Bridgeweave Limited - Period Ending 2020-12-31
Bridgeweave Limited - Period Ending 2020-12-31
Registration number:
Year Ended
Bridgeweave Limited
Contents
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Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
Bridgeweave Limited
Company Information
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Directors |
A Bhargava B Keith S Adhikari |
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Registered office |
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Bridgeweave Limited
(Registration number: 10951682)
Balance Sheet as at 31 December 2020
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Note |
2020 |
2019 |
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Fixed assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
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Net liabilities |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Profit and loss account |
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Total equity |
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For the financial year ending 31 December 2020 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
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The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account and Directors' Report has been taken.
Bridgeweave Limited
(Registration number: 10951682)
Balance Sheet as at 31 December 2020
Approved and authorised by the
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A Bhargava
Director
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
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General information |
The company is a private company limited by share capital incorporated in England and Wales.
The address of its registered office is:
England
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
The financial statements have been prepared under the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The company's functional and presentational currency is GBP.
Going concern
The company is showing net liabilities at the balance sheet date of £1,788,849. The impact of the COVID-19 pandemic (coronavirus) on the ability of the company to continue as a going concern has been assessed by the directors. Since the outbreak, the company has made efforts to reduce its costs where possible without affecting the progress of the projects. The company meets its day to day working capital requirements from the issue of shares at a premium and warrants which will be converted into shares at the earlier of further investment funds being received and January 2028.
On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments which would result in the withdrawal of the aforementioned support.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities that being of the use and testing of the AI platform. Turnover is shown net of value added tax.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
Foreign currency transactions and balances
Tax
The tax expense for the period comprises current and deferred tax, as well as a research and development tax credit relating to the prior year. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Office equipment |
3 years straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Research and development costs
Expenditure on research and development is written off against profits in the period in which it is incurred.
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
Financial instruments
The company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities, like trade and other debtors and creditors, loans from bank and third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments that are payable or receivable within one year, typically trade debtors or creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
Debt instruments are measured initially and subsequently, at their fair value and any change in fair value being recognised through the profit and loss account. Where the fair value cannot be reliably measured, the liability is carried at cost less impairment until a reliable measure of fair value becomes available.
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Staff numbers |
The average number of persons employed by the company during the year was
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Tangible assets |
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Furniture, fittings and equipment |
Total |
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Cost or valuation |
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At 1 January 2020 |
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Additions |
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At 31 December 2020 |
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Depreciation |
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At 1 January 2020 |
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Charge for the year |
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At 31 December 2020 |
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Carrying amount |
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At 31 December 2020 |
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At 31 December 2019 |
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Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
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Investments |
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2020 |
2019 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 January 2020 |
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Carrying amount |
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At 31 December 2020 |
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At 31 December 2019 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2020 |
2019 |
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Subsidiary undertakings |
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101, 1st Floor, Embassy Classic
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member interest |
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India |
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The principal activity of Bridgeweave NG LLP is |
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
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Debtors |
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2020 |
2019 |
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Trade debtors |
- |
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Amounts owed by related parties |
- |
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Other debtors |
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Deferred tax assets |
151,338 |
127,056 |
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Creditors |
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2020 |
2019 |
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Due within one year |
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Bank loans and overdrafts |
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Trade creditors |
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Taxation and social security |
- |
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Other creditors |
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Accrued expenses |
378,403 |
678,569 |
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Convertible debt |
10,000 |
360,000 |
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Due after one year |
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Warrants |
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Zero-coupon convertible loan notes |
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2,945,932 |
2,083,809 |
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
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Share capital |
Allotted, called up and fully paid shares
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2020 |
2019 |
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No. |
£ |
No. |
£ |
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100,000.00 |
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100,000.00 |
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1,109.16 |
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932.97 |
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24,495.15 |
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17,101.02 |
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New shares allotted
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During the year |
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During the year |
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
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Share-based payments |
On 28 September 2018, the company granted options over 940,000 £0.01 A shares in the company the exercise price for which was set at par. The options began to vest on 28 September 2019 when 20% of the share options granted vested with a further 5% vesting every calendar quarter thereafter until the fifth anniversary when all shall be vested which lapse on discontinued service to the company. The proportion of the option that is vested is only exercisable on sale, or an asset sale.
On 30 June 2020, the company granted options over 455,000 £0.01 A shares in the company the exercise price for which was set at £0.17 per share. Of these options, 31,000 vested on the grant date with 5,000 vesting every quarter to 30 April 2024, 1,500 every quarter to 30 June 2024, 2,500 every quarter to 31 December 2024, 500 every quarter to 31 March 2025, 7,500 every quarter to 30 April 2025 and 8,750 every quarter to 30 June 2025 when all shall be vested which lapse on discontinued service to the company. The proportion of the option that is vested is only exercisable on sale, or an asset sale.
On 1 December 2020, the company granted options over 910,000 £0.01 A shares in the company the exercise price for which was set at £0.17 per share. Of these options, 171,000 vested on the grant date with 20,000 vesting every quarter to 30 September 2023, 2,500 every quarter to 31 December 2024, 500 every quarter to 31 March 2025 and 15,000 every quarter to 30 June 2025 when all shall be vested which lapse on discontinued service to the company. The proportion of the option that is vested is only exercisable on sale, or an asset sale.
The movements in the number and weighted average exercise price of the share options during the year were as follows:
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2020 |
2019 |
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Outstanding, start of period |
940,000 |
940,000 |
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Granted during the period |
1,365,000 |
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Forfeited during the period |
(400,000) |
- |
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Outstanding, end of period |
1,905,000 |
940,000 |
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2020 |
2019 |
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Outstanding, start of period |
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Granted during the period |
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- |
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Forfeited during the period |
( |
- |
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Outstanding, end of period |
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Effect of share-based payments on profit or loss and financial position
The total expense recognised in profit or loss for the year was £Nil (2019 - £Nil).
Bridgeweave Limited
Notes to the Financial Statements
Year Ended 31 December 2020
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Related party transactions |
Summary of transactions with subsidiaries
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Financial instruments |
Categorisation of financial instruments
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2020 |
2019 |
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Financial liabilities measured at fair value through profit or loss |
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Financial liabilities measured at fair value
Zero coupon convertible loan notes
The company has issued zero coupon convertible loan notes in order to facilitate the working capital of the research and development project. The company is committed to convert the loan notes to ordinary A shares at the earlier of the company receiving qualifying finance and 23 January 2028. The number of shares to be issued is variable.
The fair value of the zero coupon convertible loan notes is deemed to be the value of the liability as there are no active markets.
The fair value is £1,000,000 (2019 - £1,000,000) and the change in value included in profit or loss is £Nil (2019 - £Nil).
Warrants
The company has issued warrants in order to facilitate the working capital of the research and development project. The company is committed to convert the warrants to ordinary A shares at the earlier of the company receiving qualifying finance and 16 November 2028. The number of shares to be issued is variable.
The fair value of the warrants is deemed to be the value of the liability as there are no active markets.
The fair value is £1,945,932 (2019 - £1,083,809) and the change in value included in profit or loss is £Nil (2019 - £Nil).