Company registration number 08739117 (England and Wales)
SPACIOUS LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2022
PAGES FOR FILING WITH REGISTRAR
SPACIOUS LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
SPACIOUS LTD
BALANCE SHEET
AS AT
31 OCTOBER 2022
31 October 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
3
254
Tangible assets
4
15,087
10,091
15,087
10,345
Current assets
Debtors
5
806,907
395,143
Cash at bank and in hand
4,482,766
1,761,181
5,289,673
2,156,324
Creditors: amounts falling due within one year
6
(2,966,784)
(1,982,969)
Net current assets
2,322,889
173,355
Total assets less current liabilities
2,337,976
183,700
Creditors: amounts falling due after more than one year
7
(2,092,278)
Provisions for liabilities
(1,478)
(1,094)
Net assets/(liabilities)
2,336,498
(1,909,672)
Capital and reserves
Called up share capital
524
332
Share premium account
13,550,519
6,323,170
Capital redemption reserve
215,592
258,835
Other reserves
136,707
Profit and loss reserves
(11,430,137)
(8,628,716)
Total equity
2,336,498
(1,909,672)
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 October 2022 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.
SPACIOUS LTD
BALANCE SHEET (CONTINUED)
AS AT
31 OCTOBER 2022
31 October 2022
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 15 March 2023 and are signed on its behalf by:
T Agarwal
Director
Company Registration No. 08739117
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2022
- 3 -
1
Accounting policies
Company information
Spacious Ltd is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
PO Box 501, The Nexus Building, Broadway, Letchworth Garden City, Herts, SG6 9BL.
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 financial statements have been prepared on the going concern basis. The company has again incurred losses during the year, but reverted to a net asset position in the year after a successful fundraising round. Coupled with strong commitment from existing investors for future fundraising, the directors are confident that the company has sufficient resources to continue to meet future liabilities, as and when they become due. The directors also have robust plans in place for growth, and have a reasonable expectation that the performance of the company will become profitable in the short to mid term future.
The directors are therefore of the opinion that the preparation of the annual financial statements on the going concern basis is still appropriate.
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.
1.4
Research and development expenditure
Research
and development
expenditure is written off against profits in the year in which it is incurred.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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
20% straight line
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
1
Accounting policies
(Continued)
- 4 -
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.
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:
Office equipment
33% straight line
IT equipment
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).
An impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.8
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
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.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
1
Accounting policies
(Continued)
- 5 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.10
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.
1.11
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
1
Accounting policies
(Continued)
- 6 -
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to
recent market transactions
. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
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.
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
1
Accounting policies
(Continued)
- 7 -
1.17
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:
2022
2021
Number
Number
Total
43
26
3
Intangible fixed assets
Patents & licences
£
Cost
At 1 November 2021 and 31 October 2022
1,278
Amortisation and impairment
At 1 November 2021
1,024
Amortisation charged for the year
254
At 31 October 2022
1,278
Carrying amount
At 31 October 2022
At 31 October 2021
254
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
- 8 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 November 2021
60,350
Additions
14,190
Disposals
(870)
At 31 October 2022
73,670
Depreciation and impairment
At 1 November 2021
50,259
Depreciation charged in the year
8,754
Eliminated in respect of disposals
(430)
At 31 October 2022
58,583
Carrying amount
At 31 October 2022
15,087
At 31 October 2021
10,091
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
528,042
326,517
Corporation tax recoverable
189,519
Other debtors
89,346
68,626
806,907
395,143
6
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
931,221
209,304
Taxation and social security
176,704
233,768
Other creditors
1,858,859
1,539,897
2,966,784
1,982,969
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
- 9 -
7
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Convertible loans
2,063,218
Other creditors
29,060
2,092,278
8
Share-based payment transactions
The company operates an equity settled share based payment plan for certain employees using the Enterprise Management Incentive (EMI) scheme framework.
Each employee in the scheme has been awarded an option to acquire ordinary shares in the company over
a
vesting period. The conditions of the agreement require the employee to remain employed by the company throughout this period. The maximum term of the options is 10 years from the grant date.
T
he company also operates
three
non-tax advantaged share based payment arrangements for non-employees and employees who do not qualify for the EMI share option scheme
. These arrangements are substantially the same as the EMI scheme and so are not disclosed separately.
Number of share options
Weighted average exercise price
2022
2021
2022
2021
Number
Number
£
£
Outstanding at 1 November 2021
2,459,465
2,895,797
0.02
0.03
Granted
1,165,599
184,428
0.05
Forfeited
(209,119)
(417,686)
0.01
0.05
Exercised
(492,467)
(203,074)
0.01
0.05
Outstanding at 31 October 2022
2,923,478
2,459,465
0.02
0.02
Exercisable at 31 October 2022
2,348,392
1,913,394
0.02
0.02
The options outstanding at the balance sheet date had an exercise price ranging from £0.00001 to £0.048.
The fair value of the share options at grant has been measured in line with recent market transactions in the entity's shares.
9
Events after the reporting date
In December 2022 the company raised additional equity funding amounting to £642,795, following an issue of Series A3 ordinary shares and Series A3 preferred shares.
10
Related party transactions
At the balance sheet date the company was owed £nil (2021: £92) T Agarwal, a director of the company.
SPACIOUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2022
- 10 -
11
Controlling party
During the year there was no ultimate controlling party.