Company registration number 09370482 (England and Wales)
RAZORSECURE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
RAZORSECURE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
RAZORSECURE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
5
2,759,636
1,650,907
Tangible assets
6
21,312
13,121
2,780,948
1,664,028
Current assets
Stocks
65,419
376,700
Debtors
7
1,594,377
2,750,404
Cash at bank and in hand
1,129,683
1,183,883
2,789,479
4,310,987
Creditors: amounts falling due within one year
8
(1,293,019)
(2,027,973)
Net current assets
1,496,460
2,283,014
Total assets less current liabilities
4,277,408
3,947,042
Creditors: amounts falling due after more than one year
9
(900,000)
(200,000)
Net assets
3,377,408
3,747,042
Capital and reserves
Called up share capital
10
8,425
8,425
Share premium account
6,958,227
6,958,227
Share options reserve
48,965
46,207
Profit and loss reserves
(3,638,209)
(3,265,817)
Total equity
3,377,408
3,747,042
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 21 October 2024 and are signed on its behalf by:
Mr A J Cowan
Director
Company registration number 09370482 (England and Wales)
RAZORSECURE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Share options reserve
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
8,052
5,458,606
40,172
(3,577,006)
1,929,824
Effect of change in accounting policy
-
-
784,945
784,945
As restated
8,052
5,458,606
40,172
(2,792,061)
2,714,769
Year ended 31 December 2022:
Loss and total comprehensive expense - as restated
-
-
-
(473,756)
(473,756)
Issue of share capital
373
1,499,621
-
-
1,499,994
Other movements
-
-
6,035
-
6,035
Balance at 31 December 2022
8,425
6,958,227
46,207
(3,265,817)
3,747,042
Year ended 31 December 2023:
Loss and total comprehensive expense - as restated
-
-
-
(372,392)
(372,392)
Other movements
-
-
2,758
-
2,758
Balance at 31 December 2023
8,425
6,958,227
48,965
(3,638,209)
3,377,408
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
RazorSecure Limited is a private company limited by shares incorporated in England and Wales. The registered office is G07 Belvedere House, Basing View, Basingstoke, Hampshire, United Kingdom, RG21 4HG.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have assessed whether the going concern basis of preparation continues to be appropriate, based on whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern.true
Notwithstanding the loss for the year, the directors consider that the company's projected future revenue streams are strong enough to meet its working capital required for a period of at least 12 months.
In July 2024, Razorsecure closed a £1.06m funding round through the issue of convertible loan notes. Based on current projections the fundraise will capitalise the company through to October 2025.
At the time of approving the financial statements the directors believe that all appropriate measures have been or will be taken to ensure that the company will be able to continue its operations for at least the next 12 months and thus conclude that the going concern basis remains appropriate.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised over the life of the subscription.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
10 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
20% straight line
Computers
50% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade debtors, other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Share-based payments
Equity settled share options granted to employees are recognised as an employee expense in the Income Statement with a corresponding increase in equity on a straight line basis over the vesting period.
Non-market vesting conditions are included in the assumptions about the number of options that are expected to vest. At each reporting date, the company revises its estimates of the number of options that are likely to vest. Any adjustment from this revision is recognised in the Income Statement with a corresponding adjustment to equity.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2
Change in accounting policy
During the year the company changed its accounting policy in relation to development costs. In the prior periods the company opted to expense the relevant costs in the period in which they occurred, but have now decided to capitalise the relevant expenses.
Further details on the impact of the relevant prior year adjustment are detailed in note 13.
3
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Development costs
Capitalisation of development costs: Management estimation is required to determine what costs relating to research and development can be capitalised. This involved a significant level of estimation as management must perform a detailed assessment as to whether the costs meet the criteria of 'development' and can therefore be capitalised in line with FRS102.
Intangible fixed assets
Intangible fixed assets are amortised over their useful lives taking into account residual values, were appropriate. The actual lives of the assets are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programme are taken into account.
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
36
31
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Intangible fixed assets
Development
costs
£
Cost
As at 1 January 2023 - as restated
1,701,143
Additions
1,221,617
At 31 December 2023
2,922,760
Amortisation and impairment
As at 1 January 2023 - as restated
50,236
Amortisation charged for the year
112,888
At 31 December 2023
163,124
Carrying amount
At 31 December 2023
2,759,636
At 31 December 2022 - as restated
1,650,907
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
42,847
Additions
24,112
At 31 December 2023
66,959
Depreciation and impairment
At 1 January 2023
29,726
Depreciation charged in the year
15,921
At 31 December 2023
45,647
Carrying amount
At 31 December 2023
21,312
At 31 December 2022
13,121
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
As restated
Trade debtors
700,362
1,731,698
Corporation tax recoverable
579,742
449,077
Other debtors
314,273
569,629
1,594,377
2,750,404
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
102,438
373,770
Taxation and social security
133,807
266,157
Other creditors
1,056,774
1,388,046
1,293,019
2,027,973
9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other loans
900,000
200,000
Other loans are secured by way of a fixed and floating charge over the assets of the company.
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
200,000
200,000
2,000
2,000
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Called up share capital
(Continued)
- 10 -
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preferred of 1p each
135,434
135,434
1,355
1,355
Preferred Series A of 1p each
506,983
506,983
5,070
5,070
642,417
642,417
6,425
6,425
Preference shares classified as equity
6,425
6,425
Total equity share capital
8,425
8,425
All shares rank pari passu for voting and dividends declared.
Preferred series A shares are given preference to Preferred shares, followed by Ordinary shares, in the event of the winding up of the company.
11
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
Total commitments
187,283
4,340
12
Events after the reporting date
In July 2024, the company closed a £1.06m funding round. As a result of this transaction, the company issued £1.06m of 8% fixed rate unsecured convertible loan notes with a maturity date of 30 September 2025.
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
13
Prior period adjustment
Following a detailed review of the opening balances and accounting policies during the audit of the financial statements for the year ended 31 December 2023, the following errors were noted, resulting to the prior year adjustments:
Error on classification of stock - In the year ended 31 December 2022, stock was reclassified from prepayments twice and therefore adjustment double counted. This resulted in an overstatement of stock of £179,599 and an under statement of prepayments of the same amount. This did not result in an impact to equity.
Capitalisation of development costs - During the year the directors reviewed the policy for capitalisation of development costs and concluded that software with perpetual licences should be capitalised and amortised when it goes into general release. This is a change is accounting policy and as a result requires a prior period adjustment.
This resulted in a £784,945 decrease the company's 2021 administrative expenses, a corresponding decrease in the company's 2021 loss for the year and a corresponding increase in the fixed assets of the company as at 31 December 2021.
It also resulted in a £865,961 decrease in 2022 administrative expenses,a corresponding decrease in the company's 2022 loss for the year and a corresponding increase in the fixed assets of the company as at 31 December 2022.
The adjustments also resulted in an increase in the equity of £784,945 as at 31 December 2021 and £895,961 as at 31 December 2022.
Reconciliation of changes in equity
31 December
31 December
2021
2022
£
£
Adjustments to prior year
Capitalisation of Development costs
784,945
1,650,907
Equity as previously reported
1,929,824
2,096,135
Equity as adjusted
2,714,769
3,747,042
Analysis of the effect upon equity
Profit and loss reserves
784,945
1,650,907
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Capitalisation of Development costs
865,962
Loss as previously reported
(1,339,718)
Loss as adjusted
(473,756)
RAZORSECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Malik Nayyer Salim
Statutory Auditor:
Shaw Gibbs (Audit) Limited
2023-12-312023-01-01false21 October 2024CCH SoftwareCCH Accounts Production 2024.210No description of principal activityThis audit opinion is unqualifiedMr A J CowanMr C H CraggMr T W GitmansMr R T A HaddenMs K J LongMrs M C ReddingMr R J D BrownMr A J Cowanfalsefalse093704822023-01-012023-12-31093704822023-12-31093704822022-12-3109370482core:IntangibleAssetsOtherThanGoodwill2023-12-3109370482core:IntangibleAssetsOtherThanGoodwill2022-12-3109370482core:OtherPropertyPlantEquipment2023-12-3109370482core:OtherPropertyPlantEquipment2022-12-3109370482core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3109370482core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3109370482core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3109370482core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3109370482core:CurrentFinancialInstruments2023-12-3109370482core:CurrentFinancialInstruments2022-12-3109370482core:ShareCapital2023-12-3109370482core:ShareCapital2022-12-3109370482core:SharePremium2023-12-3109370482core:SharePremium2022-12-3109370482core:OtherMiscellaneousReserve2023-12-3109370482core:OtherMiscellaneousReserve2022-12-3109370482core:RetainedEarningsAccumulatedLosses2023-12-3109370482core:RetainedEarningsAccumulatedLosses2022-12-3109370482core:SharePremiumcore:PriorPeriodIncreaseDecrease2021-12-3109370482core:RetainedEarningsAccumulatedLossescore:PriorPeriodIncreaseDecrease2021-12-3109370482core:ShareCapital2021-12-3109370482core:SharePremium2021-12-3109370482core:RetainedEarningsAccumulatedLosses2021-12-3109370482bus:CompanySecretaryDirector12023-01-012023-12-3109370482core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31093704822022-01-012022-12-3109370482core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109370482core:ShareCapital2022-01-012022-12-3109370482core:SharePremium2022-01-012022-12-3109370482core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3109370482core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3109370482core:FurnitureFittings2023-01-012023-12-3109370482core:ComputerEquipment2023-01-012023-12-3109370482core:IntangibleAssetsOtherThanGoodwill2022-12-3109370482core:OtherPropertyPlantEquipment2022-12-3109370482core:OtherPropertyPlantEquipment2023-01-012023-12-3109370482core:WithinOneYear2023-12-3109370482core:WithinOneYear2022-12-3109370482core:Non-currentFinancialInstruments2023-12-3109370482core:Non-currentFinancialInstruments2022-12-3109370482bus:PrivateLimitedCompanyLtd2023-01-012023-12-3109370482bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3109370482bus:FRS1022023-01-012023-12-3109370482bus:Audited2023-01-012023-12-3109370482bus:Director12023-01-012023-12-3109370482bus:Director22023-01-012023-12-3109370482bus:Director32023-01-012023-12-3109370482bus:Director42023-01-012023-12-3109370482bus:Director52023-01-012023-12-3109370482bus:Director62023-01-012023-12-3109370482bus:Director72023-01-012023-12-3109370482bus:CompanySecretary12023-01-012023-12-3109370482bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP