Company No: 11052076 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2022		2021
		£		£
Fixed assets
Intangible assets	3	1,910,349		1,961,374
Tangible assets	4	551		865
		1,910,900		1,962,239
Current assets
Debtors	5	138,993		451,484
Cash at bank and in hand		128,253		325,257
		267,246		776,741
Creditors: amounts falling due within one year	6	( 29,739)		( 434,622)
Net current assets		237,507		342,119
Total assets less current liabilities		2,148,407		2,304,358
Net assets		2,148,407		2,304,358
Capital and reserves
Called-up share capital	7	10		9
Share premium account		2,946,759		2,303,892
Profit and loss account		( 798,362 )		457
Total shareholders' funds		2,148,407		2,304,358

For the financial year ending 31 December 2022 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Dialogue Exchange Global Limited (registered number: 11052076) were approved and authorised for issue by the Director on 18 February 2023. They were signed on its behalf by:

B J Heaney Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Dialogue Exchange Global Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is The Tile House, 14a Homefield Road, London, SW19 4QF, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

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

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

4 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life, as follows:

Computer equipment

4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Employees

	2022		2021
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	6		7

The above includes directors of the company who waived their remuneration in 2022 but does not include the full time equivalent (FTE) staff that were dedicated to the business through the company's software supplier, Codibly. The number of FTE's provided by Codibly in the year was 11, compared to 16 in the prior year.

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2022	2,407,541		2,407,541
Additions	627,833		627,833
At 31 December 2022	3,035,374		3,035,374
Accumulated amortisation
At 01 January 2022	446,167		446,167
Charge for the financial year	678,858		678,858
At 31 December 2022	1,125,025		1,125,025
Net book value
At 31 December 2022	1,910,349		1,910,349
At 31 December 2021	1,961,374		1,961,374

4. Tangible assets

	Computer equipment		Total
	£		£
Cost
At 01 January 2022	1,258		1,258
At 31 December 2022	1,258		1,258
Accumulated depreciation
At 01 January 2022	393		393
Charge for the financial year	314		314
At 31 December 2022	707		707
Net book value
At 31 December 2022	551		551
At 31 December 2021	865		865

5. Debtors

	2022		2021
	£		£
Corporation tax	136,242		441,382
Other debtors	2,751		10,102
	138,993		451,484

6. Creditors: amounts falling due within one year

	2022		2021
	£		£
Trade creditors	345		2,160
Other taxation and social security	0		4,750
Other creditors	29,394		427,712
	29,739		434,622

7. Called-up share capital

	2022		2021
	£		£
Allotted, called-up and fully-paid
10,190,802 Ordinary shares of £ 0.000001 each (2021: 8,148,907 shares of £ 0.000001 each)	10		8

On 20th April 2022 there were 225,473 £0.000001 shares issued at a par value of £0.22547. These shares were issued as a result of the company's development partner, Codibly exercising their 2021 Option with Dialogue. The Option agreement gave Codibly the ability to convert the monetary value of certain discounts that it has given, either into equity shares in the company, or to be repaid in cash from a future fundraising round. A combination of cash and shares was issued.

On 28th December 2022 there were 1,749,756 £0.000001 shares issued at a par value of £1.74976.

On 30th December 2022 there were 66,666 £0.000001 shares issued at a par value of £0.06667.

8. Related party transactions

Transactions with the entity's directors

	2022		2021
	£		£
Amount owed to directors	31		0