Rightsmith Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 10001971 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2019

FOR

RIGHTSMITH LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr M J Imamura

Ms J K Mountain

Mr N Evans - Lombe

REGISTERED OFFICE:

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

REGISTERED NUMBER:

10001971 (England and Wales)

FIXED ASSETS

Investments

5

59,542

CURRENT ASSETS

Debtors

6

2,901,726

1,587,235

CREDITORS

Amounts falling due within one year

7

26,432

31,707

NET CURRENT ASSETS

2,875,294

1,555,528

TOTAL ASSETS LESS CURRENT
LIABILITIES

2,934,836

1,615,070

CREDITORS

Amounts falling due after more than one year

8

1,575,138

183,329

NET ASSETS

1,359,698

1,431,741

CAPITAL AND RESERVES

Called up share capital

10

80,552

Share premium

1,406,973

Retained earnings

(127,827

)

(55,784

)

SHAREHOLDERS' FUNDS

1,359,698

1,431,741

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st March 2019.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st March 2019 in accordance with Section 476 of the Companies Act 2006.

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.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 10th January 2020 and were signed on its behalf by:

Mr M J Imamura - Director

1.	STATUTORY INFORMATION

Rightsmith Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will

be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement,

as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that

evidences a residual interest in the assets of the company after deducting all of its liabilities.

Promissory notes included within other creditors are initially recognised at transaction price and are subsequently

measured at fair value through the profit and loss account.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2018 - 3 ) .

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1st April 2018

and 31st March 2019

59,542

NET BOOK VALUE

At 31st March 2019

59,542

At 31st March 2018

59,542

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Amounts owed by group undertakings

2,901,726

1,587,235

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Trade creditors

5,772

13,208

Amounts owed to group undertakings

1,943

-

Other creditors

18,717

18,499

26,432

31,707

Included in other creditors is £2,400 (2018: £2,400) in relation to accruals and deferred income.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

£

Other creditors

1,575,138

183,329

9.	FINANCIAL INSTRUMENTS

In relation to financial instruments held at fair value through the profit and loss there is no recorded difference

between the carrying amount and the amount that the entity would be contractually required to pay at maturity.

These financial instruments relate to convertible promissory notes (the "Notes") which have features that include

potential equity elements if certain conditions arise either during the contractual term or upon maturity (24 months

after initial closing) as set out below;

In the event the Company consummates, while the Notes are outstanding, an equity financing pursuant to which it

sells shares of its equity securities (the "Next Round Securities"), in excess of a pre-determined limit and with the

principal purpose of raising finance (a "Qualified Financing"), then all principal, together with all unpaid accrued

interest under the Notes, shall automatically convert into shares of the Next Round Securities at 80% of the cash

price per share paid by the other purchasers of the Next Round Securities in the Qualified Financing.

In the event that the Company consummates, on or prior to the Maturity Date, an equity financing pursuant to which

it sells shares of Next Round Securities in a transaction that does not constitute a Qualified Financing, then the

Majority Holders have the option to treat such equity financing as a Qualified Financing on the same terms.

In the event that the Note remains outstanding on the Maturity Date, then the outstanding principal balance of the

Note and any unpaid accrued interest shall upon the election of the Majority Holders convert into shares of the

Company's common stock at a pre-determined conversion price.

If the Company is acquired prior to the Qualified Financing, then at each investor's option, either (i) such investor

shall receive a cash repayment equal to the outstanding principal and unpaid accrued interest, or (ii)) such Investor's

Note shall be converted into shares at a pre-determined conversion price.

Interest accrues on an annual basis on these convertible promissory notes at fixed rates.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2018

value:

£

4,650,000

A Ordinary

1p

46,500

Allotted and issued:

Number:

Class:

Nominal

2019

2018

value:

£

3,405,161

B Ordinary

1p

34,052

11.	OFF-BALANCE SHEET ARRANGEMENTS

The company has in place the following share options at the year end;

- 318,746 Ordinary A shares with an exercise price of £0.01 per share

- 206,082 Ordinary A shares with an exercise price of £0.4985 per share

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 Section 1A

'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with group companies where any subsidiary that is a party to the transaction is wholly owned within the

group or where transactions have been undertaken under normal market conditions.

Rightsmith Limited - Accounts to registrar (filleted) - small 18.2

Rightsmith Limited - Accounts to registrar (filleted) - small 18.2