Company No:
Contents
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Restated - note 3 | ||||
| Fixed assets | ||||
| Tangible assets | 5 |
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| 47,087 | 43,741 | |||
| Current assets | ||||
| Debtors | 6 |
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| Investments | 7 |
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| Cash at bank and in hand |
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| 440,790 | 1,652,507 | |||
| Creditors: amounts falling due within one year | 8, 13 | (
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| Net current (liabilities)/assets | (249,863) | 1,572,605 | ||
| Total assets less current liabilities | (202,776) | 1,616,346 | ||
| Creditors: amounts falling due after more than one year | 9 |
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| Net (liabilities)/assets | (
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| Capital and reserves | ||||
| Called-up share capital | 10 |
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| Share premium account |
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| Profit and loss account | (
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| Total shareholders' (deficit)/funds | (
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Directors' responsibilities:
These financial statements have been prepared in accordance with the provisions of FRS 102 Section 1A – small entities. The financial statements of Quantum Dice Limited (registered number:
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Mr R Aboushelbaya
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Quantum Dice Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 264 Banbury Road, Oxford, OX2 7DY, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.
The prior period has been restated for consideration received for convertible loan notes issued in November 2022. This consideration was incorrectly classified as share premium and instead, represented a non-current liability due to the obligation of the issuer to settle in cash on maturity. This non current liability was subsequently remeasured at fair value at year end in both the current and comparative period.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.
Short term 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 asset.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
| Plant and machinery etc. |
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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 credited or charged to profit or loss.
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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 Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value (See note 13).
Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.
Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation techniques which consider market factors.
Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.
A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
In the process of reviewing the fair value of the convertible loan notes at the year end, the directors have used their judgement to determine the fair value of the loan notes based on their knowledge and expectations at the time of issue compared to the current position and deem this to be materially correct.
| As previously reported | Adjustment | As restated | ||||
| Year ended 30 April 2023 | £ | £ | £ | |||
| Share premium account | (2,934,682) | 500,000 | (2,434,682) | |||
| Creditors: amounts falling due after more than one year | 0 | (500,000) | (500,000) | |||
| Other finance income | 0 | (40,018) | (40,018) | |||
| Profit and loss account | (1,318,598) | 40,018 | (1,278,580) | |||
| 0 | 0 | 0 |
The prior period has been restated for consideration received for convertible loan notes issued in November 2022. This consideration was incorrectly classified as share premium and instead, represented a non-current liability due to the obligation of the issuer to settle in cash on maturity. This non current liability was subsequently remeasured at fair value at year end. (note 12)
| 2024 | 2023 | ||
| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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| Plant and machinery etc. | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 May 2023 |
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| Additions |
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| At 30 April 2024 |
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| Accumulated depreciation | |||
| At 01 May 2023 |
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| Charge for the financial year |
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| At 30 April 2024 |
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| Net book value | |||
| At 30 April 2024 |
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| At 30 April 2023 |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade debtors |
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| Amounts owed by Group undertakings |
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| Prepayments |
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| VAT recoverable |
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| Other debtors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Investment in subsidiary |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade creditors |
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| Accruals |
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| Other taxation and social security |
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| Other creditors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Other creditors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| 263 | 263 |
Transactions with entities in which the entity itself has a participating interest
| 2024 | 2023 | ||
| £ | £ | ||
| Quantum Dice Europe | 2,510 | 1,495 |
During the year Quantum Dice Limited settled expenses on behalf of Quantum Dice Europe totalling £2,510 (2023: £1,495)
Since the year end, the company has raised significant investment through two share issues dated 19 August 2024 and 16 October 2024. After this investment and at the date of filing, the company no longer shows a deficit on the balance sheet.
Reconciliation of changes in equity
| 2024 | 2023 | ||
| £ | £ | ||
| Fair value of convertible loan notes | 488,759 | 459,982 |
On 23 November 2022, the company issued unsecured loan notes totalling £500,000. While the loan notes have a stated maturity date, the company does not expect them to be repaid in cash at maturity. Instead, it is anticipated that the loan notes will convert into equity shares upon the occurrence of an an adjustment event, specifically the issue of new equity by the company, as detailed in the loan note agreement. As such, the loan notes have been recognised at fair value through profit or loss.
From the effective date until the 12 month anniversary of the effective date, no interest was payable on these convertible loan notes. From the first day after this interest free period until the conversion date, simple interest is payable at 1.5% per month.
| 2024 | 2023 | ||
| £ | £ | ||
| Interest paid | 37,500 | 0 |