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REGISTERED NUMBER: 08474521 (England and Wales)















Unaudited Financial Statements

for the Year Ended 30 April 2024

for

PICFAIR LIMITED

PICFAIR LIMITED (REGISTERED NUMBER: 08474521)

Contents of the Financial Statements
for the year ended 30 April 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


PICFAIR LIMITED

Company Information
for the year ended 30 April 2024







Directors: D S Bower
S A Guild
G W Jones
B S Lanyado





Registered office: Building 423 - Sky View (Ro)
Argosy Road
Castle Donington, East Midlands Airport
Derby
Derbyshire
DE74 2SA





Registered number: 08474521 (England and Wales)





Accountants: Cooper Parry Advisory Limited
Aissela
46 High Street
Esher
Surrey
KT10 9QY

PICFAIR LIMITED (REGISTERED NUMBER: 08474521)

Balance Sheet
30 April 2024

2024 2023
Notes £ £ £ £
Fixed assets
Tangible assets 4 304 2,582

Current assets
Debtors 5 12,710 170,716
Cash at bank 49,844 67,848
62,554 238,564
Creditors
Amounts falling due within one year 6 1,040,481 896,096
Net current liabilities (977,927 ) (657,532 )
Total assets less current liabilities (977,623 ) (654,950 )

Capital and reserves
Called up share capital 7 3 3
Share premium 5,291,893 5,291,893
Other reserves 203,176 100,891
Retained earnings (6,472,695 ) (6,047,737 )
Shareholders' funds (977,623 ) (654,950 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 April 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.

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 January 2025 and were signed on its behalf by:



B S Lanyado - Director


PICFAIR LIMITED (REGISTERED NUMBER: 08474521)

Notes to the Financial Statements
for the year ended 30 April 2024


1. Statutory information

Picfair 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.

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.

Key source of estimation, uncertainty and judgement
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating deferred tax. A full line by line review of deferred tax is carried out by management regularly. Whilst every attempt is made to ensure that the deferred tax is as accurate as possible, there remains a risk that the provisions do not match the actual tax liability when asset is disposed of.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

Critical accounting judgements and key sources of estimation uncertainty
The company has to measure the cost of the equity settled share based payment scheme and make a charge to the income statement for the incremental cost of the vested options at the end of the period. The market value of the shares over which options have been granted, at the date of grant, has been estimated based on the value of shares in issue around the grant date of the options. There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Computer equipment - 25% on cost

PICFAIR LIMITED (REGISTERED NUMBER: 08474521)

Notes to the Financial Statements - continued
for the year ended 30 April 2024


2. Accounting policies - continued

Government grants
Other operating income includes government grants received. A grant that does not impose specified future performance related conditions is recognised in income when the grant proceeds are received or receivable.

In the case of performance related grants, income is recognised only when the performance related
conditions are met.

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

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 balance sheet date.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however, the directors believe the company's cash position will be sufficient for the company to meet its future obligations, if and when they become due. On this basis, the directors are therefore of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

PICFAIR LIMITED (REGISTERED NUMBER: 08474521)

Notes to the Financial Statements - continued
for the year ended 30 April 2024


2. Accounting policies - continued

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 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.

3. Employees and directors

The average number of employees during the year was 7 (2023 - 11 ) .

4. Tangible fixed assets
Computer
equipment
£
Cost
At 1 May 2023
and 30 April 2024 20,084
Depreciation
At 1 May 2023 17,502
Charge for year 2,278
At 30 April 2024 19,780
Net book value
At 30 April 2024 304
At 30 April 2023 2,582

5. Debtors: amounts falling due within one year
2024 2023
£ £
Trade debtors - 10
Other debtors 12,710 170,706
12,710 170,716

6. Creditors: amounts falling due within one year
2024 2023
£ £
Bank loans and overdrafts 26,390 51,402
Trade creditors 3,417 9,630
Taxation and social security 18,660 4,770
Other creditors 992,014 830,294
1,040,481 896,096

PICFAIR LIMITED (REGISTERED NUMBER: 08474521)

Notes to the Financial Statements - continued
for the year ended 30 April 2024


6. Creditors: amounts falling due within one year - continued

Included within creditors due within one year are convertible loan notes of £768,561, which are convertible into equity of the company on the occurance of a conversion event. The loan notes do not accrue interest.

7. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
1,084,120 Ordinary 0.000001 1 3
2,144,054 Series Seed 0.000001 2 -
3 3

8. Share-based payment transactions

The company operates an EMI share option scheme, and as at the year end, the company had granted 191,100 (2023: 191,100) EMI qualifying share options to 12 employees of the company. At the statement of financial position date, of the 189,883 share options vested (2023: 128,838) 1,217 had been exercised (2023: 1,217) and 0 had lapsed (2023: 0). Share options generally vest over a 4 year period with a 1 year cliff from the date of grant.