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REGISTERED NUMBER: 09671771 (England and Wales)














Unaudited Financial Statements

for the Year Ended 31 December 2024

for

CULTUREAI LTD

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Contents of the Financial Statements
for the year ended 31 December 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


CULTUREAI LTD

Company Information
for the year ended 31 December 2024







Directors: R S Dighero
J W Knowles
K Lazurenko
A J T Lovell
J E Moore





Registered office: Windmill Green Office 2.08
Industrious
24 Mount Street
Manchester
M2 3NN





Registered number: 09671771 (England and Wales)





Accountants: Cooper Parry Advisory Limited
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Balance Sheet
31 December 2024

2024 2023
Notes £ £ £ £
Fixed assets
Intangible assets 4 900 1,469
Tangible assets 5 113,436 122,213
114,336 123,682

Current assets
Debtors 6 723,486 629,887
Cash at bank 6,071,723 1,739,033
6,795,209 2,368,920
Creditors
Amounts falling due within one year 7 1,243,679 974,504
Net current assets 5,551,530 1,394,416
Total assets less current liabilities 5,665,866 1,518,098

Creditors
Amounts falling due after more than one
year

8

4,414

4,015,552
Net assets/(liabilities) 5,661,452 (2,497,454 )

Capital and reserves
Called up share capital 10 349 183
Share premium 15,731,136 3,879,914
Other reserves 340,542 147,397
Retained earnings (10,410,575 ) (6,524,948 )
5,661,452 (2,497,454 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Balance Sheet - continued
31 December 2024


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2025 and were signed on its behalf by:





K Lazurenko - Director


CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Notes to the Financial Statements
for the year ended 31 December 2024


1. Statutory information

CultureAI Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

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

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

Share based payments have been made to employees of the company. The fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated using the Black-Scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input to the model.

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

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - Straight line over 4 years
Computer equipment - Straight line over 3 years

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


2. Accounting policies - continued

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

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

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

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

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Tax credits shown on the income statement represent tax credits received or receivable from HMRC as a result of claims made under HMRC’s R&D tax relief schemes.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Revenue expenditure on research and development is written off in the period in which it is incurred.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


2. Accounting policies - continued

Going concern
The financial statements have been prepared on a going-concern basis. The company incurred losses during the year, however, the directors believe that the company has sufficient resources available for it to be able to continue to meet its obligations, if and when they become due and they have a reasonable belief that the company can continue in operational existence for the foreseeable future. The directors are therefore of the opinion that they should continue to adopt the going concern basis of accounting in preparing the financial statements.

Share-based payments
The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.

3. Employees and directors

The average number of employees during the year was 36 (2023 - 33 ) .

4. Intangible fixed assets
Patents and
licences
£
Cost
At 1 January 2024
and 31 December 2024 7,199
Amortisation
At 1 January 2024 5,730
Amortisation for year 569
At 31 December 2024 6,299
Net book value
At 31 December 2024 900
At 31 December 2023 1,469

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


5. Tangible fixed assets
Fixtures
and Computer
fittings equipment Totals
£ £ £
Cost
At 1 January 2024 100,770 117,712 218,482
Additions 10,808 32,923 43,731
Disposals (3,200 ) (294 ) (3,494 )
At 31 December 2024 108,378 150,341 258,719
Depreciation
At 1 January 2024 24,360 71,909 96,269
Charge for year 22,350 27,128 49,478
Eliminated on disposal (333 ) (131 ) (464 )
At 31 December 2024 46,377 98,906 145,283
Net book value
At 31 December 2024 62,001 51,435 113,436
At 31 December 2023 76,410 45,803 122,213

6. Debtors: amounts falling due within one year
2024 2023
£ £
Trade debtors 400,358 288,218
Other debtors 323,128 341,669
723,486 629,887

7. Creditors: amounts falling due within one year
2024 2023
£ £
Bank loans and overdrafts 10,397 9,392
Trade creditors 174,747 179,427
Taxation and social security 160,724 134,947
Other creditors 897,811 650,738
1,243,679 974,504

8. Creditors: amounts falling due after more than one year
2024 2023
£ £
Bank loans 4,414 15,559
Other creditors - 3,999,993
4,414 4,015,552

CULTUREAI LTD (REGISTERED NUMBER: 09671771)

Notes to the Financial Statements - continued
for the year ended 31 December 2024


8. Creditors: amounts falling due after more than one year - continued

In the year 4,000,000 £1 unsecured convertible loan notes converted into 640,664 series A1 preferred shares for a value of £6.2435 per share.

9. Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£ £
Within one year 114,912 236,628
Between one and five years - 114,912
114,912 351,540

10. Called up share capital

Number: Class: Nominal: 2024 2023
£ £
910,187 Ordinary 0.0001 91 101
559,347 Preferred Seed 0.0001 56 56
265,486 A Ordinary 0.0001 26 26
1,713,136 Series A1 0.0001 171 -
51,252 Series A2 0.0001 5 -
349 183

11. Share-based payment transactions

The company operates an EMI qualifying share option scheme and during the year the company granted 51,881 (2023: 234,342) EMI qualifying share options to employees at an average weighted exercise price of £1.212 per share (2023: £1.190). During the year 80,573 share options vested (2023: 196,254), 37,867 lapsed (2023: 167,921) and 0 options were exercised (2023: 0). At the statement of financial position date, 147,559 vested share options remained exercisable (2023: 104,854) and 100,797 options had yet to vest (2023: 129,488). An amount of £179,718 has been charged to the income statement in respect of the EMI qualifying share options (2023: £139,539).

The company also operates an unapproved share option scheme and during the year the company granted 0 (2023: 24,762) unapproved share options to contractors at an average weighted exercise price of £2.902 per share (2023: £2.902). During the year 7,093 share options vested (2023: 7,198), 0 lapsed (2023: 0) and no options were exercised (2023: 0). At the statement of financial position date, 14,291 vested share options remained exercisable (2023: 7,198) and 10,471 options had yet to vest (2023: 17,564). An amount of £13,427 has been charged to the income statement in respect of the unapproved share options (2023: £7,858).

The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.