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Unaudited Financial Statements for the Year Ended 31 December 2020 |
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SmartUp.io Limited |
REGISTERED NUMBER:
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Unaudited Financial Statements for the Year Ended 31 December 2020 |
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for |
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SmartUp.io Limited |
SmartUp.io Limited (Registered number: 08855163) |
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Contents of the Financial Statements |
for the Year Ended 31 December 2020 |
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Page |
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Balance Sheet | 1 |
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Notes to the Financial Statements | 3 |
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SmartUp.io Limited (Registered number: 08855163) |
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Balance Sheet |
31 December 2020 |
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2020 | 2019 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
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Investments | 5 |
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CURRENT ASSETS |
Debtors | 6 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 7 |
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NET CURRENT LIABILITIES | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CAPITAL AND RESERVES |
Called up share capital |
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Share premium |
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Retained earnings | ( |
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SHAREHOLDERS' FUNDS | ( |
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The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
SmartUp.io Limited (Registered number: 08855163) |
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Balance Sheet - continued |
31 December 2020 |
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In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered. |
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The financial statements were approved by the Board of Directors and authorised for issue on
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SmartUp.io Limited (Registered number: 08855163) |
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Notes to the Financial Statements |
for the Year Ended 31 December 2020 |
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1. | STATUTORY INFORMATION |
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SmartUp.io Limited is a
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Registered number: | 08855163 |
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Registered office: | Treviot House |
186-192 High Road |
Ilford |
Essex |
IG1 1LR |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
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In respect of contracts for on-going services, turnover represents the value of work done in the period. |
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Intangible assets |
Intangible assets are initially measured at cost, After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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Trademarks are being amortised evenly over their estimates useful life of 10 years. |
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Research and development |
Expenditure on research and development is written off in the period in which it is incurred. |
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Foreign currencies |
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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
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Fixed asset investment |
Fixed asset investments are stated at cost less provision for permanent diminution in value. |
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Going concern |
The balance sheet at the end of the period recorded net liabilities. However, the directors believe that despite the global pandemic there are sufficient financial resources available, in particular from investors, to enable the company to continue trading into the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis. |
SmartUp.io Limited (Registered number: 08855163) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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2. | ACCOUNTING POLICIES - continued |
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Share based payments |
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. |
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Convertible loan notes |
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. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. 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 the equity reserve within equity and is not subsequently remeasured. |
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Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | INTANGIBLE FIXED ASSETS |
Trademarks |
£ |
COST |
At 1 January 2020 |
and 31 December 2020 |
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AMORTISATION |
At 1 January 2020 |
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Amortisation for year |
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At 31 December 2020 |
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NET BOOK VALUE |
At 31 December 2020 |
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At 31 December 2019 |
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SmartUp.io Limited (Registered number: 08855163) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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5. | FIXED ASSET INVESTMENTS |
Other |
investments |
£ |
COST |
At 1 January 2020 |
and 31 December 2020 |
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NET BOOK VALUE |
At 31 December 2020 |
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At 31 December 2019 |
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6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2020 | 2019 |
£ | £ |
Trade debtors |
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Other debtors |
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7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2020 | 2019 |
£ | £ |
Bank loans and overdrafts |
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Trade creditors |
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Amounts owed to related parties |
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Taxation and social security |
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Other creditors |
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8. | SECURED DEBTS |
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The following secured debts are included within creditors: |
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2020 | 2019 |
£ | £ |
Bank loans |
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The loan is secured by 77,945 share warrants and over all properties, rights, assets and revenues of SmartUp.io Limited. |
SmartUp.io Limited (Registered number: 08855163) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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9. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
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The following advances and credits to the directors subsisted during the period ended 31 December 2020 and period ended 31 December 2019: |
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2020 | 2019 |
Director 1 | £ | £ |
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Amounts Advanced | 684 | 33,053 |
Amounts Repaid | (1,087 | ) | (51,329 | ) |
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The loans to the directors are repayable on demand. Interest is charged on loans at the official interest set by HMRC. |
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10. | POST BALANCE SHEET EVENTS |
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After year-end, loans, convertible loans and trade payables, included within creditors due within one year, totalling £601,897 and accrued interest of £8,173 were converted into 26,994,239 B shares of £0.000001 at £0.0226 per share. |
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The company undertook a new investment round in April 2021. The company issued 6,218,937 B shares of £0.000001at £0.0282 per share |
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11. | SHARE-BASED PAYMENT TRANSACTIONS |
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SmartUp.io Limited, issued options to certain employees which provides additional remuneration for those employees who are key to the operations of the company. The options are granted with a fixed exercise price determined at the grant of the option. The options are exercisable up until the 10th anniversary from the date of grant. Employees are not entitled to dividends until the shares are exercised. |
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Reconciliations of the number of shares per option scheme are presented below. |
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Share option type | Date of Grant | Number of shares |
Enterprise Management Incentive | 12/10/2015 - 30/10/2017 | 3,750 |
Unapproved Share Options | 12/10/2015 - 21/01/2019 | 153,672 |
Total | 157,422 |
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Number of shares |
EMI Scheme |
Unapproved
Scheme |
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At 1 January 2020 | 3,750 | 473,488 |
Granted | - | - |
Exercised in the year | - | 199,885 |
Lapsed in the year | - | 119,931 |
Outstanding as at 31 December 2020 | 3,750 | 153,672 |
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The company is unable to directly measure the fair value of the options granted. instead the share options fair value is determined by the directors. |
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The company only recognises expenses relating to these options based on the employees, employed directly bu the company for the elapsed vesting period. |
SmartUp.io Limited (Registered number: 08855163) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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12. | CONVERTIBLE LOAN NOTES |
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On 31 August 2018, the Company issued 152,637 6% fixed rate unsecured convertible loan notes of £1 each and a further 264,399 8% fixed rate unsecured convertible loan notes of £1 each on 25 September 2018. |
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On the 31 August 2018, the Company issued 40,000 loan notes of £1 each with no interest. |
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The loan notes are all convertible into fully paid shares. When issued, the new shares shall rank pari passu with the current issued share capital of the Company. |