Company Registration No. 07370553 (England and Wales)
FVRVS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
FVRVS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
FVRVS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
3
45,046
53,243
Tangible assets
4
302,366
257,128
347,412
310,371
Current assets
Stocks
23,050
6,508
Debtors
5
2,085,346
1,762,141
Cash at bank and in hand
431,518
938,771
2,539,914
2,707,420
Creditors: amounts falling due within one year
6
(1,785,963)
(1,666,485)
Net current assets
753,951
1,040,935
Total assets less current liabilities
1,101,363
1,351,306
Creditors: amounts falling due after more than one year
7
(1,194,167)
(43,689)
Provisions for liabilities
(45,971)
(33,288)
Net (liabilities)/assets
(138,775)
1,274,329
Capital and reserves
Called up share capital
9
3,988
3,988
Share premium account
7,273,857
7,273,857
Other reserves
10
250,586
Profit and loss reserves
(7,667,206)
(6,003,516)
Total equity
(138,775)
1,274,329
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 31 December 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
FVRVS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2021
31 December 2021
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 20 September 2022 and are signed on its behalf by:
R A Vincent
Director
Company Registration No. 07370553
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information
FVRVS Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
60 Grays Inn Road, London, WC1X 8AQ.
1.1
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 a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors believe that notwithstanding current year losses, the company's financial statements should be prepared on a going concern basis on the grounds that current and future sources of funding will be adequate to meet the company's needs for a period of at least 12 months from the date of approval of these financial statements.
true
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that
it is probable will be
recover
ed
.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
1.5
Intangible fixed assets other than goodwill
Intangible assets are
initially
recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Patents & licences
5% Straight Line
Development costs
33.33% Straight Line
1.6
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.
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
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:
Leasehold improvements
20% straight line
Furniture and fittings
20% straight line
Computer equipment
33.33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Stocks
Stocks are stated at the lower of cost and
net realisable value, being the
estimated selling price less costs to complete and sell. Cost
is based on the cost of purchase on a first in, first out basis and include
direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash
is represented by cash in hand and
deposits held with banks
repayable without penalty on notice of not more than 24 hours.
Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans with related parties and investments in non-puttable ordinary shares.
1.11
Compound instruments
The component parts of compound instruments issued by the
company
are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.17
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
53
46
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 6 -
3
Intangible fixed assets
Other
£
Cost
At 1 January 2021 and 31 December 2021
80,540
Amortisation and impairment
At 1 January 2021
27,297
Amortisation charged for the year
8,197
At 31 December 2021
35,494
Carrying amount
At 31 December 2021
45,046
At 31 December 2020
53,243
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2021
103,067
473,414
576,481
Additions
196,281
196,281
Disposals
(16,543)
(16,543)
At 31 December 2021
103,067
653,152
756,219
Depreciation and impairment
At 1 January 2021
21,137
298,216
319,353
Depreciation charged in the year
20,306
114,194
134,500
At 31 December 2021
41,443
412,410
453,853
Carrying amount
At 31 December 2021
61,624
240,742
302,366
At 31 December 2020
81,930
175,198
257,128
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
5
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
889,841
859,399
Corporation tax recoverable
601,719
520,286
Other debtors
593,786
382,456
2,085,346
1,762,141
6
Creditors: amounts falling due within one year
2021
2020
£
£
Bank loans
10,000
6,311
Trade creditors
316,147
277,819
Taxation and social security
398,421
253,141
Other creditors
1,061,395
1,129,214
1,785,963
1,666,485
7
Creditors: amounts falling due after more than one year
2021
2020
Notes
£
£
Bank loans and overdrafts
34,167
43,689
Convertible loans
8
1,160,000
1,194,167
43,689
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
8
Convertible loan notes
2021
2020
£
£
Liability component of convertible loan notes
1,160,000
-
The convertible loan notes totalling £1,160,000 were issued on 16 August 2021. Interest is payable at a rate of 10% per annum and is paid in arrears on each anniversary of the date of issue or, if earlier on the date on which the notes are redeemed. The notes together with accrued interest are convertible into ordinary shares of the company under the following circumstances:
(i) in the event of a successful fundraising in which the company issues at least £5,000,000 of new shares in addition to the conversion of loan notes or amounts already received under advance subscription agreements; or
(ii) in the event of an Asset Sale or Share Sale (as defined in the Articles) or a listing on any exchange or market; or
(iii) automatically after 6 months from the date of issue unless the Noteholder objects to the conversion.
The conversion price in the event of (i) and (ii) above will be at a 20% discount to the price paid by non loan note holders. The conversion price in the event of (iii) above will be at £2.856 per share or such other amount as equates to a 20% discount on a valuation of the company at £21,000,000.
In the event that no conversion takes place, the loan notes will be redeemed on or before 16 August 2026.
FVRVS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
9
Called up share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
1,593,465 Ordinary shares of £0.001 each
1,594
1,594
2,394,253 Ordinary A shares of £0.001 each
2,394
2,394
3,988
3,988
As at 31 December 2021 the company had granted options over 656,765 Ordinary shares as follows:
183,367 options with an exercise price of £0.01
113,655 options with an exercise price of £0.23
66,299 options with an exercise price of £0.30
77,415 options with an exercise price of £0.40
216,029 options with an exercise price of £0.51
As at 31 December 2021, 419,052 options had vested and the remaining options are expected to be vested as follows;
129,296 by 31 December 2022
55,510 by 31 December 2023
30,407 by 31 December 2024
22,500 by 31 December 2025
10
Other reserves
In August 2021, the company raised £255,954 of equity funding in exchange for advanced subscription agreements. Amounts received under these agreements will be applied to the issue of future ordinary shares.
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2021
2020
£
£
1,141,401
231,000
12
Events after the reporting date
After the end of the year, the company successfully raised additional equity funding totalling £13,281,359 via subscriptions for new shares.