
Trade creditors |
Taxation and social security |
Other creditors |
10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.23 | 31.12.22 |
$ | $ |
Finance leases |
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. |