| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| CULTUREAI LTD |
| REGISTERED NUMBER: |
| 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: |
| Registered office: |
| Registered number: |
| Accountants: |
| 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 |
| Tangible assets | 5 |
| Current assets |
| Debtors | 6 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 7 |
| Net current assets |
| Total assets less current liabilities |
| Creditors |
| Amounts falling due after more than one year |
8 |
| Net assets/(liabilities) | ( |
) |
| Capital and reserves |
| Called up share capital | 10 |
| Share premium |
| Other reserves |
| Retained earnings | ( |
) | ( |
) |
| ( |
) |
| 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 were approved by the Board of Directors and authorised for issue on |
| CULTUREAI LTD (REGISTERED NUMBER: 09671771) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | Statutory information |
| CultureAI Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | Accounting policies |
| Basis of preparing the financial statements |
| 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. |
| Tangible fixed assets |
| Fixtures and fittings | - |
| Computer equipment | - |
| 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 |
| 4. | Intangible fixed assets |
| Patents and |
| licences |
| £ |
| Cost |
| At 1 January 2024 |
| and 31 December 2024 |
| Amortisation |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 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 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| Depreciation |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 6. | Debtors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| 7. | Creditors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Taxation and social security |
| Other creditors |
| 8. | Creditors: amounts falling due after more than one year |
| 2024 | 2023 |
| £ | £ |
| Bank loans |
| Other creditors |
| 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 |
| Between one and five years |
| 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. |