Company Registration No. 09496687 (England and Wales)
SHADOW FOUNDR LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
PAGES FOR FILING WITH REGISTRAR
SHADOW FOUNDR LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SHADOW FOUNDR LTD
BALANCE SHEET
AS AT
31 MARCH 2020
31 March 2020
- 1 -
2020
2019
Notes
£
£
£
£
Fixed assets
Intangible assets
3
243,271
245,168
Tangible assets
4
3,210
3,744
246,481
248,912
Current assets
Debtors
5
88,117
60,150
Cash at bank and in hand
47,455
3,417
135,572
63,567
Creditors: amounts falling due within one year
6
(104,648)
(194,505)
Net current assets/(liabilities)
30,924
(130,938)
Total assets less current liabilities
277,405
117,974
Capital and reserves
Called up share capital
7
515
492
Share premium account
1,611,132
1,211,159
Other reserves
47,106
16,113
Profit and loss reserves
(1,381,348)
(1,109,790)
Total equity
277,405
117,974
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 July 2020 and are signed on its behalf by:
Mr N Craft
Director
Company Registration No. 09496687
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
- 2 -
1
Accounting policies
Company information
Shadow Foundr Ltd is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
The Stanley Building, 7 Pancras Square, Kings Cross, London, N1C 4AG.
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
These financial statements are prepared on the going concern basis. Forecasts have been produced covering a period of at least twelve months form the date that the financial statements are approved which show an improved trading position, largely through continued cost reduction. The directors continue to closely monitor the company's liquidity and capital adequacy and at the time of approving the financial statements, the directors consider that the company will be able to generate sufficient income and raise sufficient finance to fund its operations for the foreseeable future and to meet its liabilities as they fall due. Thus the directors continue to adopt
true
the going concern basis of accounting in preparing the
financial statements
.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable
and represents amounts receivable for
services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
Turnover is recognised once a minimum threshold for the investment is reached.
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
.
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 3 -
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:
Software
10% on a stright line basis
Development costs
20% on a straight line basis
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:
Fixtures and fittings
25% on a diminishing balance basis
Computers
25% on a diminishing balance basis
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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 at bank and in hand
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.
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 4 -
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
.
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.
1.10
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.
1.11
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.
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.
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
1
Accounting policies
(Continued)
- 5 -
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black-Scholes
odel. 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.
1.15
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.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2020
2019
Number
Number
Total
6
7
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 6 -
3
Intangible fixed assets
Software
Development costs
Total
£
£
£
Cost
At 1 April 2019
6,589
396,212
402,801
Additions
-
97,505
97,505
At 31 March 2020
6,589
493,717
500,306
Amortisation and impairment
At 1 April 2019
2,636
154,997
157,633
Amortisation charged for the year
659
98,743
99,402
At 31 March 2020
3,295
253,740
257,035
Carrying amount
At 31 March 2020
3,294
239,977
243,271
At 31 March 2019
3,953
241,215
245,168
4
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 April 2019
3,343
4,451
7,794
Additions
-
536
536
At 31 March 2020
3,343
4,987
8,330
Depreciation and impairment
At 1 April 2019
1,651
2,399
4,050
Depreciation charged in the year
423
647
1,070
At 31 March 2020
2,074
3,046
5,120
Carrying amount
At 31 March 2020
1,269
1,941
3,210
At 31 March 2019
1,692
2,052
3,744
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 7 -
5
Debtors
2020
2019
Amounts falling due within one year:
£
£
Trade debtors
32,141
18,140
Corporation tax recoverable
32,518
35,026
Other debtors
23,458
6,984
88,117
60,150
6
Creditors: amounts falling due within one year
2020
2019
£
£
Trade creditors
10,516
7,384
Taxation and social security
53,868
54,810
Other creditors
40,264
132,311
104,648
194,505
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 8 -
7
Called up share capital
2020
2019
£
£
Ordinary share capital
Issued and fully paid
514,539 (2019: 492,293) Ordinary shares of 0.1p each
515
492
During the year the company issued 22,246 Ordinary shares of 0.1p each for a total consideration of £399,996.
8
Share-based payment transactions
The company has taken advantage of transitional exemptions not to apply FRS102 1A to any share-based payment transactions entered into before the transition date to FRS102 of 1 April 2016. The total number of options granted prior to transition to FRS102 that were exercisable at 31 March 2020 were 23,749, they had an exercise price of £10 per share and a maturity date of 6 April 2020. The following information therefore only discloses information about share-based payment transactions granted on or after transition to FRS102:
Number of share options
Weighted average exercise price
2020
2019
2020
2019
Number
Number
£
£
Outstanding at 1 April 2019
5,250
-
6.00
-
Granted
-
7,750
-
6.00
Exercised
(1,413)
(2,500)
6.00
6.00
Outstanding at 31 March 2020
3,837
5,250
6.00
6.00
Exercisable at 31 March 2020
3,837
5,250
6.00
6.00
The options outstanding at 31 March 2020 had an exercise price of £6.00 and a remaining contractual life of one year
Inputs were as follows:
2020
2019
Weighted average share price
18.00
18.00
Weighted average exercise price
6.00
6.00
Expected volatility
10.00
10.00
Expected life
1.30
1.30
Risk free rate
0.95
0.95
During the year, the company recognised a charge of £30,993 (2019 - £16,113) which related to equity settled share based payment transactions.
SHADOW FOUNDR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020
- 9 -
9
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:
2020
2019
£
£
Total commitment
22,407
7,100
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Paul Tonks BSc (Econ) FCA.
The auditor was Edwards.
11
Related party transactions
Any directors or senior employees who have authority and responsibility for controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £96,000 (2019 - £95,000).
Included in other creditors are amounts of £24,670 (2019 - £15,730) payable by the company to its directors.