Company registration number 12603251 (England and Wales)
FLAWLESS HOLDINGS LIMITED
ANNUAL REPORT AND GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FLAWLESS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Scott Mann
Nick Lynes
Mark Ruffell
Amit Kapur
(Appointed 5 November 2024)
Oliver Plunkett
(Appointed 26 November 2024)
Company number
12603251
Registered office
71-75 Shelton Street
London
WC2H 9JQ
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
FLAWLESS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10 - 11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 30
FLAWLESS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024.

Principal activities

Flawless Holdings Limited, is engaged in the development of AI-powered filmmaking tools that provide a more agile approach to filmmaking and visual storytelling. The Group operates in both the UK (holding company) and US (wholly-owned subsidiary).

Business review

During the year, the Group made significant progress in the development of its AI-powered filmmaking tools, with continued investment in research and development. Key performance indicators include research and development expenses of £13.3million and a loss after taxation of £23.3million. The business continues to build partnerships within the industry.

Principal risks and uncertainties

The Group operates in a dynamic and evolving AI technology environment, with risks including:

· Disruptions in AI advancements or regulatory changes impacting development

· Challenges in accessing new markets and expanding adoption within the film industry

· Competitive pressures from both established players and emerging startups

Future developments

Development work remains on track, with significant advancements expected in the coming months leading to full commercialisation and wider industry adoption.

Financial risk management

The Group faces various financial risks, including:

· Market Volatility – Fluctuations in exchange rates or interest rates impacting financial stability

· Regulatory Changes – Evolving financial regulations leading to compliance costs or operational adjustments

 

The Directors remain committed to actively managing these risks to ensure sustainable growth and financial

stability.

On behalf of the board

Mark Ruffell
Director
27 February 2025
FLAWLESS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Scott Mann
Nick Lynes
Mark Ruffell
Amit Kapur
(Appointed 5 November 2024)
Oliver Plunkett
(Appointed 26 November 2024)
Auditor

Royce Peeling Green Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Disclosures in the strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risks and future developments.

 

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the group is aware of that information.

On behalf of the board
Mark Ruffell
Director
27 February 2025
FLAWLESS HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

FLAWLESS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLAWLESS HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Flawless Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's and parent 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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.

Opinions on other matters prescribed by the Companies Act 2006

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

FLAWLESS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLAWLESS HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

FLAWLESS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLAWLESS HOLDINGS LIMITED
- 6 -

We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

 

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

 

 

Our audit procedures in relation to fraud included but were not limited to:

 

 

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Other matters

The comparative information is unaudited.

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 2006. Our 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 auditor's 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.

Jonathan Hayward
For and on behalf of
27 February 2025
Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
FLAWLESS HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Unaudited
Year
Period
ended
ended
31 December
31 December
2024
2023
Notes
£
£
Turnover
3
558,712
318,017
Cost of sales
(1,764,539)
(701,654)
Gross loss
(1,205,827)
(383,637)
Administrative expenses
(25,581,043)
(13,262,082)
Operating loss
4
(26,786,870)
(13,645,719)
Interest receivable and similar income
8
92,954
33,873
Interest payable and similar expenses
9
(36,068)
-
Loss before taxation
(26,729,984)
(13,611,846)
Tax on loss
10
3,453,812
1,589,750
Loss for the financial year
(23,276,172)
(12,022,096)
Loss for the financial year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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

FLAWLESS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Unaudited
Year
Period
ended
ended
31 December
31 December
2024
2023
£
£
Loss for the year
(23,276,172)
(12,022,096)
Other comprehensive income
-
-
Total comprehensive income for the year
(23,276,172)
(12,022,096)
Total comprehensive income for the year is all attributable to the owners of the parent company.

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

FLAWLESS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
Unaudited
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
11
980,766
36,162
Tangible assets
12
350,244
373,004
1,331,010
409,166
Current assets
Debtors
15
4,082,078
2,341,028
Cash at bank and in hand
11,293,660
5,141,790
15,375,738
7,482,818
Creditors: amounts falling due within one year
16
(2,584,373)
(504,883)
Net current assets
12,791,365
6,977,935
Total assets less current liabilities
14,122,375
7,387,101
Creditors: amounts falling due after more than one year
17
(10,754,880)
-
Provisions for liabilities
Deferred tax liability
19
31,659
-
0
(31,659)
-
Net assets
3,335,836
7,387,101
Capital and reserves
Called up share capital (restated)
21
149
130
Share premium account (restated)
29,307,443
24,317,543
Prepaid shares reserve (restated)
16,416,333
6,426,465
Other reserves
4,245,120
-
0
Profit and loss reserves
(46,633,209)
(23,357,037)
Total equity
3,335,836
7,387,101

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

The financial statements were approved by the board of directors and authorised for issue on 27 February 2025 and are signed on its behalf by:
27 February 2025
Mark Ruffell
Director
Company registration number 12603251 (England and Wales)
FLAWLESS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
Unaudited
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
11
980,766
36,162
Tangible assets
12
126,643
140,987
Investments
13
8
8
1,107,417
177,157
Current assets
Debtors
15
10,023,306
7,145,840
Cash at bank and in hand
10,980,607
2,031,992
21,003,913
9,177,832
Creditors: amounts falling due within one year
16
(2,393,876)
(398,760)
Net current assets
18,610,037
8,779,072
Total assets less current liabilities
19,717,454
8,956,229
Creditors: amounts falling due after more than one year
17
(10,754,880)
-
Provisions for liabilities
Deferred tax liability
19
31,659
-
0
(31,659)
-
Net assets
8,930,915
8,956,229
Capital and reserves
Called up share capital (restated)
21
149
130
Share premium account (restated)
29,307,443
24,317,543
Prepaid shares reserve (restated)
16,416,333
6,426,465
Other reserves
4,245,120
-
0
Profit and loss reserves
(41,038,130)
(21,787,909)
Total equity
8,930,915
8,956,229

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £19,250,221 (2023 - £10,756,458 loss).

FLAWLESS HOLDINGS LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 27 February 2025 and are signed on its behalf by:
27 February 2025
Mark Ruffell
Director
Company registration number 12603251 (England and Wales)
FLAWLESS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital (restated)
Share premium account (restated)
Prepaid shares reserve (restated)
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 April 2023 (Unaudited)
124
18,530,540
-
0
-
(11,334,941)
7,195,723
Period ended 31 December 2023 (Unaudited)
Loss and total comprehensive income
-
-
-
-
(12,022,096)
(12,022,096)
Issue of share capital
21
11
12,213,463
-
-
-
12,213,474
Reclassification to prepaid shares reserve
(5)
(6,426,460)
6,426,465
-
-
-
Balance at 31 December 2023 (Unaudited)
130
24,317,543
6,426,465
-
(23,357,037)
7,387,101
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
-
(23,276,172)
(23,276,172)
Issue of share capital
21
19
4,989,900
-
-
-
4,989,919
Issue of convertible loan
-
-
-
4,245,120
-
4,245,120
Prepaid shares reserve
-
-
9,989,868
-
-
9,989,868
Balance at 31 December 2024
149
29,307,443
16,416,333
4,245,120
(46,633,209)
3,335,836

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

Share premium account - This account represents the amount above the nominal value received for issued share capital, less transaction costs.
Prepaid shares reserve - This reserve represents the nominal value of shares that were allotted and paid-up but not yet issued at the year end.
Other reserves - This reserve represents the equity element of a convertible loan issued in the year. Refer to Note 18.
Profit and loss reserve - This reserve represents the accumulated profits and losses of the Group.
FLAWLESS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital (restated)
Share premium account (restated)
Prepaid shares reserve (restated)
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 April 2023 (Unaudited)
124
18,530,540
-
0
-
(11,031,451)
7,499,213
Period ended 31 December 2023 (Unaudited):
Loss and total comprehensive income for the period
-
-
-
-
(10,756,458)
(10,756,458)
Issue of share capital
21
11
12,213,463
-
-
-
12,213,474
Reclassification to prepaid shares reserve
(5)
(6,426,460)
6,426,465
-
-
-
Balance at 31 December 2023 (Unaudited)
130
24,317,543
6,426,465
-
(21,787,909)
8,956,229
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
-
(19,250,221)
(19,250,221)
Issue of share capital
21
19
4,989,900
-
-
-
4,989,919
Issue of convertible loan
-
-
-
4,245,120
-
4,245,120
Prepaid shares reserve
-
-
9,989,868
-
-
9,989,868
Balance at 31 December 2024
149
29,307,443
16,416,333
4,245,120
(41,038,130)
8,930,915

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

Share premium account - This account represents the amount above the nominal value received for issued share capital, less transaction costs.
Prepaid shares reserve - This reserve represents the nominal value of shares that were allotted and paid-up but not yet issued at the year end.
Other reserves - This reserve represents the equity element of a convertible loan issued in the year. Refer to Note 18.
Profit and loss reserve - This reserve represents the accumulated profits and losses of the Company.
FLAWLESS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(24,231,628)
(14,059,105)
Interest paid
(36,068)
-
0
Income taxes refunded
1,536,609
857,603
Net cash outflow from operating activities
(22,731,087)
(13,201,502)
Investing activities
Purchase of intangible assets
(944,604)
(36,162)
Purchase of tangible fixed assets
(233,311)
(67,252)
Interest received
92,954
33,873
Net cash used in investing activities
(1,084,961)
(69,541)
Financing activities
Proceeds from issue of shares (restated)
4,978,050
5,986,888
Proceeds from prepaid shares (restated)
9,989,868
6,226,586
Issue of convertible loans
15,000,000
-
Net cash generated from financing activities
29,967,918
12,213,474
Net increase/(decrease) in cash and cash equivalents
6,151,870
(1,057,569)
Cash and cash equivalents at beginning of year
5,141,790
6,199,359
Cash and cash equivalents at end of year
11,293,660
5,141,790

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

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

Flawless Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71-75 Shelton Street, London, WC2H 9JQ.

1.1
Reporting period

The comparative reporting period covered 9 months from 01 April 2023 to 31 December 2023, due to a change in year-end date from 31 March to 31 December. The current reporting period is for a full financial year from 01 January 2024 to 31 December 2024. As such, the comparative reporting period is not fully 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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. Comparative information in the financial statements was unaudited as the group was entitled to exemption from preparing consolidated financial statements in that period.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Basis of consolidation

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

 

The consolidated group financial statements consist of the financial statements of the parent company Flawless Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Licensed film rights
7 years from the date the film is released
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% straight line
Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.10
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.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Compound instruments

The component parts of compound instruments issued by the group 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.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
3
Turnover and other revenue
Unaudited
2024
2023
£
£
Turnover analysed by class of business
Rendering of services
558,712
318,017
Unaudited
2024
2023
£
£
Other revenue
Interest income
92,954
33,873
4
Operating loss
Unaudited
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
55,990
(200,639)
Depreciation of owned tangible fixed assets
256,071
51,383
5
Auditor's remuneration
Unaudited
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
17,500
-
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
Number
Number
Number
Number
Employees
141
88
63
49
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
£
£
£
£
Wages and salaries
15,358,073
8,041,566
6,718,840
3,769,862
Social security costs
2,095,148
684,094
807,620
448,780
Pension costs
70,710
37,419
70,710
37,419
17,523,931
8,763,079
7,597,170
4,256,061
7
Directors' remuneration
Unaudited
2024
2023
£
£
Remuneration for qualifying services
514,003
393,071
Remuneration disclosed above includes the following amounts paid to the highest paid director:
Unaudited
2024
2023
£
£
Remuneration for qualifying services
223,997
166,154
Company pension contributions to defined contribution schemes
7,431
991
8
Interest receivable and similar income
Unaudited
2024
2023
£
£
Interest income
Interest on bank deposits
92,954
33,873
9
Interest payable and similar expenses
Unaudited
2024
2023
£
£
Other finance costs:
Other interest
36,068
-
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
10
Taxation
Unaudited
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(3,485,471)
(1,589,750)
Deferred tax
Origination and reversal of timing differences
31,659
-
0
Total tax credit
(3,453,812)
(1,589,750)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Unaudited
2024
2023
£
£
Loss before taxation
(26,729,984)
(13,611,846)
Expected tax charge based on the standard rate of corporation tax in the UK of 0% (2023: 0%)
-
-
Tax effect of expenses that are not deductible in determining taxable profit
23,793
19,001
Other tax adjustments
109,975
29,967
Research and development tax credit
(3,587,580)
(1,638,718)
Taxation credit
(3,453,812)
(1,589,750)
11
Intangible fixed assets
Group
Licensed film rights
£
Cost
At 1 January 2024 (Unaudited)
36,162
Additions
944,604
At 31 December 2024
980,766
Amortisation and impairment
At 1 January 2024 and 31 December 2024
-
0
Carrying amount
At 31 December 2024
980,766
At 31 December 2023 (Unaudited)
36,162
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible fixed assets
(Continued)
- 23 -
Company
Licensed film rights
£
Cost
At 1 January 2024 (Unaudited)
36,162
Additions
944,604
At 31 December 2024
980,766
Amortisation and impairment
At 1 January 2024 and 31 December 2024
-
0
Carrying amount
At 31 December 2024
980,766
At 31 December 2023 (Unaudited)
36,162
12
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024 (Unaudited)
22,128
449,751
471,879
Additions
5,544
227,767
233,311
At 31 December 2024
27,672
677,518
705,190
Depreciation and impairment
At 1 January 2024 (Unaudited)
2,420
96,455
98,875
Depreciation charged in the year
8,607
247,464
256,071
At 31 December 2024
11,027
343,919
354,946
Carrying amount
At 31 December 2024
16,645
333,599
350,244
At 31 December 2023 (Unaudited)
19,708
353,296
373,004
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 24 -
Company
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024 (Unaudited)
7,751
232,111
239,862
Additions
389
71,140
71,529
At 31 December 2024
8,140
303,251
311,391
Depreciation and impairment
At 1 January 2024 (Unaudited)
2,420
96,455
98,875
Depreciation charged in the year
2,027
83,846
85,873
At 31 December 2024
4,447
180,301
184,748
Carrying amount
At 31 December 2024
3,693
122,950
126,643
At 31 December 2023 (Unaudited)
5,331
135,656
140,987
13
Fixed asset investments
Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
8
8
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
8
Carrying amount
At 31 December 2024
8
At 31 December 2023 (Unaudited)
8
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Subsidiaries
(Continued)
- 25 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Flawless AI Inc
1209 N Orange St, Wilmington, DE 19801, United States
Ordinary
100.00
15
Debtors
Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
85,496
-
0
-
0
-
0
Unpaid share capital
11,869
-
0
11,869
-
0
Corporation tax recoverable
3,587,580
1,638,718
3,587,580
1,638,718
Amounts owed by group undertakings
-
-
6,163,838
5,072,457
Other debtors
176,670
467,787
96,554
353,533
Prepayments and accrued income
220,463
234,523
163,465
81,132
4,082,078
2,341,028
10,023,306
7,145,840
16
Creditors: amounts falling due within one year
Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
£
£
£
£
Trade creditors
1,307,530
449,681
1,195,361
344,519
Other taxation and social security
529,696
-
529,696
-
Other creditors
15,437
12,491
15,437
12,491
Accruals and deferred income
731,710
42,711
653,382
41,750
2,584,373
504,883
2,393,876
398,760
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Convertible loans
18
10,754,880
-
0
10,754,880
-
0
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
18
Convertible loan notes
Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
£
£
£
£
Liability component of convertible loan note
10,754,880
-
10,754,880
-

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The equity component of the convertible loan notes has been credited to Other Reserves.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Unaudited
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
31,659
-
Unaudited
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
31,659
-
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024 (Unaudited)
-
-
Charge to profit or loss
31,659
31,659
Liability at 31 December 2024
31,659
31,659

The deferred tax liability set out above is expected to reverse within the foreseeable future and relates to accelerated capital allowances.

 

FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
20
Retirement benefit schemes
Unaudited
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
70,710
37,419
21
Share capital
Unaudited
Unaudited
Company
2024
2023
2024
2023
Restated
Restated
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary A of 0.01p each
1,000,000
1,000,000
100
100
Ordinary B of 0.01p each
324,468
305,690
32
30
Ordinary C of 0.01p each
166,003
-
17
-
1,490,471
1,305,690
149
130
Share capital and the number of shares in issue in the prior year have been restated in the current year. Refer to the prior period adjustment in Note 25.

Included in Ordinary C shares are 62,470 ordinary shares with a total share capital value of £6.25 and a subscription price of £11,869 that are issued but not yet paid for. This amount is included under other debtors in Note 15.

Ordinary A shares - Each share is entitled to one vote in any circumstances. Each share is entitled pari passu to dividend payments or any other distribution, including a distribution from a winding up of the company. The shares are not to be redeemed and are not liable to be redeemed.

Ordinary B shares - Each share is entitled to one vote in any circumstances. Each share is entitled pari passu to dividend payments or any other distribution, including a distribution from a winding up of the company. The shares are not to be redeemed and are not liable to be redeemed.

Ordinary C shares - Each share carries no right to vote in any circumstances. Each share is entitled pari passu to dividend payments or any other distribution, including a distribution from a winding up of the company. The shares are not to be redeemed and are not liable to be redeemed.
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
22
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
Unaudited
Unaudited
2024
2023
2024
2023
£
£
£
£
Within one year
2,990,728
503,972
1,543,725
503,972
Between two and five years
2,076,756
-
759,829
-
5,067,484
503,972
2,303,554
503,972
23
Cash absorbed by group operations
Unaudited
2024
2023
£
£
Loss for the year after tax
(23,276,172)
(12,022,096)
Adjustments for:
Taxation credited
(3,453,812)
(1,589,750)
Finance costs
36,068
-
0
Investment income
(92,954)
(33,873)
Depreciation and impairment of tangible fixed assets
256,071
51,383
Movements in working capital:
Decrease/(increase) in debtors
219,681
(266,386)
Increase/(decrease) in creditors
2,079,490
(198,383)
Cash absorbed by operations
(24,231,628)
(14,059,105)
24
Analysis of changes in net funds - group
Unaudited
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
5,141,790
6,151,870
11,293,660
Convertible loan notes
-
(10,754,880)
(10,754,880)
5,141,790
(4,603,010)
538,780
25
Prior period adjustment
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Prior period adjustment
(Continued)
- 29 -
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Analysis of the effect upon equity
2024
2023
Share capital
-
(5)
Share premium
-
(6,426,460)
Equity reserve
-
6,426,465
-
-
Reconciliation of changes in loss for the previous financial period - group
2023
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(12,022,096)
Loss as adjusted
(12,022,096)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Analysis of the effect upon equity
2023
Share capital
-
(5)
Share premium
-
(6,426,460)
Equity reserve
-
6,426,465
-
-
Reconciliation of changes in loss for the previous financial period - company
2023
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(10,756,458)
Loss as adjusted
(10,756,458)
In the prior year, amounts of £5 and £6,426,460 were recorded in share capital and the share premium account respectively. These related to ordinary shares that were allotted and paid-up but not yet issued to the prospective shareholders as at year-end. As such, a prior period adjustment has been recorded to reclassify these from share capital and the share premium account to a prepaid shares reserve. The adjustment has no impact on the brought forward profit and loss reserves.
26
Controlling party
FLAWLESS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Controlling party
(Continued)
- 30 -

The majority shareholders of Flawless Holdings Limited are considered to be the ultimate controlling parties.

2024-12-312024-01-01falsefalseCCH SoftwareCCH Accounts Production 2025.100Scott MannNick LynesMark RuffellAmit KapurOliver 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