Registered number:
09874279
TECHSPERT.IO LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2021
|
TECHSPERT.IO LIMITED
REGISTERED NUMBER:
09874279
CONSOLIDATED BALANCE SHEET
AS AT
31 MARCH 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TECHSPERT.IO LIMITED
REGISTERED NUMBER:
09874279
CONSOLIDATED BALANCE SHEET
(CONTINUED)
AS AT
31 MARCH 2021
The
financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 7 to 16 form part of these financial statements.
|
TECHSPERT.IO LIMITED
REGISTERED NUMBER:
09874279
COMPANY BALANCE SHEET
AS AT
31 MARCH 2021
|
|
|
|
As restated (see note 11)
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TECHSPERT.IO LIMITED
REGISTERED NUMBER:
09874279
COMPANY BALANCE SHEET
(CONTINUED)
AS AT
31 MARCH 2021
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 7 to 16 form part of these financial statements.
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 MARCH 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment expense
|
|
|
|
|
|
|
|
Exercise of share options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
|
|
Share-based payment expense
|
|
|
|
|
|
|
|
Exercise of share options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 7 to 16 form part of these financial statements.
|
|
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 MARCH 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment expense
|
|
|
|
|
|
|
Exercise of share options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AT 1 APRIL 2020 (AS RESTATED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
|
Share-based payment expense
|
|
|
|
|
|
|
Exercise of share options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 7 to 16 form part of these financial statements.
|
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
Techspert.io Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is 52 Burleigh Street, Cambridge, CB1 1DJ.
2.
ACCOUNTING POLICIES
|
|
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of
Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The directors have prepared the financial statements on a going concern basis which assumes that the Group and parent Company will be able to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of the financial statements.
As reported in Note 13, subsequent to the year end the Company secured investment of over £8.5m through the issue of 11,666 Ordinary Shares and 202,110 Series B Preferred Shares. In making their assessment detailed forecasts for the Group have been prepared, with modelling also performed to determine the sensitivity of key assumptions and the extent to which the business could be adversely impacted noting the ongoing global economic uncertainty caused by the COVID-19 pandemic. These forecasts show that, even allowing for plausible downside scenarios, the Group and Company will be able to operate without the need for additional funding for a period of at least 12 months from the date of approval of the financial statements.
Given the liquidity of the Company at the date of signing the financial statements, together with the forecasts prepared, the directors believe that the Group is adequately placed to manage its business risks successfully and that the Group and Company will have adequate financial resources available to meet is liabilities as they fall due for the foreseeable future.
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
2.
ACCOUNTING POLICIES (CONTINUED)
|
|
FOREIGN CURRENCY TRANSLATION
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
2.
ACCOUNTING POLICIES (CONTINUED)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙
the amount of revenue can be measured reliably;
∙
it is probable that the Group will receive the consideration due under the contract;
∙
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙
the costs incurred and the costs to complete the contract can be measured reliably.
The revenue of the Group is the aggregate amount charged to customers for services rendered in the financial year under review. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors falling due within one year. Where revenue recognised is more than amounts invoiced to the customer, the amounts are recorded as accrued income and included within debtors due within one year.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
2.
ACCOUNTING POLICIES (CONTINUED)
DEFINED CONTRIBUTION PENSION PLAN
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment.
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
2.
ACCOUNTING POLICIES (CONTINUED)
|
|
CASH AND CASH EQUIVALENTS
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
The average monthly number of employees, including directors, during the year was
42
(2020 -
28
)
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 23 November 2020 the Company subscribed for 1,000 shares of $0.001 each in Techspert.io inc. for total consideration of $1,000.
|
|
|
|
The following was a subsidiary undertaking of the Company:
|
|
|
|
|
|
|
|
2500 E. TC Jester Blvd., Ste. 258, Houston, Texas 77008
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
|
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans comprise a Government backed 'Bounce Back' loan, which was drawn down in July 2020. This loan is 100% guaranteed by the Government and there will be no fees or interest payable in the first 12 months. After this 12 month period, interest will be charged at 2.5% per annum. The first instalment is due in July 2021.
Other creditors include contributions of £9,164 (2020 - £329) payable to the Group's defined contribution pension scheme at the balance sheet date.
|
|
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans comprise a Government backed 'Bounce Back' loan, which was drawn down in July 2020. This loan is 100% guaranteed by the Government and there will be no fees or interest payable in the first 12 months. After this 12 month period, interest will be charged at 2.5% per annum. The first instalment is due in July 2021.
|
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
|
|
ALLOTTED, CALLED UP AND FULLY PAID
|
|
|
|
|
|
|
|
|
|
329,657
(2020 -
316,512
)
Ordinary
shares of £
0.0001
each
|
|
|
|
|
128,371
(2020 -
128,371
)
Series A Preferred
shares of £
0.0001
each
|
|
|
|
|
|
|
|
|
|
|
|
|
On 8 April 2020 741 Ordinary shares of £0.0001 each were allotted for £3.71 per share. An amount of £2,749, being the difference between the total consideration and the total nominal value of the shares issued, has been included in the share premium account.
On 29 June 2020 10,374 Ordinary shares of £0.0001 each were allotted for £0.01 per share. An amount of £103, being the difference between the total consideration and the total nominal value of the shares issued, has been included in the share premium account.
On 11 December 2020 1,186 Ordinary shares of £0.0001 each were allotted for £0.50 per share. An amount of £593, being the difference between the total consideration and the total nominal value of the shares issued, has been included in the share premium account.
On 2 February 2021 844 Ordinary shares of £0.0001 each were allotted for £3.71 per share. An amount of £3,131, being the difference between the total consideration and the total nominal value of the shares issued, has been included in the share premium account.
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
|
|
|
The Company operates an equity-settled share based remumeration scheme for employees. Equity-settled share-based payments are measured at fair value at the date of grant. The vesting period for all options is four years.
The options are settled in equity once exercised. Options are forfeited if the employee leaves the Company before the options vests.
At 31 March 2021, the Company had 22,345 (2020 - 23,740) outstanding options over ordinary shares. The options were granted between 10 January 2019 and 29 March 2021 and have exercise prices between £0.01 and £3.71, depending on the date of grant.
The Black-Scholes option pricing model was used to calculate the fair value of options at grant date. The inputs into the pricing model were:
|
|
|
Weighted average exercise price (pence)
2021
|
|
Weighted average exercise price
(pence)
2020
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited/expired during the year
|
|
|
|
|
|
Exercised during the year
|
|
|
|
|
|
OUTSTANDING AT THE END OF THE YEAR
|
|
|
|
|
|
Weighted average share price (pence)
|
|
|
|
Weighted average exercise price (pence)
|
|
|
|
Weighted average contractual life (days)
|
|
|
|
|
|
|
|
Expected dividend growth rate
|
|
|
|
|
|
|
|
As the Company’s shares are not traded, the expected volatility has been estimated with reference to comparable companies.
|
|
Equity-settled share-based payment expense
|
|
|
|
TECHSPERT.IO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
A prior year adjustment has been made to record the equity-settled share based payment charge for the year ended 31 March 2020. As outlined in note 10, the total expense was £210,518 with the correction increasing admininstrative expenses for the year ended 31 March 2020 by this amount with a corresponding credit to the share option reserve.
A transfer of £16,732 has also been made between the share option reserve and profit and loss account for exercised share options.
These adjustments have no impact on total opening reserves as at 1 April 2020.
12.
OTHER FINANCIAL COMMITMENTS
Total Group and Company financial commitments, guarantees and contingencies that are not included in the balance sheet amount to £134,228 (2020 - £176,851).
|
POST BALANCE SHEET EVENTS
|
In October 2021 the company closed a further funding round to provide additional growth and working capital for the Group. A total of just over £8.5m (before costs) of new money was raised through the issue of 11,666 Ordinary Shares and 202,110 Series B Preferred Shares. In addition, 3,142 Ordinary Shares were converted into Series B Preferred Shares.
The auditors' report on the financial statements for the year ended 31 March 2021 was unqualified.
|
In their report, the auditors included a paragraph highlighting other matters which stated:
The financial statements of Techspert.io Limited were unaudited for the year ended 31 March 2020 as the Group was a small group and eligible for audit exemption. Accordingly the comparative information has not been subject to audit.
|
The audit report was signed on
8 December 2021
by
Roberta Newman
(Senior Statutory Auditor) on behalf of
Peters Elworthy & Moore
.
|