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Company registration number: 07039525







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2024


15GIFTS LTD






































img25be.png                        

 


15GIFTS LTD
 


 
COMPANY INFORMATION


Directors
T P Cox 
S S Drakeford 
L John 
C Kay 
R Taylor 
S Maltsev 




Registered number
07039525



Registered office
Ashcombe House
5 The Crescent

Leatherhead

Surrey

KT22 8DY




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


15GIFTS LTD
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Analysis of net debt
14
Notes to the financial statements
15 - 30

 


15GIFTS LTD
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
The Directors present their Strategic Report for 15Gifts Limited (the "Company", or “15Gifts”) for the year ended 30 June 2024. The Directors of the Company set a clearly defined strategy to respond to the changes taking place in technology and in the markets in which it operates in a way that leverages the strengths of the business model and delivers organic revenue and margin growth.

Principal activity
 
The principal activity of the Company is the development of its cloud-based Guided Selling Engine (“GSE”) and an agentic Artificial Intelligence (“AI”)-powered Virtual Sales Agent (“VSA”). The Company licenses both products and provides related professional services.

Review of business

The core product of 15Gifts is the GSE – a solution built on consumer psychology principles and advanced machine learning to help end users make well-informed purchasing decisions. The Company has also invested in developing the VSA – a headless, agentic AI solution, trained to replicate the sales techniques of high-performing sales professionals. The VSA serves as a virtual sales agent, following a defined sales process and exhibiting the sales techniques of high-performing salespeople. The VSA guides users towards tailored purchasing decisions while helping 15Gifts' clients enhance their sales performance.
15Gifts has developed deep expertise in supporting businesses within the technology, media, and telecommunications industries. Its solution is a fully customisable platform that replicates the expertise of an in-store sales assistant in an online environment.
The Company is loss making by design due to investments in product development and customer acquisition across new verticals and geographies. The Company incurred a loss of £3,621,909 during the year ended 30 June 2024 (7 month period ended 30 June 2023: £1,840,485) on revenue of £6,024,433 (period ended 30 June 2023: £3,249,933). £2,247,129 (2023: £1,343,820) of the loss during the year relates to amortisation of intangible fixed assets.
At the year end the Company had net assets of £1,412,666, a decrease of £ 3,655,576 on the June 2023 position. The Company had net current assets of £1,479,347 as at 30th June 2024 (2023 - £2,867,453). Both decreases were planned and forecast as available funding continues to be drawn down for its intended purpose of funding product development. The Company continues to be able to meet its liabilities as they fall due post year end. The company repaid the outstanding £1m of its CBILS loan during the year. The loan was fully repaid in February 2024.
Annual recurring revenue increased by £1,025,627 during the year, driven by a combination of new contract wins, existing contract renewals at higher rates, and improved performance from customers with variable performance contracts compared to the prior year.

Refinance

On 1 February 2024, the Company refinanced its existing £1m Growth Capital (GC) loan from Santander and two Coronavirus Business Interruption Loan Scheme (CBILS) loans totalling £1m with a Revolving Credit Facility (RCF) of a maximum of £5m. The GC loan was coming to maturity in March 2024, one CBILS loan was maturing in June 2024 and another CBILS loan was maturing in June 2026.
The new RCF provided sufficient liquidity to settle the outstanding debt in full and fully funds the Company’s long term business plan until the point of break even.

Exceptional costs

During the year ended 30 June 2024, the company incurred material exceptional costs of £364,019 (period ended 30 June 2023: £656,069) relating to the refinancing costs and compensation payments. 

Page 1

 


15GIFTS LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Principal risks and uncertainties
 
Risk is inherent within our business activities, and the Company continues to prioritise and develop its risk management capability in recognition of this.
Currently the following principal risks are monitored and reported.
Key customer risk
At present, the Company operates within the telecommunications sector with a number of large enterprise customers. Consequently, customer retention plays a vital role in its success. To address this challenge, the Company invests consistently in customer success initiatives and maintains a team of experts dedicated to supporting its clientele. Additionally, the Company is investing in software development  that will facilitate alternate vertical market entry and expand geographical footprint with its new Virtual Sales Agent product. 
The Company also ensures the performance of its Guided Selling Engine, tailored to each customer, is frequently evaluated to guarantee enhanced conversion rates and return on investment.
Funding risk
The lifecycle stage of the Company results in it currently generating losses due to investing heavily in the development of its platform. Consequently, the Company has been dependent on external funding to sustain its operations. The current economic environment has witnessed a substantial decline in the availability of funding and less favourable conditions. Despite this, the Company successfully secured its inaugural institutional investment from FPE Capital LLP in December 2022, which will provide the necessary resources to finance its long-term product and business strategy, and refinanced its existing debt in February 2024.
Technology risk
Relying solely on one technology or platform can make a company susceptible to vulnerabilities and sudden disruptions. Additionally, the rapid progress of AI contributes to the quick obsolescence of technology. To stay ahead of technological shifts, the Company has been consistently investing in the development of its products and platforms, specifically focusing on enhancing its AI and machine learning capabilities, and is rolling out its new AI-based VSA product in 2025. Furthermore, the Company prioritises continuous investment in acquiring, retaining, and nurturing talent in development and product roles as a means to effectively mitigate technology-related risks.  
Talent and Human Resources Risk
The challenge of attracting and keeping talented employees can impede progress and creativity, especially considering our ambitious plans for rapid product development and expansion. To address this issue, we provide appealing compensation packages, cultivate a positive work environment, and offer opportunities for professional development. Additionally, we prioritise diversity and inclusivity in our workplace to draw a broader pool of skilled individuals.

Page 2

 


15GIFTS LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Other key performance indicators 
In addition to revenue and profit disclosed in the financial statements, as well as notes thereto, providing a comprehensive overview of the Company's business development, performance and position, the Company tracks and reports the following internal KPIs.
 

30 June
2024
30 June
2023
        £
        £


 
Annual recurring revenue

5,977,667

4,952,040
 


 

Annual recurring revenue increased by £1,025,627 during the year, driven by a combination of new contract wins, existing contract renewals at higher rates, and improved performance from customers with variable performance contracts compared to the prior year.


This report was approved by the board and signed on its behalf.



S Maltsev
Director

Date: 28 March 2025
Page 3

 


15GIFTS LTD
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £3,621,909 (2023 - loss £1,840,485).

The Directors do not recommend the payment of a dividend (2023 - £Nil).

Directors

The directors who served during the year were:

T P Cox 
S S Drakeford 
L John 
C Kay 
R Taylor 
S Maltsev 

Matters covered in the Strategic report

The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Page 4

 


15GIFTS LTD
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





S Maltsev
Director

Date: 28 March 2025

Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY
Page 5

 


15GIFTS LTD
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 15GIFTS LTD

Opinion


We have audited the financial statements of 15Gifts Ltd (the 'Company') for the year ended 30 June 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 


15GIFTS LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 15GIFTS LTD (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


15GIFTS LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 15GIFTS LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
 
°The Companies Act 2006;
°Financial Reporting Standard 102;
°UK employment legislation;
°UK health and safety legislation;
°General Data Protection Regulations; and
°UK tax legislation.
 
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes and other relevant documentation.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Company's engagement team included:
 
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgements made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted outside of the normal working patterns of the accounts team, or with unusual descriptions or account combinations.
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
 
°The application of inappropriate judgements or estimation in the calculation of the year end accrued and deferred revenue balances.
°The posting of unusual journals and complex transactions.
°The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interests.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 8

 


15GIFTS LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 15GIFTS LTD (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Anna Johnston ACA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

28 March 2025
Page 9

 


15GIFTS LTD
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

Year ended
30 June
1 December 2022 to
30 June
2024
2023
Note
£
£

  

Turnover
 4 
6,024,433
3,249,933

Cost of sales
  
(1,671,460)
(665,733)

Gross profit
  
4,352,973
2,584,200

Administrative expenses
  
(7,311,642)
(3,866,709)

Exceptional administrative expenses
 12 
(364,019)
(656,069)

Operating loss
 5 
(3,322,688)
(1,938,578)

Interest receivable and similar income
 9 
46,984
38,230

Interest payable and similar expenses
 10 
(254,686)
(150,504)

Loss before tax
  
(3,530,390)
(2,050,852)

Tax on loss
 11 
(91,519)
210,367

Loss for the financial year
  
(3,621,909)
(1,840,485)

There was no other comprehensive income for 2024 (2023£Nil).

The notes on pages 15 to 30 form part of these financial statements.

Page 10

 


15GIFTS LTD
REGISTERED NUMBER:07039525



STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
3,187,825
3,435,865

Tangible assets
 14 
70,950
87,079

  
3,258,775
3,522,944

Current assets
  

Debtors: amounts falling due within one year
 15 
1,570,094
1,651,171

Cash at bank and in hand
  
1,163,880
3,863,385

  
2,733,974
5,514,556

Creditors: amounts falling due within one year
 16 
(1,226,011)
(2,647,103)

Net current assets
  
 
 
1,507,963
 
 
2,867,453

Total assets less current liabilities
  
4,766,738
6,390,397

Creditors: amounts falling due after more than one year
 17 
(2,500,000)
(600,000)

Provisions for liabilities
  

Deferred tax
 19 
(801,674)
(710,155)

Other provisions
 20 
(12,000)
(12,000)

  
 
 
(813,674)
 
 
(722,155)

Net assets
  
1,453,064
5,068,242


Capital and reserves
  

Called up share capital 
 21 
2,147
2,032

Share premium account
 23 
4,710,813
4,704,197

Capital redemption reserve
 23 
2
-

Profit and loss account
 23 
(3,259,898)
362,013

  
1,453,064
5,068,242


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S Maltsev
Director

Date: 28 March 2025

The notes on pages 15 to 30 form part of these financial statements.
Page 11

 


15GIFTS LTD
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 December 2022
1,520
79,629
-
2,202,498
2,283,647


Comprehensive income for the period

Loss for the period
-
-
-
(1,840,485)
(1,840,485)


Contributions by and distributions to owners

Shares issued during the period
512
4,624,568
-
-
4,625,080



At 1 July 2023
2,032
4,704,197
-
362,013
5,068,242


Comprehensive income for the year

Loss for the year
-
-
-
(3,621,909)
(3,621,909)


Contributions by and distributions to owners

Shares issued during the year
117
6,616
-
-
6,733

Shares redeemed during the year
(2)
-
-
-
(2)

Purchase of own shares
-
-
2
(2)
-


At 30 June 2024
2,147
4,710,813
2
(3,259,898)
1,453,064


The notes on pages 15 to 30 form part of these financial statements.
Page 12

 


15GIFTS LTD
 



STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(3,621,909)
(1,840,485)

Adjustments for:

Amortisation of intangible assets
2,247,129
1,343,820

Depreciation of tangible assets
49,435
22,084

Loss on disposal of tangible assets
874
(338)

Interest paid
254,686
150,504

Interest received
(46,984)
(38,230)

Taxation charge
91,519
(210,367)

(Increase)/decrease in debtors
(483,732)
31,038

Increase in creditors
87,992
469,933

Corporation tax received
569,727
-

Net cash generated from operating activities

(851,263)
(72,041)


Cash flows from investing activities

Purchase of intangible fixed assets
(1,999,089)
(1,137,100)

Purchase of tangible fixed assets
(34,181)
(70,045)

Sale of tangible fixed assets
-
758

Interest received
46,984
38,230

Repurchase of own shares
(2)
-

Net cash from investing activities

(1,986,288)
(1,168,157)

Cash flows from financing activities

Issue of ordinary shares
6,733
4,625,080

New secured loans
2,500,000
35,258

Repayment of loans
(2,114,001)
-

Interest paid
(254,686)
(150,504)

Net cash used in financing activities
138,046
4,509,834

Net (decrease)/increase in cash and cash equivalents
(2,699,505)
3,269,636

Cash and cash equivalents at beginning of year
3,863,385
593,749

Cash and cash equivalents at the end of year
1,163,880
3,863,385


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,163,880
3,863,385

1,163,880
3,863,385


Page 13

 


15GIFTS LTD
 



ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024




At 1 July 2023
Cash flows
At 30 June 2024
£

£

£

Cash at bank and in hand

3,863,385

(2,699,505)

1,163,880

Debt due after 1 year

(600,000)

(1,900,000)

(2,500,000)

Debt due within 1 year

(1,544,431)

1,544,431

-


1,718,954
(3,055,074)
(1,336,120)

The notes on pages 15 to 30 form part of these financial statements.

Page 14

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

15Gifts Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is given in the Company Information page of these financial statements.
The Company's principal place of business is Century House, 15-19 Dyke Road, Brighton, BN1 3FE.
During the prior period, the Company changed their accounting reference date from 30 November to 30 June in order to comply with the directors preferences. The current year financial statements are presented for the year ended 30 June 2024 and are therefore not directly comparable with the prior 7-month period.
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Going concern

In preparing the financial statements, the Directors have diligently assessed the going concern assumption to ensure that the Company possesses the ability to fulfil its obligations as they fall due. This comprehensive evaluation encompassed a thorough examination of the Company's cash position, financial standing, and obligations under existing debt agreements with external lenders.
Having carefully scrutinised the Company's current performance and future projections, the Directors are satisfied that the Company possesses sufficient resources to sustain its operations for a period of 12 months from the date these financial statements are approved. Notably, the investment and capital injection from FPE Capital LLP in December 2022, as well as the refinancing that took place on 1 February 2024, have fortified the Company's capacity to meet its obligations as they arise and to maintain effective operations, despite the incurred loss during the period.
With due consideration given to the aforementioned investment, which supports the Company's long-term financial strategy, the financial statements of the Company have been prepared on a going concern basis. This approach assumes the continuous operation of the Company into the foreseeable future, with no intention or necessity to liquidate or curtail its activities.

  
2.3

Functional and presentation currency

The financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £.

Page 15

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue consists of software licence fees received and design, configuration and profile revenue. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. 
Revenue from licence fee sales is recognised over the period that the licence relates to on a straight line basis.
Revenue from design, configuration and profile sales is recognised based on the time spent or profiles accessed.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 17

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.13

Intangible assets

Intangible assets, including development expenditure, are initially recognised at cost where there is deemed to be a future economic benefit to the Company. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
3 years straight line
Computer software
-
3 years straight line

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
2 years straight line
Fixtures and fittings
-
33% straight line
Computer equipment
-
33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 18

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are belied to be reasonable under the circumstances. These estimates and judgements are as follows:
Research and development
The Company capitalises development costs. The management estimate the amount of time staff spend on development which meets the criteria to be capitalised in line with FRS102. This estimation involves judgement. 


4.


Turnover

An analysis of turnover by class of business is as follows:


Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£

Licence fees
5,452,025
2,858,367

Design, configuration and expert hours
572,408
391,566

6,024,433
3,249,933


Analysis of turnover by country of destination:

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£

United Kingdom
1,743,694
953,383

Rest of Europe
-
45,962

Rest of the world
4,280,739
2,250,588

6,024,433
3,249,933


Page 19

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

5.


Operating loss

The operating loss is stated after charging:

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£

Other operating lease rentals
183,901
91,372

Exchange differences
3,955
40,923

Depreciation of tangible fixed assets
49,435
22,084

Amortisation of intangible fixed assets
2,247,129
1,343,820

Loss / (profit) on disposal of tangible fixed assets
874
(338)


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
21,500
14,000

Fees payable to the Company's auditors in respect of:

Other services
49,158
27,030

7.


Employees

Staff costs, including directors' remuneration, were as follows:

As restated
2024
1 December 2022 to 30 June 2023
£
£
Wages and salaries

5,500,045

2,836,506
 
Social security costs

663,806

295,920
 
Cost of defined contribution scheme

168,154

68,816
 
6,332,005

3,201,242
 

Included within salary costs is an amount of £1,999,089 (2023 - £1,137,100) that has been capitalised as development expenditure.
The prior period has been restated to include the gross amount of salary costs including amounts capitalised as development expenditure, there is no impact on results, taxation or retained earnings.

Page 20

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Employees (continued)


The average monthly number of employees, including the directors, during the year was as follows:

2024
2023
Directors

6

5
 
Employees

86

76
 
92

81
 


8.


Directors' remuneration

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£

Directors' emoluments
442,714
147,224

Company contributions to defined contribution pension schemes
3,030
755

445,744
147,979


During the year retirement benefits were accruing to one director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £171,750.

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil.

The total accrued pension provision of the highest paid director at 30 June 2024 amounted to £Nil.


9.


Interest receivable

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£


Other interest receivable
46,984
38,230

46,984
38,230

Page 21

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Interest payable and similar expenses

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£


Bank interest payable
254,686
150,504

254,686
150,504


11.


Taxation


Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
91,519
(210,367)

Total deferred tax
91,519
(210,367)


Taxation on profit/(loss) on ordinary activities
91,519
(210,367)
Page 22

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 21.58%). The differences are explained below:

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£


Loss on ordinary activities before tax
(3,530,390)
(2,050,852)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.58%)
(882,598)
(442,481)

Effects of:


Fixed asset timing differences
-
(1,907)

Expenses not deductible for tax purposes
41,015
129,654

Adjustments to brought forward values
-
(17,678)

Remeasurement of deferred tax for changes in tax rates
-
(52,761)

Movement in deferred tax not recognised
933,102
174,806

Total tax charge for the year/period
91,519
(210,367)


Factors that may affect future tax charges

There are no factors that affect future tax charges.


12.


Exceptional items

Year ended
30 June
1 December 2022 to
30 June
2024
2023
£
£


Exceptional items
364,019
656,069

364,019
656,069

Exceptional costs are made up of exceptional bonuses, exceptional recruitment fees, compensation payment, refinancing costs and technical and marketing reviews.

Page 23

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Intangible assets




Development expenditure
Computer software
Total

£
£
£



Cost


At 1 July 2023
9,932,144
5,387
9,937,531


Additions - internal
1,999,089
-
1,999,089



At 30 June 2024

11,931,233
5,387
11,936,620



Amortisation


At 1 July 2023
6,497,925
3,741
6,501,666


Charge for the year
2,245,483
1,646
2,247,129



At 30 June 2024

8,743,408
5,387
8,748,795



Net book value



At 30 June 2024
3,187,825
-
3,187,825



At 30 June 2023
3,434,219
1,646
3,435,865



Page 24

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 July 2023
79,493
54,315
167,815
301,623


Additions
-
2,948
31,233
34,181


Disposals
-
-
(13,827)
(13,827)



At 30 June 2024

79,493
57,263
185,221
321,977



Depreciation


At 1 July 2023
79,493
40,611
94,440
214,544


Charge for the year
-
6,306
43,129
49,435


Disposals
-
-
(12,952)
(12,952)



At 30 June 2024

79,493
46,917
124,617
251,027



Net book value



At 30 June 2024
-
10,346
60,604
70,950



At 30 June 2023
-
13,704
73,375
87,079


15.


Debtors

2024
2023
£
£


Trade debtors
1,288,675
725,830

Other debtors
76,290
12,040

Called up share capital not paid
6,733
-

Prepayments and accrued income
198,396
348,492

Tax recoverable
-
564,809

1,570,094
1,651,171


Page 25

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
-
1,514,001

Trade creditors
380,019
266,449

Corporation tax
4,918
-

Other taxation and social security
-
57,871

Other creditors
38,069
52,454

Accruals and deferred income
803,005
756,328

1,226,011
2,647,103



17.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
2,500,000
600,000

2,500,000
600,000


Included within bank loans are loans amounting to £Nil (2023 - £600,000) due under the Coronavirus Business Interruption Loan Scheme. This loan was guaranteed up to 80% by the UK government. Interest was charged on this loan at a rate of 3.8% above base rate.
The Company has entered into a debenture with Santander UK Plc bank, that contains a negative pledge and is secured by fixed and floating charges over the undertaking and all current and future property and assets.


18.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
-
1,514,001


-
1,514,001


Amounts falling due 2-5 years

Bank loans
2,500,000
600,000


2,500,000
600,000


2,500,000
2,114,001


Page 26

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

19.


Deferred taxation




2024


£






At beginning of period
(710,155)


Charged to profit or loss
(91,519)



At end of period
(801,674)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Fixed asset timing differences
814,200
701,937

Short term timing differences
(12,526)
8,218

801,674
710,155

In addition to the above, no asset has been recognised in relation to unrelieved tax losses as there is no certainty over their recovery. The amount of unprovided deferred tax asset at the period end is £1,002,852 (2023 - £365,646).


20.


Provisions




Dilapidation provision

£





At 1 July 2023
12,000



At 30 June 2024
12,000


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



82,619 (2023 - 82,619) Ordinary A shares of £0.01 each
826
826
19,095 (2023 - 19,095) Ordinary B shares of £0.01 each
191
191
16,407 (2023 - 8,992) Ordinary C shares of £0.01 each
164
90
96,572 (2023 - 92,481) Preference shares shares of £0.01 each
966
925

2,147

2,032


Page 27

 


15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

21.Share capital (continued)

On 8 September 2023 the Company issued 1,868 £0.01 Ordinary C shares for a total consideration of £3,064.
On 8 September 2023 the Company repurchased 183 £0.01 Ordinary C shares at par value.
On 8 September 2023 the Company changed the class of 2,352 Ordinary C shares to 2,352 Preference shares.
On 22 December 2023 the Company issued 7,352 £0.01 Ordinary C shares for consideration of £1,397.
On 13 March 2024 the Company issued 1,225 £0.01 Ordinary C shares for a total consideration of £233.
On 8 May 2024 the Company issued 1,244 £0.01 Ordinary C shares for consideration of £2,040.
On 8 May 2024 the Company changed the class of 622 Ordinary C to 622 Preference shares.  
The Ordinary A shares have full voting rights, dividend and capital distribution rights.
The Ordinary B shares do not carry any voting rights. In all other respects they rank pari passu with the Ordinary A shares.
The Ordinary C shares do not carry any voting rights. In all other respects, they rank pari passu with the Ordinary A shares.
The Preference shares have full voting rights. The Preference shares are entitled to receive in priority to any other payment by way of a dividend to the holders of any other class of share a cumulative preference dividend at a rate of 10% per annum. The dividend will accrue on a compound basis and is payable on exit, further dividends and capital rights are detailed in the Company's Articles of Association.
 

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15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

22.


Share-based payments

The Company has an equity-settled share based payment scheme for certain employees (including directors) with both time and performance vesting conditions.
Under the terms of the scheme, share options in the Company may be exercised in the event of an "Exit event" resulting in the sale of the entity's shares or assets or listing on the AIM stock exchange.
As there was no certainty of an exit event at the time, the Company recognises no expenses (2023 - £Nil) related to equity-settled share-based payment transactions during the year.
Options are forfeited if the employee leaves the Company.
Details of the number of share options and the weighted average exercise price during the year are as follows:

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No share options were able to be exercised at the year end (2023 - Nil). The fair value of the options at 30 June 2024 is £Nil (2023 - £Nil).


23.


Reserves

Share premium account

Share premium relates to any amounts paid over the par value of the share, net of share issue costs.

Capital redemption reserve

This is a non-distributable reserve that records shares redeemed by the Company.

Profit and loss account

This reserve records retained earnings and accumulated losses.


24.


Pension commitments

The Company operates a defined contributions pension scheme. Contributions totalling £37,926 (2023 - £30,430) were payable to the fund at the reporting date and are included in creditors.

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15GIFTS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

25.


Commitments under operating leases

At 30 June 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
92,609
151,110

Later than 1 year and not later than 5 years
236,093
310,169

Later than 5 years
-
18,533

328,702
479,812


26.


Transactions with directors

During the year the director was advanced £14,572 (2023: £Nil) and made repayments of £Nil (2023: £Nil). This loan is interest free and repayable on demand.


27.


Controlling party

There is no controlling party. 
 
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