Company Registration No. 11039567 (England and Wales)
SHUFTI PRO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
SHUFTI PRO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
SHUFTI PRO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2021
31 December 2021
- 1 -
31 December
31 October
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
3
35,145
Investments
4
4,858
40,003
Current assets
Debtors
6
852,221
701,362
Cash at bank and in hand
842,270
33,776
1,694,491
735,138
Creditors: amounts falling due within one year
7
(1,657,322)
(3,416,230)
Net current assets/(liabilities)
37,169
(2,681,092)
Total assets less current liabilities
77,172
(2,681,092)
Provisions for liabilities
(36,902)
Net assets/(liabilities)
40,270
(2,681,092)
Capital and reserves
Called up share capital
8
200,000
1,000
Profit and loss reserves
(159,730)
(2,682,092)
Total equity
40,270
(2,681,092)
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 29 September 2022 and are signed on its behalf by:
S Ullman
Director
Company Registration No. 11039567
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 2 -
1
Accounting policies
Company information
Shufti Pro Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Coppergate House, 10 Whites Row, London, England, E1 7NF.
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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section
399
of the
Companies Act 2006 not to prepare consolidated accounts
, on the basis that the group of which this is the parent qualifies as a small group
. The
financial statements
present information about the company as an individual entity and not about its group
.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future
. The directors have carried out their assessment of going concern, having taken into account the level of substantial funding obtained after the balance sheet date. Therefore, the directors are satisfied that the Company is able to meet its liabilities as and when they fall due and for a minimum period of twelve months from the date of these financial statements.
Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements
.
1.3
Reporting period
During the current period the company changed its accounting reference date to 31 December 2021. Consequently these financial statements are prepared for the fourteen month period ended 31 December 2021. The unaudited comparative figures are provided for the year from 1 November 2019 to 31 October 2020 and are therefore not entirely comparable.
1.4
Turnover
Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business, when the services have been performed and is shown net of VAT.
Deferred income is recognised when payment is received in advance of the service being provided.
1.5
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
.
1.6
Intangible fixed assets other than goodwill
Cryptocurrencies are classified as Intangible fixed assets and measured at fair value, which is based on their quoted price at the balance sheet date.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in
profit
or
loss
.
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 3 -
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.8
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
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.
1.10
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.
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.
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.
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
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.
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.
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.
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
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.
1.14
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.
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 5 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2021
2020
Number
Number
Total
3
Intangible fixed assets
Cryotocurrency
£
Cost
At 1 November 2020
Additions
35,145
At 31 December 2021
35,145
Amortisation and impairment
At 1 November 2020 and 31 December 2021
Carrying amount
At 31 December 2021
35,145
At 31 October 2020
4
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
4,858
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 November 2020
-
Additions
4,858
At 31 December 2021
4,858
Carrying amount
At 31 December 2021
4,858
At 31 October 2020
-
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 6 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2021 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Shufti Pro AB
Carl Krooks Gata 18, 252 18 Helsingborg, Sweden
Ordinary
100.00
Shufti Pro (Cyprus) Limited
Meliza Court, 229 Arch. Makarios III Ave., 3105 Limassol, Cyprus
Ordinary
100.00
Shares in Shufti Pro AB were purchased by Shufti Pro Limited from Victor Fredung on 1 December 2021.
Shufti Pro (Cyprus) Limited was incorporated on 20 December 2021.
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
830,238
41,764
Corporation tax recoverable
615,889
Other debtors
21,983
43,709
852,221
701,362
Included in other debtors, an amount of £nil (2020: £41,846) was due from Shufti Pro AB (Sweden), an entity in which Mr.Carl Victor Gregor Fredung Neschko had a controlling interest.
7
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
984,198
3,416,230
Corporation tax
82,032
Other taxation and social security
7,484
Other creditors
583,608
1,657,322
3,416,230
8
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
200,000
1,000
200,000
1,000
On 22 December 2020, 199,000 ordinary shares of £1 each were issued for a consideration of £199,000.
SHUFTI PRO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 7 -
9
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 Gilles Siow.
The auditor was HW Fisher LLP.
10
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
£
£
Within one year
7,101
Between two and five years
In over five years
7,101
11
Events after the reporting date
O
n
05/01/2022, there was a sub-division of Ordinary shares from nominal value £1 to £0.001. Post sub-division,
on 14/01/2022
the
number of
shares in issue were 200,000,000.
On 14/01/2022, t
hese shares were subsequently changed to Series A Shares.
On 18/01/2022, 37,735,849
Series A
shares
of
£0.001 each
were issued for a total consideration of £11,338,717.
On 7 July 2022, 2,641,509 option shares were granted to a director, which vest over the period to 14 January 2026.