Warwick Acoustics Limited - Accounts to registrar (filleted) - small 22.3

REGISTERED NUMBER: 04451674 (England and Wales)

WARWICK ACOUSTICS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

Page

Company Information

1

Statement of Financial Position

2

to

3

Notes to the Financial Statements

4

to

8

DIRECTORS:

Dr D R Billson

Dr M A Grant

R J Kendrick

Mercia Fund Management (Nominees) Limited

G Waters

A J Hawken

I J Harnett

SECRETARY:

Brodies Secretarial Services Limited

REGISTERED OFFICE:

Mira Technology Park

Unit 3, NW07

Watling Street

Nuneaton

Warwickshire

CV10 0TU

REGISTERED NUMBER:

04451674 (England and Wales)

ACCOUNTANTS:

Duncan & Toplis Limited

3 Princes Court

Royal Way

Loughborough

Leicestershire

LE11 5XR

FIXED ASSETS

Intangible assets

4

5,448,674

4,499,811

Property, plant and equipment

5

219,098

182,422

Investments

6

1

1

5,667,773

4,682,234

CURRENT ASSETS

Inventories

363,425

344,061

Debtors

7

858,005

548,977

Cash at bank

3,774,541

435,177

4,995,971

1,328,215

CREDITORS

Amounts falling due within one year

8

413,129

1,698,357

NET CURRENT ASSETS/(LIABILITIES)

4,582,842

(370,142

)

TOTAL ASSETS LESS CURRENT LIABILITIES

10,250,615

4,312,092

CREDITORS

Amounts falling due after more than one year

9

(8,000

)

(11,000

)

PROVISIONS FOR LIABILITIES

(1,009,927

)

(832,166

)

NET ASSETS

9,232,688

3,468,926

CAPITAL AND RESERVES

Called up share capital

11

4,435,445

1,896,556

Share premium

5,641,343

947,710

Share option reserve

521,430

478,469

Retained earnings

(1,365,530

)

146,191

9,232,688

3,468,926

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 2022 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 and authorised for issue on 2 March 2023 and were signed on its behalf by:

Dr M A Grant - Director

1.	GENERAL INFORMATION

Warwick Acoustics Limited (Formerly Warwick Audio Technologies Limited) is a Private Company, Limited by shares, registered in England and Wales.

The company's registered office address and principal place of business is MIRA Technology Park Unit 3 NW07, Watling Street, Nuneaton, United Kingdom, CV10 0TU.

The company's registered number is 04451674.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below.

These policies have been consistently applied to all years presented unless otherwise stated.

The financial statements cover the individual entity.

Sonoma Acoustics Limited is a subsidiary of the company, however the company is exempt by virtue of size from the requirement to prepare group accounts.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Revenue

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised upon despatch of goods or on provision of services.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses. Intangible assets are amortised over their estimated useful life as follows:

Development costs

Amortised evenly over twenty years

Patents and licences

Amortised evenly over twenty years

Website

Amortised evenly over three years

Software and SAP implementation

Amortised evenly over three years

Property, plant and equipment

Property, plant and equipment is stated at cost less depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its expected useful life, as follows:

Office construction

Straight line over 24 months

Tooling

Straight line over 36 months

Other assets

Straight line over 36 months

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Inventories

Inventories are valued at the lower of cost and fair value less costs to complete and sell, after making due allowance for obsolete and slow moving items.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Research and development

Research expenditure is written off to the income statement in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised and amortised over the period during which the company is expected to benefit.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Share-based payment

The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period.

Going concern

The company continues to make losses as it continues to pursue its long term commercial goals. This necessitates the need to consider the appropriateness of preparing the financial statements on a going concern basis.

With the funds secured during the course of the year, the Company has in place finance to allow it to execute its business plan through to Q4 2023 and potentially beyond if required. Given the progress the company continues to make in growing revenues and executing its stated strategy, and based on indications received from major shareholders in response to that progress, the directors judge that shareholders will continue to demonstrate support of the business and of management's strategy through further funding rounds in 2023 and beyond. These factors give the directors confidence that the business will secure the funding required to continue the business through the coming twelve months.

The directors considered a period in excess of 12 months from the date of approval of the financial statements when making this assessment and consider that in preparing the financial statements. They have taken into account all information that could reasonably be expected to be available.

On this basis they consider that it is appropriate to prepare the financial statements on the going concern basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 35 (2021 - 25 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 October 2021

5,150,231

Additions

1,225,017

At 30 September 2022

6,375,248

AMORTISATION

At 1 October 2021

650,420

Charge for year

276,154

At 30 September 2022

926,574

NET BOOK VALUE

At 30 September 2022

5,448,674

At 30 September 2021

4,499,811

5.	PROPERTY, PLANT AND EQUIPMENT

Plant and

machinery

etc

£

COST

At 1 October 2021

637,152

Additions

143,954

At 30 September 2022

781,106

DEPRECIATION

At 1 October 2021

454,730

Charge for year

107,278

At 30 September 2022

562,008

NET BOOK VALUE

At 30 September 2022

219,098

At 30 September 2021

182,422

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 October 2021

and 30 September 2022

1

NET BOOK VALUE

At 30 September 2022

1

At 30 September 2021

1

The fixed asset investment relates to Sonoma Acoustics Limited, a wholly owned subsidiary. The trade and assets of Sonoma Acoustics Limited were transferred to Warwick Acoustics Limited on 28th September 2018.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

as restated

£

£

Trade debtors

151,356

27,101

Other debtors

-

2,422

Tax

376,468

257,970

VAT

34,290

43,748

Accrued income

211,619

160,634

Prepayments

84,272

57,102

858,005

548,977

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

as restated

£

£

Bank loans and overdrafts

3,000

3,000

Loan notes

-

1,110,000

Trade creditors

179,908

124,493

Other taxes and social security

63,533

40,570

Other creditors

14,747

9,120

Other creditors- credit card

12,369

7,902

Deferred income

23,620

14,651

Accrued expenses

115,952

388,621

413,129

1,698,357

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2021

as restated

£

£

Bank loans - 1-2 years

3,000

3,000

Bank loans - 2-5 years

5,000

8,000

8,000

11,000

10.	SECURED DEBTS

The following secured debts are included within creditors:

2022

2021

as restated

£

£

Loan Notes

-

1,110,000

The loans of £1,000,000 due to Mercia Investment Plan LP (Acting by Its General Partner Mercia (General Partner) Limited) and £110,000 due to Britania Limited, along with the interest accrued on these loans, were converted into shares in December 2021.The loan notes were each secured with a fixed and floating charge over the assets of the company.

11.	CALLED UP SHARE CAPITAL

2022

2021

£

£

Allotted, called up and fully paid

749,815,288 Ordinary of £0.0001 each

74,982

74,982

4,185,799,159 C Ordinary of £0.001 each

4,185,799

1,720,846

1,746,651,553 D Ordinary of £0.0001 each

174,665

100,729

4,435,446

1,896,557

During the year the company issued 2,464,953,079 (2021: 1,258,647,129) C Ordinary £0.001 shares with a total nominal value of £2,464,953 (2021: £1,258,647). Total consideration of £5,993,947 (2021: £2,206,357) was received which resulted in a share premium of £3,528,994 (2021: £947,710).

The company also issued 739,359,682 (2021: Nil) D Ordinary £0.0001 shares, with a total nominal value of £73,936 (2021: £Nil). Total consideration of £1,238,575 (2021: £nil) was received which resulted in a share premium of £1,164,639 (2021: £Nil).

During the year share options vested with a fair value of £42,961 (2021: £75,802) which has been recognised with an increase in the share option reserve.

12.	OTHER FINANCIAL COMMITMENTS

The company has the following commitments due as follows:

2022

2021

£

£

In one year

228,212

164,556

2-5 years

397,080

521,094

625,292

685,650