Registered number: 09123710
Switchee Limited
Financial statements
For the Year Ended 30 April 2024
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Company Information
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Mr Alexander Pitt (resigned 25 May 2023)
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Mr Martin Fincham (appointed 25 May 2023)
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Office 405-406 Citybridge House
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Contents
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Notes to the Financial Statements
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Switchee Limited
Registered number:09123710
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Balance Sheet
As at 30 April 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Switchee Limited
Registered number:09123710
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Balance Sheet (continued)
As at 30 April 2024
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
___________________________
Mr Thomas Robins
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The notes on pages 3 to 15 form part of these financial statements.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
Switchee Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act. The registered office is Office 405-406 Citybridge House, Southwark Street, London, England, SE1 1RU. The principal activity of the company continued to be that of the manufacture and sale of smart thermostats and data analytics to the affordable housing sector.
2.Accounting policies
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Basis of preparation of financial statements
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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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The company has, as forecasted, incurred significant losses during the financial year of £2,692,324 (2023 - £2,002,458) and is forecast to make further losses in the next financial year as it continues to invest in its product offering and market expansion. The directors are confident that this investment will result in the company generating revenues and profits moving forward. As a result of the equity investments received during previous fundraising rounds, the company has net assets of £1,603,125 (2023 - £4,289,192) however, as of the reporting date, the company remains dependent on securing additional funding to support ongoing operations and future growth. Following the year end management have agreed terms with current funders for additional funding of up to £5m, of which over £2m has been drawn down and will provide the necessary liquidity to support the company’s activities..
The directors have prepared cashflow forecasts, taking account of the agreed additional investment and of reasonably possible changes in trading performance, covering a period extending beyond 12 months from the date of approval of these financial statements, taking account of anticipated costs and revenues and successful fund raise. These forecasts demonstrate that the company can operate within the finance facilities available to it and therefore the directors consider it is appropriate to prepare the company's financial statements on a going concern basis.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP and the financial statements are rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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 is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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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.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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, which range from 3 to 6 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.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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 balance sheet 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.
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 balance sheet date in the countries where the Company operates and generates income.
Intangible assets are initially recognised at cost. 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:
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Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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:
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Assets under construction
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including the directors, during the year was as follows:
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Notes to the Financial Statements
For the Year Ended 30 April 2024
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Charge for the year on owned assets
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Notes to the Financial Statements
For the Year Ended 30 April 2024
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Charge for the year on owned assets
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Investments in subsidiary companies
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Notes to the Financial Statements
For the Year Ended 30 April 2024
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Finished goods and goods for resale
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amount owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
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Cash and cash equivalents
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Notes to the Financial Statements
For the Year Ended 30 April 2024
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The company obtained a loan via the Bounce Back Loan Scheme which is managed by the British Business Bank with the financial backing of the Secretary of State for Business, Energy and Industrial Strategy. The Business Bounce Back Loan Scheme is guaranteed by the UK government. As part of this loan arrangement, the government will pay any arrangement fees and interest for the first 12 months during which no capital repayments are required. After this period, the loan is subject to interest at a rate of 2.5% and is to be repaid in installments over a period of 60 months.
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Creditors: Amounts falling due after more than one year
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Notes to the Financial Statements
For the Year Ended 30 April 2024
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Allotted, called up and fully paid
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1,861,580 (2023 - 1,859,917) Ordinary A shares of £0.0001 each
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685,166 (2023 - 685,166) Series A shares of £0.0001 each
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99,270,679 (2023 - 99,270,679) Deferred shares of £0.0001 each
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37,913 (2023 - Nil) Ordinary B shares of £0.0001 each
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Ordinary A shares
Carry full voting and distribution (by way of dividends and capital) rights on a pro rata basis to the number of Ordinary A Shares held. They are not redeemable. During the year no Ordinary A Shares were issued.
Series A shares
Carry full voting and distribution (by way of dividends and capital) rights on a pro rata basis to the number of Series A Shares held. They are not redeemable. During the year no ordinary shares were issued.
Deferred shares
Do not carry voting rights or any entitlement to a dividend. On a distribution of assets, a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the holders of Deferred Shares are entitled to receive a total of £1 for the entire class of Deferred Shares. May be redeemed at the option of the Company.
Ordinary B shares
Carry full voting and distribution (by way of dividends and capital) rights on a pro rata basis to the number of Ordinary B Shares held. They are not redeemable. During the year 37,913 Ordinary B Shares were issued for a consideration of £4.
Share premium account
The share premium reserve contains the premium arising on the issue of equity shares.
Profit and loss account
The profit and loss account reserve represents the cumulative profits and losses, net of dividends paid and other adjustments.
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Notes to the Financial Statements
For the Year Ended 30 April 2024
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Weighted average exercise price (pence)
2024
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Weighted average exercise price
(pence)
2023
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Outstanding at the beginning of the year
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Exercised during the year
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Outstanding at the end of the year
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £223,618 (2023 - £42,166). Contributions totalling £19,937 (2023 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.
At 30 April 2024, the Directors considered there to be no ultimate controlling party.
The auditors' report on the financial statements for the year ended 30 April 2024 was unqualified.
The audit report was signed on 27 June 2025 by Mark Gurney FCCA (Senior Statutory Auditor) on behalf of Dains Audit Limited.
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