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REGISTERED NUMBER: 11749097 (England and Wales)












Unaudited Financial Statements

For The Year Ended 31st January 2024

for

Ebru Evrim Limited

Ebru Evrim Limited (Registered number: 11749097)






Contents of the Financial Statements
For The Year Ended 31st January 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


Ebru Evrim Limited

Company Information
For The Year Ended 31st January 2024







DIRECTORS: J W D Roberts
Ms E E Roberts





REGISTERED OFFICE: 3 James Street
Harrogate
North Yorkshire
HG1 1QS





REGISTERED NUMBER: 11749097 (England and Wales)





ACCOUNTANTS: F E Metcalfe & Co Limited
Chartered Accountants
4 Old Market Place
Ripon
North Yorkshire
HG4 1EQ

Ebru Evrim Limited (Registered number: 11749097)

Balance Sheet
31st January 2024

31.1.24 31.1.23
Notes £ £ £ £
FIXED ASSETS
Tangible assets 4 354,409 394,398

CURRENT ASSETS
Stocks 6,448 12,552
Debtors 5 11,461 3,551
Cash at bank and in hand 13,666 3,546
31,575 19,649
CREDITORS
Amounts falling due within one year 6 638,996 408,043
NET CURRENT LIABILITIES (607,421 ) (388,394 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(253,012

)

6,004

CREDITORS
Amounts falling due after more than one
year

7

392,603

346,335
NET LIABILITIES (645,615 ) (340,331 )

CAPITAL AND RESERVES
Called up share capital 9 201 194
Share premium 10 312,929 239,936
Convertible loan note reserve 10 23,315 23,315
Retained earnings 10 (982,060 ) (603,776 )
SHAREHOLDERS' FUNDS (645,615 ) (340,331 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st January 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st January 2024 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.

Ebru Evrim Limited (Registered number: 11749097)

Balance Sheet - continued
31st January 2024


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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31st October 2024 and were signed on its behalf by:





Ms E E Roberts - Director


Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements
For The Year Ended 31st January 2024

1. STATUTORY INFORMATION

Ebru Evrim Limited 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually when the customer pays for the goods.

Rendering of services

Revenue for monthly membership or subscriptions is recognised at the start of the period of membership or subscription. Revenue for membership or subscriptions that relates to a period of more than one month is recognised on a straight-line basis over the period to which the membership or subscription relates. Payments received in advance are reported as deferred income at the end of the reporting period.

Revenue for an event is recognised when the event takes place. Payments received in advance and related costs paid in advance for an event that has not taken place at the end of the reporting period are reported as deferred income and prepayments respectively.

Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income, and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the
useful economic life of that asset as follows:

Leasehold improvements - 10% reducing balance
Pilates & gym equipment - 25% reducing balance
Fixtures & fittings - 25% reducing balance
Motor vehicles - 25% reducing balance
Computer equipment - 33% straight line

Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being
estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an
individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

2. ACCOUNTING POLICIES - continued

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Finance leases and hire purchase contracts
Assets held under finance leases and hire purchase contracts are recognised in the balance sheet as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.

Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received.

Government grants are recognised using the accrual model and the performance model
.
Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable.

Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset.

Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Financial instruments and borrowings
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
.
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Compound financial instruments, being those that contain both a liability and an equity element, do not satisfy the criteria of FRS 102 section 11 to be recognised as basic financial instruments, therefore compound financial instruments are accounted for in accordance with section 12 of FRS 102. The convertible loan notes issued by the company have been accounted for as compound financial instruments, with the instruments being split between their debt component and the equity element. The debt element is determined at the net present value of the principal and interest payments over the term of the loan discounted at a market rate of interest. The equity element is determined as the initial proceeds received for the issue of the financial instrument less the initial value of the debt element recognised. The equity element is disclosed as the convertible loan note reserve.


Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

2. ACCOUNTING POLICIES - continued
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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 13 (2023 - 15 ) .

4. TANGIBLE FIXED ASSETS
Pilates & Fixtures
Leasehold gym and
improvement equipment fittings
£ £ £
COST
At 1st February 2023 405,898 43,226 4,702
Additions 56,737 - 4,564
Reclassification/transfer (52,387 ) - -
At 31st January 2024 410,248 43,226 9,266
DEPRECIATION
At 1st February 2023 64,082 24,166 1,176
Charge for year 34,617 4,765 2,022
At 31st January 2024 98,699 28,931 3,198
NET BOOK VALUE
At 31st January 2024 311,549 14,295 6,068
At 31st January 2023 341,816 19,060 3,526

Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

4. TANGIBLE FIXED ASSETS - continued

Motor Computer
vehicles equipment Totals
£ £ £
COST
At 1st February 2023 39,995 6,838 500,659
Additions - - 61,301
Reclassification/transfer - - (52,387 )
At 31st January 2024 39,995 6,838 509,573
DEPRECIATION
At 1st February 2023 9,999 6,838 106,261
Charge for year 7,499 - 48,903
At 31st January 2024 17,498 6,838 155,164
NET BOOK VALUE
At 31st January 2024 22,497 - 354,409
At 31st January 2023 29,996 - 394,398

Fixed assets, included in the above, which are held under hire purchase contracts and finance leases are as follows:
Leasehold Motor
improvement vehicles Totals
£ £ £
COST
At 1st February 2023 - 39,995 39,995
Additions 52,387 - 52,387
At 31st January 2024 52,387 39,995 92,382
DEPRECIATION
At 1st February 2023 - 9,999 9,999
Charge for year 4,714 7,499 12,213
Reclassification/transfer 5,238 - 5,238
At 31st January 2024 9,952 17,498 27,450
NET BOOK VALUE
At 31st January 2024 42,435 22,497 64,932
At 31st January 2023 - 29,996 29,996

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.1.24 31.1.23
£ £
Trade debtors 600 -
Directors' current accounts 10,861 3,551
11,461 3,551

Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.1.24 31.1.23
£ £
Bank loans and overdrafts 3,878 3,963
Hire purchase contracts and finance leases (see note 8)
21,280

4,411
Trade creditors 50,780 36,427
Social security and other taxes 60,162 27,379
VAT 62,394 7,404
Other creditors 21,045 58,193
Cumbria Community Loan 1 7,360 6,532
Cumbria Community Loan 2 5,944 75,000
Loan - AFD & VJW Roberts 54,219 7,219
3% fixed rate unsecured convertible loan
notes 2020

40,000

40,000
3% fixed rate unsecured convertible loan
notes 2019

10,300

10,300
3% fixed rate unsecured convertible loan
notes 2021

5,000

-
Loan - D J Crossley 10,000 -
Guernsey Investments Limited facility loans 148,000 -
Directors' current accounts 10,597 13,437
Accruals and deferred income 128,037 117,778
638,996 408,043

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.1.24 31.1.23
£ £
Bank loans - 1-2 years 17,233 20,700
Hire purchase contracts and finance leases (see note 8)
51,694

29,331
3% fixed rate unsecured convertible loan
notes 2021

-

5,000
Cumbria Community Loan 1 6,248 14,437
7.5% fixed rate unsecured convertible loan
notes 2022

138,350

138,350
7.5% fixed rate unsecured loan notes 2023 138,517 138,517
Cumbria Community Loan 2 40,561 -
392,603 346,335

Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued

In the year ended 31st January 2023, the company issued a series of convertible loan notes.

The 7.5% fixed rate unsecured convertible loan notes 2022 were issued on 8 November 2022 for the principal amount of £150,00. The 7.5% fixed rate unsecured convertible loan notes 2023 were issued on 16 January 2023 for the principal amount of £150,182. The terms of these financial instruments are the same and the key terms are: the loan notes may be redeemed by the company at any time; are otherwise redeemable on the third anniversary of the date of issue unless previously triggered by redemption events set out in the loan note instrument; the loan note holders may, prior to the third anniversary of the issue due, convert the loan notes into Ordinary shares as the rate of 10 Notes to 1 Ordinary Share; interest accrues daily on the loan notes at the rate of 7.5% per annum for the first twelve months and at 9.5% per annum thereafter; interest is paid every six months.

3% fixed rate unsecured convertible loan notes were issued on 1 March 2020 for the principal amount of £42,300, 2 August 2020 for £5,000, and 10 January 2021 for £8,000. The terms of these financial instruments are the same and the key terms are: the loan notes are redeemable on the third anniversary of issue or the loan note holder can convert into share capital at a share price of £2,000 per share; the interest rate is 3% per annum; interest payments are to be paid at the request of the loan note holder or at redemption of the loan note.

8. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts Finance leases
31.1.24 31.1.23 31.1.24 31.1.23
£ £ £ £
Gross obligations repayable:
Within one year 7,111 7,111 25,416 -
Between one and five years 26,187 33,298 31,770 -
33,298 40,409 57,186 -

Finance charges repayable:
Within one year 2,003 2,700 9,244 -
Between one and five years 1,964 3,967 4,299 -
3,967 6,667 13,543 -

Net obligations repayable:
Within one year 5,108 4,411 16,172 -
Between one and five years 24,223 29,331 27,471 -
29,331 33,742 43,643 -

Non-cancellable
operating leases
31.1.24 31.1.23
£ £
Within one year 92,007 92,007
Between one and five years 214,847 294,847
306,854 386,854

Ebru Evrim Limited (Registered number: 11749097)

Notes to the Financial Statements - continued
For The Year Ended 31st January 2024

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.1.24 31.1.23
value: £ £
201 Ordinary £1 201 194

10. RESERVES
Convertible
Retained Share loan note
earnings premium reserve Totals
£ £ £ £

At 1st February 2023 (603,776 ) 239,936 23,315 (340,525 )
Deficit for the year (378,284 ) (378,284 )
Cash share issue - 72,993 - 72,993
At 31st January 2024 (982,060 ) 312,929 23,315 (645,816 )

11. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31st January 2024 and 31st January 2023:

31.1.24 31.1.23
£ £
Ms E E Roberts
Balance outstanding at start of year 3,551 (2,980 )
Amounts advanced 49,913 37,591
Amounts repaid (42,603 ) (31,060 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 10,861 3,551

Interest of 2% was charged for the period 1st February 2023 to 5th April 2023, and then interest was charged at a rate of 2.25% from 6th April 2023 to 31st January 2024. The loan is repayable on demand.

12. RELATED PARTY DISCLOSURES

A family loan from the parents of one of the directors totals £54,219 (£7,219) as at 31st January 2024. The loan is repayable on demand, interest fee, and unsecured.

The parents of one of the directors are the holders of £40,000 of the three year 3% fixed rate unsecured convertible loan notes 2020, £5,000 of the three year 3% fixed rate unsecured convertible loan notes 2021, and of the 7.5% fixed rate unsecured convertible loan notes 2023.

A director, JWD Roberts, holds £10,300 of the three year 3% fixed rate unsecured convertible loan notes 2019.