Shift Holdings Ltd

	Page
Balance Sheet	1
Notes to the Financial Statements	2—4

1. General Information

Shift Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 12729677 . The registered office is 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.3. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Fixtures & Fittings	25% on cost
Computer Equipment	33.33% on cost

2.4. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.5. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.6. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

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Shift Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2024

2.6. Taxation - continued

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.7. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.8. Investments

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 16 (2023: 7)

4. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 August 2023	1,452	2,157	3,609
Additions	4,254	5,459	9,713

As at 31 July 2024	5,706	7,616	13,322

Depreciation
As at 1 August 2023	1,059	2,088	3,147
Provided during the period	1,128	523	1,651

As at 31 July 2024	2,187	2,611	4,798

Net Book Value
As at 31 July 2024	3,519	5,005	8,524

As at 1 August 2023	393	69	462

5. Investments

	Unlisted
	£
Cost or Valuation
As at 1 August 2023	10,078
Disposals	(10,000 )

As at 31 July 2024	78

Provision
As at 1 August 2023	-

As at 31 July 2024	-

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Shift Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2024

Net Book Value
As at 31 July 2024	78

As at 1 August 2023	10,078

The company's investment of £78, are shares held in Fanvue LLC. Fanvue LLC is a subsidiary of Shift Holdings Ltd, incorporated in Delaware.

The company previously held an investment of £10,000 in Impetus Mgmt Ltd, a company incorporated in the United Kingdom. This subsidiary was dissolved in June 2024, and the investment was written off in full.

6. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	686,478	617,952
Amounts owed by group undertakings	-	34,270
Other debtors	2,900,221	162,668

	3,586,699	814,890

7. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	1,940,770	116,624
Bank loans and overdrafts	21,572	-
Amounts owed to group undertakings	288,085	78
Other creditors	47,500	322,868
Taxation and social security	243,874	14,023

	2,541,801	453,593

8. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	155	128

9. Related Party Transactions

At 31 July 2024, an amount of £288,085 (2023: £78) was owed to Fanvue LLC, a wholly owned subsidiary, incorporated in Delaware, included within amounts owed to group undertakings.

At 31 July 2024, an amount of £Nil (2023: £34,270) was owed by Impetus Mgmt Ltd, a wholly owned subsidiary, included within amounts owed by group undertakings.

As at 31 July 2024 the director W Monange was owed £43,366 (2023: £Nil) by the company.

These loans are interest free and repayable on demand.

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		8,524		462
Investments	5		78		10,078

			8,602		10,540
CURRENT ASSETS
Debtors	6	3,586,699		814,890
Cash at bank and in hand		813,719		10,455

		4,400,418		825,345
Creditors: Amounts Falling Due Within One Year	7	(2,541,801 )		(453,593 )

NET CURRENT ASSETS (LIABILITIES)			1,858,617		371,752

TOTAL ASSETS LESS CURRENT LIABILITIES			1,867,219		382,292

NET ASSETS			1,867,219		382,292

CAPITAL AND RESERVES
Called up share capital	8		155		128
Share premium account			4,016,901		1,970,039
Capital redemption reserve			3		3
Profit and Loss Account			(2,149,840 )		(1,587,878 )

SHAREHOLDERS' FUNDS			1,867,219		382,292