Morgan Goodwin Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Morgan Goodwin Limited is a private company, limited by shares, incorporated in Scotland, registered number SC434092 . The registered office is 272 Bath Street, Glasgow, G2 4JR.

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. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. The director has considered the company's financial position, cash flow forecasts, and future prospects in the context of the risks and uncertainties arising from the current economic environment.

In making this assessment, the director has taken into account all available information about the future, covering a period of at least 12 months from the date of approval of these financial statements. This assessment includes a review of the company's cash flow forecasts and other projections, as well as an evaluation of the company's borrowing facilities and other available financial resources.

The director acknowledges that there are uncertainties, which may cast doubt upon the company's ability to continue as a going concern. Despite these uncertainties, the director believes that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, he continues to adopt the going concern basis in preparing the annual financial statements.

The director has a reasonable expectation that the company will be able to meet its liabilities as they fall due and to operate within the available cash and borrowing facilities.

2.3. 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 sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

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.

Disbursements

The company acts as agent in certain transactions, incurring costs on behalf of clients which are subsequently recharged at cost. In accordance with FRS 102 and the company’s accounting policy, such disbursements are not recognised as either income or expense in the profit and loss account. These amounts are excluded from turnover and operating expenses, as the company is acting as an agent and does not bear the risks and rewards of the underlying transactions.

Disbursements are shown separately in the balance sheet as amounts recoverable from clients (within trade and other receivables), and as amounts payable to suppliers (within trade and other payables), where relevant. This approach ensures the financial statements present a true and fair view of the company’s results and position.

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Morgan Goodwin Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 October 2024

2.4. Intangible Fixed Assets and Amortisation - Intellectual Property

The company has capitalised research and development (R&D) expenditure relating to the development of internally generated software as an intangible asset in accordance with FRS 102.

Accounting Policy

Development costs are capitalised as intangible assets when all recognition criteria in FRS 102 are met, including technical feasibility, intention and ability to complete and use or sell the asset, the availability of resources, the probability of future economic benefits, and the ability to measure costs reliably. Costs incurred during the research phase, or where these criteria are not met, are expensed as incurred.

Amortisation

No amortisation has been charged in respect of the capitalised software development costs, as the asset is not yet widely available for use. Amortisation will commence once the asset is brought into use, over its estimated useful economic life, in accordance with FRS 102 requirements.

Impairment Review

The carrying amount of the software development asset is reviewed at each reporting date by the director for indicators of impairment. Any impairment loss is recognised immediately in profit or loss.

Disclosure

At the year-end, the carrying amount of the capitalised software development costs was £226,101. No amortisation or impairment charge has been recognised in the period.

2.5. 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:

Computer Equipment

25% RBM

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.

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

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Morgan Goodwin Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 October 2024

2.7. Adjusting Event: Contractual Dispute

On 4th September 2025, the Company was served with a court order in respect of outstanding professional fees totalling £28,000. The event provides evidence of conditions that existed at the balance sheet date of 31 October 2024, and therefore qualifies as an adjusting event under FRS 102, Section 32: Events after the End of the Reporting Period.

In accordance with FRS 102, the financial statements have been adjusted to recognise a provision for the outstanding fees.

Impact on the Financial Statements

Statement of Financial Position (Balance Sheet):

A current liability of £28,000 has been recognised as at 31 October 2024, with a corresponding charge included in the profit and loss account for the year ended 31st October 2023 of £35,243 and an adjustment for the year ended 31st October 2024 of Cr £7,243.

2.8. Adjusting Event: Other Loan

At the balance sheet date of 31 October 2024, the Company had a loan liability of £50,000 together with accrued interest.

Subsequent to the year-end, an agreement was reached with the lender to settle the loan by repaying only the principal amount of £50,000, with the accrued interest waived. This agreement provides evidence of conditions that existed at the reporting date and has therefore been classified as an adjusting event under FRS 102, Section 32.

Accordingly, the financial statements have been adjusted to reflect the revised obligation.

Impact on the Financial Statements:

Statement of Financial Position

A current liability of £50,000 has been recognised as at 31 October 2024, reflecting the agreed settlement amount.

2.9. Intercompany Loan Written Off

During the year, the company wrote off an intercompany loan payable to Ambosco Limited amounting to £151,778.

This transaction is disclosed as a related party transaction in accordance with FRS 102 Section 33. The income arising from the write-back of this liability has been recognised in other operating income in the Statement of Comprehensive Income.

There is no outstanding balance in respect of this loan as at 31st October 2024.

3. Average Number of Employees

Average number of employees, including directors, during the year was:

	2024	2023
Office and administration	6	6

	6	6

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Morgan Goodwin Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 October 2024

4. Intangible Assets

	Intellectual Property
	£
Cost
As at 1 November 2023	226,101

As at 30 October 2024	226,101

Net Book Value
As at 30 October 2024	226,101

As at 1 November 2023	226,101

5. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 November 2023	6,589

As at 30 October 2024	6,589

Depreciation
As at 1 November 2023	1,313
Provided during the period	1,319

As at 30 October 2024	2,632

Net Book Value
As at 30 October 2024	3,957

As at 1 November 2023	5,276

6. Debtors

	2024	2023
	£	£
Due within one year
Other debtors.	-	5,899
VAT	-	52,442
Director's loan account	8,458	7,708

	8,458	66,049

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Morgan Goodwin Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 October 2024

7. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	3,238	-
Other loans	51,000	50,000
Other taxes and social security	2,006	4,012
VAT	4,040	-
Pension Payable	276	492
Intercompany	-	200,839
Other creditors.	-	3,878
Provision for professional fees	28,000	35,243
Accruals and deferred income	-	3,360

	88,560	297,824

8. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	11,408	10,518

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		226,101		226,101
Tangible Assets	5		3,957		5,276

			230,058		231,377
CURRENT ASSETS
Debtors	6	8,458		66,049
Cash at bank and in hand		185		163,511

		8,643		229,560
Creditors: Amounts Falling Due Within One Year	7	(88,560 )		(297,824 )

NET CURRENT ASSETS (LIABILITIES)			(79,917 )		(68,264 )

TOTAL ASSETS LESS CURRENT LIABILITIES			150,141		163,113

NET ASSETS			150,141		163,113

CAPITAL AND RESERVES
Called up share capital	8		11,408		10,518
Share premium account			777,311		770,680
Profit and Loss Account			(638,578 )		(618,085 )

SHAREHOLDERS' FUNDS			150,141		163,113