Company registration number 10990391 (England and Wales)
REVOOLA LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
PAGES FOR FILING WITH REGISTRAR
REVOOLA LIMITED
COMPANY INFORMATION
Directors
Mr P Goossens
Mr M D Williams
Mr B Canboy
(Appointed 27 September 2023)
Company number
10990391
Registered office
27 Old Gloucester Street
London
WC1N 3AX
Accountants
Carpenter Box
5 Peveril Court
6-8 London Road
Crawley
West Sussex
RH10 8JE
REVOOLA LIMITED
CONTENTS
Page
Accountants' report
1
Balance sheet
2 - 3
Notes to the financial statements
4 - 8
REVOOLA LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF REVOOLA LIMITED FOR THE YEAR ENDED 31 OCTOBER 2023
- 1 -
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Revoola Limited for the year ended 31 October 2023 which comprise, the balance sheet and the related notes from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.
This report is made solely to the board of directors of Revoola Limited, as a body, in accordance with the terms of our engagement letter dated 13 July 2023. Our work has been undertaken solely to prepare for your approval the financial statements of Revoola Limited and state those matters that we have agreed to state to the board of directors of Revoola Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Revoola Limited and its board of directors as a body, for our work or for this report.
It is your duty to ensure that Revoola Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Revoola Limited. You consider that Revoola Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Revoola Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Carpenter Box
31 October 2024
Chartered Accountants
5 Peveril Court
6-8 London Road
Crawley
West Sussex
RH10 8JE
REVOOLA LIMITED
BALANCE SHEET
AS AT
31 OCTOBER 2023
31 October 2023
- 2 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
3
132,441
153,987
Tangible assets
4
853
1,766
133,294
155,753
Current assets
Debtors
5
49,970
81,775
Cash at bank and in hand
946
79
50,916
81,854
Creditors: amounts falling due within one year
6
(22,634)
(72,106)
Net current assets
28,282
9,748
Total assets less current liabilities
161,576
165,501
Creditors: amounts falling due after more than one year
7
(880,916)
Net assets/(liabilities)
161,576
(715,415)
Capital and reserves
Called up share capital
9
160
125
Share premium account
1,786,637
520,899
Equity reserve
39,488
Profit and loss reserves
(1,625,221)
(1,275,927)
Total equity
161,576
(715,415)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 October 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
REVOOLA LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 OCTOBER 2023
31 October 2023
- 3 -
The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
Mr P Goossens
Director
Company registration number 10990391 (England and Wales)
REVOOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
- 4 -
1
Accounting policies
Company information
Revoola Limited is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX.
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 company has net current liabilities. trueAt the time of approving the financial statements, the directors had a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertainties, and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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.
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.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Software & Licences
Straight line at 33.3% per annum
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.
REVOOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 5 -
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:
Computer equipment
Straight line at 50% per annum
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
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
1.9
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.10
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.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year.
REVOOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 6 -
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.
1.12
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.
1.13
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.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 4 (2022 - 4).
3
Intangible fixed assets
Software & Licences
£
Cost
At 1 November 2022
512,804
Additions - internally developed
88,833
At 31 October 2023
601,637
Amortisation and impairment
At 1 November 2022
358,817
Amortisation charged for the year
110,379
At 31 October 2023
469,196
Carrying amount
At 31 October 2023
132,441
At 31 October 2022
153,987
REVOOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 7 -
4
Tangible fixed assets
Computer equipment
£
Cost - as restated
At 1 November 2022 and 31 October 2023
14,287
Depreciation and impairment - as restated
At 1 November 2022
12,521
Depreciation charged in the year
913
At 31 October 2023
13,434
Carrying amount
At 31 October 2023
853
At 31 October 2022
1,766
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,440
10,440
Other debtors
48,530
71,335
49,970
81,775
6
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
18
Trade creditors
1,651
21,485
Taxation and social security
14,030
23,454
Other creditors
6,953
27,149
22,634
72,106
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Convertible loans
835,911
Other creditors
45,005
880,916
REVOOLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 8 -
8
Convertible loan notes
2023
2022
£
£
Liability component of convertible loan notes
-
835,911
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.
The effective rate of interest is 8%.
The equity component of the convertible loan notes has been credited to the equity reserve.
During the year, the two loans were converted into shares.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,000,000
1,000,000
100
100
A Ordinary shares of 0.01p each
595,127
248,875
60
25
1,595,127
1,248,875
160
125
During the year, 346,252 Ordinary A shares of £0.0001 each have been issued for total consideration of £1,265,773.
10
Prior period adjustment
During the prior year, an asset was incorrectly capitalised. An adjustment has been made to decrease tangible fixed assets by £4,889 and decrease equity by the same amount.
Reconciliation of changes in equity
1 November
31 October
2021
2022
£
£
Adjustments to prior year
Asset de-capitalisation
-
(4,890)
Equity as previously reported
(312,193)
(710,525)
Equity as adjusted
(312,193)
(715,415)
Analysis of the effect upon equity
Profit and loss reserves
-
(4,890)