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REGISTERED NUMBER: 12449785 (England and Wales)















Unaudited Financial Statements for the Year Ended 29 February 2024

for

Superfluid Finance Ltd

Superfluid Finance Ltd (Registered number: 12449785)

Contents of the Financial Statements
for the Year Ended 29 February 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


Superfluid Finance Ltd

Company Information
for the Year Ended 29 February 2024







DIRECTORS: F G Renzi
Z Miao





REGISTERED OFFICE: 71-75 Shelton Street
London
WC2H 9JQ





REGISTERED NUMBER: 12449785 (England and Wales)





ACCOUNTANTS: Wilson Partners Limited
1st Floor
One Suffolk Way
Sevenoaks
Kent
TN13 1YL

Superfluid Finance Ltd (Registered number: 12449785)

Balance Sheet
29 February 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 14,106 26,084

CURRENT ASSETS
Debtors 5 85,324 255,942
Cash at bank 4,241,872 2,293,957
4,327,196 2,549,899
CREDITORS
Amounts falling due within one year 6 121,301 105,784
NET CURRENT ASSETS 4,205,895 2,444,115
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,220,001

2,470,199

CREDITORS
Amounts falling due after more than one year
(including convertible debt)

7

4,137,539

-
NET ASSETS 82,462 2,470,199

CAPITAL AND RESERVES
Called up share capital 8 46 46
Share premium 9 6,397,984 6,397,984
Share based payments 9 212,065 -
Other reserves 9 335,490 -
Retained earnings 9 (6,863,123 ) (3,927,831 )
SHAREHOLDERS' FUNDS 82,462 2,470,199

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 29 February 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 29 February 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.

Superfluid Finance Ltd (Registered number: 12449785)

Balance Sheet - continued
29 February 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 28 November 2024 and were signed on its behalf by:





F G Renzi - Director


Superfluid Finance Ltd (Registered number: 12449785)

Notes to the Financial Statements
for the Year Ended 29 February 2024


1. STATUTORY INFORMATION

Superfluid Finance Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).


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 accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

Related party exemption
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.

Significant judgements and estimates
In the application of the company's accounting policies the director is required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The company does not make significant estimates and assumptions concerning the future.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 33% on cost
Computer equipment - 33% on cost

Financial instruments
Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

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.


Superfluid Finance Ltd (Registered number: 12449785)

Notes to the Financial Statements - continued
for the Year Ended 29 February 2024


2. ACCOUNTING POLICIES - continued
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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Balance Sheet date.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2023 - 12 ) .

4. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 March 2023 144 40,595 40,739
Additions 190 1,524 1,714
At 29 February 2024 334 42,119 42,453
DEPRECIATION
At 1 March 2023 100 14,555 14,655
Charge for year 54 13,638 13,692
At 29 February 2024 154 28,193 28,347
NET BOOK VALUE
At 29 February 2024 180 13,926 14,106
At 28 February 2023 44 26,040 26,084

Superfluid Finance Ltd (Registered number: 12449785)

Notes to the Financial Statements - continued
for the Year Ended 29 February 2024


5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Other debtors 3,766 9,608
Tax 75,503 236,147
VAT 1,976 1,644
Prepayments 4,079 8,543
85,324 255,942

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 22,159 38,018
Social security and other taxes 19,705 24,634
Net Wages 12,722 17,196
Pensions Payable 2,416 3,467
Accruals and deferred income 64,299 22,469
121,301 105,784

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Other creditors 4,137,539 -

Creditors due in more than 1 year consist of a series of Convertible Loan Notes that were issued to the Company during the period.

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
3,800,000 Ordinary Shares 0.00001 38 38
800,000 Series Seed Shares 0.00001 8 8
46 46

9. RESERVES
Share
Retained Share based Other
earnings premium payments reserves Totals
£    £    £    £    £   

At 1 March 2023 (3,927,831 ) 6,397,984 - - 2,470,153
Deficit for the year (2,935,292 ) (2,935,292 )
Share based payments - - 212,065 - 212,065
Convertible Loan Notes - - - 335,490 335,490
At 29 February 2024 (6,863,123 ) 6,397,984 212,065 335,490 82,416

10. ULTIMATE CONTROLLING PARTY

The controlling party is Mr F Renzi and OU MZC Holdings.

Superfluid Finance Ltd (Registered number: 12449785)

Notes to the Financial Statements - continued
for the Year Ended 29 February 2024


11. SHARE-BASED PAYMENT TRANSACTIONS

The company has an equity settled option scheme.

The company has 259,000 options outstanding at the end of the period.

The company had 159,000 options at the start of the year.
During the period 100,000 (2023: 34,500) options were granted to employees.
During the period nil (2023: nil) options were forfeited.
During the period nil (2023: nil) options were exercised.
During the period nil (2023: nil) options expired.

The company has 122,427 (2023: 75,781) exercisable options at the end of the period.

The fair value of the share options has been valued at £7.06 in accordance with the value of the last equity round.

The total change in valuation of the vested options was £212,065, this was charged to the profit and loss. The total carrying amount is £623,288 (2023: £411,223).