2023-03-012024-02-292024-02-29false10602161Spill App 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Spill App Ltd

Registered Number
10602161
(England and Wales)

Unaudited Financial Statements for the Year ended
29 February 2024

Spill App Ltd
Company Information
for the year from 1 March 2023 to 29 February 2024

Directors

C Benton
F I Warner
Passion Capital Nominees Limited

Registered Address

9th Floor 107 Cheapside
London
EC2V 6DN

Registered Number

10602161 (England and Wales)
Spill App Ltd
Statement of Financial Position
29 February 2024

Notes

2024

2023

£

£

£

£

Fixed assets
Tangible assets525,67726,332
25,67726,332
Current assets
Debtors6328,563429,398
Cash at bank and on hand1,002,3461,432,959
1,330,9091,862,357
Creditors amounts falling due within one year7(242,008)(398,798)
Net current assets (liabilities)1,088,9011,463,559
Total assets less current liabilities1,114,5781,489,891
Net assets1,114,5781,489,891
Capital and reserves
Called up share capital86
Share premium4,422,8462,752,848
Other reserves603,2482,212,882
Profit and loss account(3,911,524)(3,475,845)
Shareholders' funds1,114,5781,489,891
The financial statements were approved and authorised for issue by the Board of Directors on 22 November 2024, and are signed on its behalf by:
C Benton
Director
Registered Company No. 10602161
Spill App Ltd
Notes to the Financial Statements
for the year ended 29 February 2024

1.Accounting policies
Statutory information
The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
Statement of compliance
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 requirements of Section 1A for Small Entities, and the Companies Act 2006.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
Functional and presentation currency
The financial statements are presented in pound sterling (£), which is the company's functional currency, and figures are rounded to the nearest whole pound.
Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.
Judgements and key sources of estimation uncertainty
Share-based payments as set out in the notes to the financial statements have been made to employees and advisors of the company. The fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated with the use of a Black-scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input into the model. There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.
Turnover policy
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The balance sheet is credited with the value of invoiced sales, as deferred income, which is then amortised to revenue over the period of the contract. At the balance sheet date, the carrying value of deferred income reflects the total value of invoiced sales which has not yet been recognised as revenue.
Revenue from rendering of services
Revenue from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
Operating leases
Where, substantially, all the risks and rewards of ownership of the asset do not transfer from the lessor to the company, the lease is treated as an operating lease. Rentals payable under operating leases are charged to the profit or loss account on a straight-line basis over the period of the lease.
Defined contribution pension plan
The company operates a defined contribution pension plan for its employees. Contributions are recorded as expenses when due. Any differences between contributions due and amounts paid during the year are shown as prepayments or accruals in the statement of financial position. The plan's assets are held separately from the company's assets in an independently managed fund.
Share-based payments
The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each reporting period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Current taxation
Taxation for the year comprises current 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. Due to losses incurred during the year, the company has no corporation tax liability for the year. Current 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.
Tangible fixed assets and depreciation
Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Straight line (years)
Office Equipment5
Trade and other debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
Trade and other creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently,at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out right short term loan not at market rate, the financial asset or liability is measured, initially,at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
2.Staff Costs
The company operates an EMI qualifying share option scheme and during the year the company granted 94,164 (2023: 960,439) EMI qualifying share options to employees at an average weighted exercise price of £0.000001 per share (2023: £0.000001). During the year 86,272 share options vested (2023: 625,902), 201,554 lapsed (2023: 62,873) and 420,301 options were exercised (2023: Nil). At the statement of financial position date 78,002 options had yet to vest (2023: 271,664). An amount of £60,366 has been charged to the income statement in respect of the EMI qualifying share options (2023: £542,882). The company also operates a Non EMI share option scheme and during the year the company granted Nil (2023: 129,672) unapproved share options to contractors at an average weighted exercise price of £0.000001 per share (2023: £0.000001). During the year 32,418 share options vested (2023: 24,336), Nil lapsed (2023: Nil) and Nil options were exercised (2023: Nil). At the statement of financial position date 72,918 options had yet to vest (2023: 105,336). No amounts has been charged to the income statement in respect of the unapproved share options due to being immaterial. The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.
3.Average number of employees

20242023
Average number of employees during the year2335
4.Prior period adjustment
The comparative figures presented in these financial statements have been restated to account for an amendment to the way the fair value of share options was determined. The fair value of the share options has been determined with the use of black scholes model and the new fair values have been applied retrospectively. Which has lead to a restatement of the comparative figures. The effects of the restatement are that the accumulated losses reserves have increased by £542,882 and the share options reserves have increased by £542,882.
5.Tangible fixed assets

Office Equipment

Total

££
Cost or valuation
At 01 March 2333,74433,744
Additions7,7527,752
Disposals(1,628)(1,628)
At 29 February 2439,86839,868
Depreciation and impairment
At 01 March 237,4127,412
Charge for year7,2137,213
On disposals(434)(434)
At 29 February 2414,19114,191
Net book value
At 29 February 2425,67725,677
At 28 February 2326,33226,332
6.Debtors: amounts due within one year

2024

2023

££
Trade debtors / trade receivables54,133123,473
Other debtors14,6003,465
Prepayments and accrued income259,830302,460
Total328,563429,398
7.Creditors: amounts due within one year

2024

2023

££
Trade creditors / trade payables117,764112,405
Bank borrowings and overdrafts-1,001
Taxation and social security112,642272,819
Other creditors4,5063,589
Accrued liabilities and deferred income7,0968,984
Total242,008398,798
8.Pension commitments
The total pension costs consist of contributions payable by the company to the pension schemes, totalling £25,751 (2023: £37,229) for the financial year. As of the balance sheet date, total contributions of £4,411 (2023: £nil) were payable to the pension schemes.
9.Operating lease commitments
Minimum lease payments under non-cancellable operating leases fall due as follows: Within one year: £76,800 (2023: £0)
10.Events after reporting date
On 8 April 2024 the company issued 1,031 Ordinary shares of £0.000001 each at the nominal price per share. On 24 June 2024 the company issued 199,036 Ordinary shares of £0.000001 each at the nominal price per share.
11.Related party transactions
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.
12.Parent-subsidiary relationships
The financial statements contain information about Spill App 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.