Company registration number 10502650 (England and Wales)
NUMBEREIGHT TECHNOLOGIES LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
NUMBEREIGHT TECHNOLOGIES LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
NUMBEREIGHT TECHNOLOGIES LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
51,278
43,949
Tangible assets
5
11,331
12,231
62,609
56,180
Current assets
Debtors
6
148,535
47,787
Cash at bank and in hand
364,533
1,061,838
513,068
1,109,625
Creditors: amounts falling due within one year
7
(77,958)
(64,283)
Net current assets
435,110
1,045,342
Net assets
497,719
1,101,522
Capital and reserves
Called up share capital
9
4,653
4,510
Share premium account
10
4,819,214
4,556,493
Other reserves
27,824
10,639
Profit and loss reserves
(4,353,972)
(3,470,120)
Total equity
497,719
1,101,522

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 24 April 2025 and are signed on its behalf by:
Mr A Sen
Director
Company registration number 10502650 (England and Wales)
NUMBEREIGHT TECHNOLOGIES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
3,313
2,349,631
9,193
(2,511,645)
(149,508)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(958,475)
(958,475)
Issue of share capital
9
1,197
2,206,862
-
-
2,208,059
Issue of options, rights and warrants
-
-
1,446
-
1,446
Balance at 31 December 2023
4,510
4,556,493
10,639
(3,470,120)
1,101,522
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(886,512)
(886,512)
Issue of share capital
9
143
262,721
-
-
262,864
Issue of options, rights and warrants
-
-
19,845
-
19,845
Share options exercised
-
-
(2,660)
2,660
-
Balance at 31 December 2024
4,653
4,819,214
27,824
(4,353,972)
497,719
NUMBEREIGHT TECHNOLOGIES LTD
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions. 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

 

Impairment of intangible assets - Patents

The directors have considered the value of the company's capitalised patent applications arising from its research and development activities. The assessment primarily includes considering the likelihood of patent applications being granted in light of whether any challenges have been notified and the expectation of whether the company will be able to commercially exploit the patent by way of using it to generate future profitable income streams, which itself requires assessing future demand and viability of software still under development.

 

Going concern

As explained in detail. in note 1.2, the directors have considered the requirement of the company to obtain additional investor funding. Having considered all the information available they consider there to be a strong likelihood of sufficient investment being obtained and therefore the accounts have been prepared under the going concern basis.

2
Accounting policies
Company information

NumberEight Technologies Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Bankside 300 Peachman Way, Broadland Business Park, Norwich, Norfolk, United Kingdom, NR7 0LB.

2.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 4 -
2.2
Going concern

The company's financial statements have been prepared under the going concern basis.

 

The company has, since its incorporation in 2016, invested a considerable amount of time and resources into its core research and development activities taking its goal of rebuilding the mobile app economy without personal data from a concept to reality. Like most tech startups this focus has resulted in the company being loss making each year and this is forecast to continue as further development work is carried out even though the company has begun to generate operational income.

 

At 31 December 2024 the company has net assets of £497,719 (2023: £1,101,522) following significant investment during the year. The directors have prepared detailed forecasts anticipating that income will grow significantly but also that the company will need to secure additional investor funding during 2025 to be able to continue trading and continue its research and development activities.

 

The company has previously been successful in attracting significant investment and a series of discussions are underway with potential investors. Given investor appetite for high quality investment opportunities at an early stage of a company's development, along with the demonstratable advancements the company has made in the past two years, the board of directors, which includes representatives of institutional investors already committed to the company, are confident that the company will be able to secure further investment that it needs to be able to continue to trade for the foreseeable future.

2.3
Turnover

Turnover is measured at the fair rate of value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.

 

Each contract with customers is assessed on its own merits to determine whether the nature of the sale is effectively the provision of a licence, which is apportioned over time or whether the provision of software is more akin to that of a sale of goods when income is recognised on dispatch, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

2.4
Intangible fixed assets other than goodwill

Intangible assets are initially recorded at cost, and are subsequently stated at cost loss any accumulated amortisation and impairment losses.

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

Patents & licences
10% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life of residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

 

The useful life of certain intangible assets cannot be reliably estimated. These assets are being amortised over 10 years in accordance with the maximum allowable useful life under FRS 102 as they are considered by the directors to have a useful life of at least 10 years.

2.5
Tangible fixed assets

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

NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Accounting policies
(Continued)
- 5 -

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

Fixtures and fittings
33% straight line
Computers
33% straight line
2.6
Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

 

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to be paid or recovered using the tax rates and laws that have been enacted at the reporting date.

 

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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, Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

2.7
Foreign exchange

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

2.8

Share options

The company has a share option scheme and has granted options to a number of employees. The directors have assessed the value of the options granted using the Black-Scholes model and recognise an expense over the relevant vesting period with a corresponding increase in the share option reserve.

3
Employees

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

2024
2023
Number
Number
Total
12
12
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
4
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2024
46,880
Additions
8,306
At 31 December 2024
55,186
Amortisation and impairment
At 1 January 2024
2,931
Amortisation charged for the year
977
At 31 December 2024
3,908
Carrying amount
At 31 December 2024
51,278
At 31 December 2023
43,949
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2024
34,061
Additions
7,430
At 31 December 2024
41,491
Depreciation and impairment
At 1 January 2024
21,830
Depreciation charged in the year
8,330
At 31 December 2024
30,160
Carrying amount
At 31 December 2024
11,331
At 31 December 2023
12,231
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
24,682
11,620
Unpaid share capital
49,999
-
0
Other debtors
10,427
14,408
Prepayments and accrued income
63,427
21,759
148,535
47,787
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
8,540
-
0
Trade creditors
23,596
12,903
Taxation and social security
8,122
25,783
Other creditors
-
0
4,819
Accruals and deferred income
37,700
20,778
77,958
64,283
8
Share-based payment transactions

Equity settled share based payment arrangements in the form of share options existed at the year end. The share options relate to ordinary shares. All shares are equity based.

 

For options granted from 2020, one quarter of the options shall vest on the first anniversary of the grant. The remaining shall vest each month in 36 equal tranches from the first anniversary whilst the option holder remains an employee. No further vesting shall take place following cessation of employment unless the board exercises its discretion.

 

The fair value of each option award is estimated on the date of the grant by using market data to the greatest extent possible as inputs for the model.

Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
140,880
140,880
0.45
0.45
Granted
189,820
-
0
0.20
-
0
Exercised
(14,643)
0
-
0
0.20
-
0
Expired
(637)
0
-
0
0.20
-
0
Outstanding at 31 December 2024
315,420
140,880
0.15
0.45
Exercisable at 31 December 2024
315,420
140,880
0.15
0.45
NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Share-based payment transactions
(Continued)
- 8 -

The weighted average share price at the date of exercise for share options exercised during the year was £1.96 (2023 - £Nil).

The options outstanding at 31 December 2024 had an exercise price ranging from £0.01 to £2.024, and a remaining contractual life of 1 to 2 years.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £19,845 (2023 - £1,446) which related to equity settled share based payment transactions.

9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £0.001 each
1,867,513
1,852,870
1,868
1,853
A Ordinary shares of £0.001 each
802,365
543,310
802
543
B Ordinary shares of £0.001 each
10
10
-
0
-
0
2,669,888
2,396,190
2,670
2,396
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Series seed preferred shares of £0.001 each
1,983,637
2,114,237
1,983
2,114
Preference shares classified as equity
1,983
2,114
Total equity share capital
4,653
4,510

Ordinary shares have full voting rights, dividend rights and rights to a capital distribution on a pro rate basis as if the Ordinary shares, A Ordinary shares and Series seed preferred shares were constituted as one class; they do not confer any rights of redemption.

 

A Ordinary shares have full voting rights, dividend rights and rights to a capital distribution on a pro rate basis as if the Ordinary shares, A Ordinary shares and Series seed preferred shares were constituted as one class; they do not confer any rights of redemption.

 

B Ordinary shares have no voting rights or rights to any distribution; they do not confer any rights of redemption.

 

Series seed preferred shares have full voting rights, dividend rights and rights to a capital distribution on a pro rate basis as if the Ordinary shares, A Ordinary shares and Series seed preferred shares were constituted as one class; they do not confer any rights of redemption.

Series seed preferred shares includes 61,757 shares which were issued on 24 December 2024 but which were not fully paid as at 31 December 2024.

 

All other shares issued were fully paid.

NUMBEREIGHT TECHNOLOGIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Called up share capital
(Continued)
- 9 -

During the year, the company re-filed share allotment forms at Companies House following the discovery of errors in the original forms submitted to Companies House where the allotment of shares was incorrectly categorised between the various share classes. The amended forms reclassified 138,288 shares from Series seed preferred shares to A ordinary shares. There was no change in the total value of share capital.

On 29 April 2024, 44,465 A Ordinary shares of £0.001 and 22,244 Series seed preferred shares of £0.001 were allotted and fully paid for by cash, at a price of £2.024 per share.

 

On 28 June 2024, 14,643 Ordinary shares of £0.001 were allotted and fully paid for by cash, at a price of £2.024 per share.

 

On 24 December, 61,757 Series seed preferred shares of £0.001 were allotted at a price of £2.024 per share.

10
Share premium account

The share premium account represents the premium arising on the issue of shares net of costs.

11
Other reserves
2024
2023
£
£
At the beginning of the year
10,639
9,193
Issue of options, rights and warrants
19,845
1,446
Share options exercised
(2,660)
-
At the end of the year
27,824
10,639

Other reserves represents equity-settled schemes.

12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

The senior statutory auditor was Stuart Heaney and the auditor was Henton & Co LLP.
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