Company registration number 09691012 (England and Wales)
THINGTHING LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
THINGTHING LTD
COMPANY INFORMATION
Directors
Mr Olivier Plante
Mr William Bean
Mr Xavier Clusella
Company number
09691012
Registered office
7 Bell Yard
London
England
WC2A 2JR
Auditor
Kirk Rice LLP
Zeeta House
200 Upper Richmond Road
Putney
London
SW15 2SH
THINGTHING LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
THINGTHING LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
€
€
€
€
Fixed assets
Investments
5
401,128
151,128
Current assets
Debtors
6
222,095
55,775
Cash at bank and in hand
34,776
557,975
256,871
613,750
Creditors: amounts falling due within one year
7
(75,666)
(13,562)
Net current assets
181,205
600,188
Total assets less current liabilities
582,333
751,316
Creditors: amounts falling due after more than one year
8
(255,756)
Net assets
326,577
751,316
Capital and reserves
Called up share capital
9
160
181
Share premium account
10
2,597,967
Profit and loss reserves
326,417
(1,846,832)
Total equity
326,577
751,316
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 28 November 2024 and are signed on its behalf by:
Mr Xavier Clusella
Director
Company registration number 09691012 (England and Wales)
THINGTHING LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
€
€
€
€
Balance at 1 August 2021
174
2,188,868
(925,364)
1,263,678
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(921,468)
(921,468)
Issue of share capital
9
7
409,099
-
409,106
Balance at 31 December 2022
181
2,597,967
(1,846,832)
751,316
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(424,739)
(424,739)
Reduction of shares
9
(21)
(2,597,967)
2,597,988
Balance at 31 December 2023
160
326,417
326,577
THINGTHING LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Thingthing Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 7 Bell Yard, London, England, WC2A 2JR.
1.1
Reporting period
The prior year end was extended to bring it in line with a related company's year end. The comparatives are therefore presented for a period longer than a year. As a result, comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
1.2
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 Euro, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €. The company's functional and presentational currencies were updated on 1 August 2022 to Euro from Pounds Sterling. The reason for this change is that a number of the company's sales contracts are now in Euro and the majority of the company's costs are also in Euro, being recharges from its Spanish group entity.
The translation procedures applicable to the new functional currency were applied prospectively from the date of change as per FRS 102 requirements.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Whilst the company’s revenue has fallen during this accounting period due to the loss of a major customer, it has been able to significantly reduce its administrative spend, resulting in a decrease to the overall loss compared with last financial year. The directors are closely analysing the company’s financial position and have prepared cashflow forecasts for a period of 12 months from the approval of these financial statements.true
The company has undergone a minor funding round after the balance sheet date and has been carefully managing its cashflow requirements. The company will need to increase turnover or reduce its expenditure in order to continue trading with its current cash balance for a period of at least 12 months.
The directors recognise that the potential risks around whether target revenues will be achieved present a material uncertainty that may cast significant doubt on the ability of the company to continue as a going concern. However, the directors are confident that the company will be able to meet its forecast revenue targets and are confident that the company will continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing these financial statements.
1.4
Turnover
Turnover relates to software licences and support services provided and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised in line with the performance of these services.
Rendering of services
Turnover 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 incurred when the outcome of a contract cannot be estimated with sufficient reliability.
THINGTHING LTD
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 consist of the cost of the assets of Fleksy Inc. The legal assistance regarding the purchase is amortised at the rates specified below, but the rest of the asset is held at cost.
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
20% on cost
1.6
Fixed asset investments
Interests in subsidiary entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the financial instrument.
Basic financial assets
Debtors do not carry interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and Loss account when there is objective evidence that the asset is impaired.
Basic financial liabilities
Creditors are not interest bearing and are included at their nominal value.
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
Taxation
The tax expense represents the tax currently payable.
THINGTHING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.
1.11
Foreign exchange
Monetary assets and liabilities in foreign currencies are translated into euro at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into euro at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2
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.
Critical judgements
The following judgement has had the most significant effect on amounts recognised in the financial statements.
Investment in Subsidiary
Valuing the company’s unlisted investment involves significant judgment under FRS 102, as market prices are not readily available. Whilst the investment is measured at the factual historic cost, judgements are made when considering the existence of impairment indicators and estimating the value of any impairments to the investment. The Directors, having reviewed the investment, do not consider there to be any indicators of impairment and therefore the investment continues to be held at historic cost. Given the inherent uncertainty in these judgements, changes in underlying assumptions could lead to material adjustments in the reported values.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
3
3
THINGTHING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Intangible fixed assets
Software
€
Cost
At 1 January 2023 and 31 December 2023
386,643
Amortisation and impairment
At 1 January 2023 and 31 December 2023
386,643
Carrying amount
At 31 December 2023
At 31 December 2022
5
Fixed asset investments
2023
2022
€
€
Other investments other than loans
401,128
151,128
The above represents the company's 100% ownership and investment in its wholly owned subsidiary entity ThingThing S.L a company registered in Spain.
Movements in fixed asset investments
Investments
€
Cost or valuation
At 1 January 2023
151,128
Additions
250,000
At 31 December 2023
401,128
Carrying amount
At 31 December 2023
401,128
At 31 December 2022
151,128
6
Debtors
2023
2022
Amounts falling due within one year:
€
€
Trade debtors
209,638
43,379
Other debtors
11,662
11,601
Prepayments and accrued income
795
795
222,095
55,775
THINGTHING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
7
Creditors: amounts falling due within one year
2023
2022
€
€
Trade creditors
57,381
2,521
Amounts owed to group undertakings
7,863
Taxation and social security
290
Other creditors
10,422
10,751
75,666
13,562
8
Creditors: amounts falling due after more than one year
2023
2022
€
€
Convertible loans
255,756
On 28 July 2023, the company issued £220,000 (€255,756) in unsecured convertible loan notes. The loan notes are readily convertible into Series A2 Preferred shares at a price of £0.58 per share. Unconverted loan notes shall be repaid in monthly instalments beginning on 31 January 2025. Interest is charged on the principal amount at a rate of 8% per annum.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of 0.001p each
7,717,000
7,717,000
110
110
Deferred shares of 0.001p each
-
1,838,000
-
21
Series 1 Preferred shares of 0.001p each
1,258,000
1,258,000
15
15
Series 2 Preferred shares of 0.001p each
1,035,931
1,035,931
12
12
A Ordinary shares of 0.001p each
259,494
259,494
3
3
A Preferred shares of 0.001p each
1,724,138
1,724,138
20
20
11,994,563
13,832,563
160
181
On 11 May 2023, the company entered into an arrangement to cancel all deferred shares (1,838,000 of £0.00001 each) and reduce the share capital accordingly. The reduction in share capital amounted to €21.
10
Share premium account
2023
2022
€
€
At the beginning of the year
2,597,967
2,188,868
Issue of new shares
409,099
Share capital reduction
(2,597,967)
At the end of the year
2,597,967
THINGTHING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Share premium account
(Continued)
- 8 -
On 11 May 2023, the company approved a resolution to reduce the company's share premium in its entirety. This resulted in a reduction of the share premium to €nil (2022: €2,597,967), with the movement recognised through distributable reserves.
11
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:
Kalbinder Sanghera
Statutory Auditor:
Kirk Rice LLP
12
Events after the reporting date
Between 15 September 2024 and 30 October 2024, 33,621 B Ordinary shares were issued for €23,193 as part of a new funding round, increasing share premium by €23,193.
13
Directors' transactions
Description
% Rate
Opening balance
Closing balance
€
€
Mr Olivier Plante -
2.50
11,601
11,601
11,601
11,601
2023-12-312023-01-01falsefalsefalse28 November 2024CCH SoftwareCCH Accounts Production 2024.310No description of principal activityMr Olivier PlanteMr William BeanMr Xavier Clusella096910122023-01-012023-12-3109691012bus:Director12023-01-012023-12-3109691012bus:Director22023-01-012023-12-3109691012bus:Director32023-01-012023-12-3109691012bus:RegisteredOffice2023-01-012023-12-31096910122023-12-31096910122022-12-3109691012core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3109691012core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3109691012core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3109691012core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3109691012core:CurrentFinancialInstruments2023-12-3109691012core:CurrentFinancialInstruments2022-12-3109691012core:ShareCapital2023-12-3109691012core:ShareCapital2022-12-3109691012core:SharePremium2023-12-3109691012core:SharePremium2022-12-3109691012core:RetainedEarningsAccumulatedLosses2023-12-3109691012core:RetainedEarningsAccumulatedLosses2022-12-3109691012core:ShareCapital2021-07-3109691012core:SharePremium2021-07-3109691012core:RetainedEarningsAccumulatedLosses2021-07-3109691012core:ShareCapitalOrdinaryShares2023-12-3109691012core:ShareCapitalOrdinaryShares2022-12-3109691012core:SharePremium2022-12-3109691012core:RetainedEarningsAccumulatedLosses2021-08-012022-12-31096910122021-08-012022-12-3109691012core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109691012core:ShareCapital2021-08-012022-12-3109691012core:SharePremium2021-08-012022-12-3109691012core:SharePremium2023-01-012023-12-3109691012core:ShareCapital2023-01-012023-12-3109691012core:ComputerSoftware2023-01-012023-12-3109691012core:ComputerSoftware2022-12-3109691012core:ComputerSoftware2023-12-3109691012core:ComputerSoftware2022-12-3109691012core:Non-currentFinancialInstruments2023-12-3109691012core:Non-currentFinancialInstruments2022-12-3109691012bus:PrivateLimitedCompanyLtd2023-01-012023-12-3109691012bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3109691012bus:FRS1022023-01-012023-12-3109691012bus:Audited2023-01-012023-12-3109691012bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP