Visionable Ltd - Period Ending 2022-12-31
Visionable Ltd - Period Ending 2022-12-31
Registration number:
Visionable Ltd
for the Year Ended 31 December 2022
Visionable Ltd
Contents
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Company Information |
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Accountants' Report |
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Consolidated Balance Sheet |
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Balance Sheet |
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Notes to the Financial Statements |
Visionable Ltd
Company Information
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Directors |
Mr Alan Lowe Lord Victor Adebowale Mr Richard Pursey Mr Allan Leighton Mr Alasdair Dunn |
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Registered office |
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Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Accounts of
Visionable Ltd
for the Year Ended 31 December 2022
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Visionable Ltd for the year ended 31 December 2022 as set out on pages from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at
http://www.icaew.com/en/members/regulations-standards-and-guidance/.
This report is made solely to the Board of Directors of Visionable Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Visionable Ltd and state those matters that we have agreed to state to the Board of Directors of Visionable Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Visionable Ltd and its Board of Directors as a body for our work or for this report.
It is your duty to ensure that Visionable Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of Visionable Ltd. You consider that Visionable Ltd is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the accounts of Visionable Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.
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Harrow
Middlesex
HA1 1BH
Visionable Ltd
(Registration number: 09787096)
Consolidated Balance Sheet as at 31 December 2022
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Note |
2022 |
2021 |
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Fixed assets |
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Tangible assets |
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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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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
2,498 |
2,498 |
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Share premium reserve |
25,912,563 |
25,912,563 |
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Convertible loan notes reserve |
231,937 |
- |
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Share options reserve |
1,866,313 |
1,363,002 |
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Profit and loss account |
(27,438,988) |
(17,970,611) |
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Equity attributable to owners of the company |
574,323 |
9,307,452 |
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Shareholders' funds |
574,323 |
9,307,452 |
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:
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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 has been taken.
Visionable Ltd
(Registration number: 09787096)
Consolidated Balance Sheet as at 31 December 2022
Approved and authorised by the
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Visionable Ltd
(Registration number: 09787096)
Balance Sheet as at 31 December 2022
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Note |
2022 |
2021 |
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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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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
|||
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Called up share capital |
2,498 |
2,498 |
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Share premium reserve |
25,912,563 |
25,912,563 |
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Convertible loan notes reserve |
231,937 |
- |
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Share options reserve |
1,866,313 |
1,363,002 |
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Profit and loss account |
(16,053,791) |
(14,393,271) |
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Shareholders' funds |
11,959,520 |
12,884,792 |
The company made a loss after tax for the financial year of £1,660,520 (2021 - loss of £5,170,932).
Approved and authorised by the
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Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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General information |
The Company is a private company limited by share capital, incorporated in England.
The address of its registered office is:
These financial statements were authorised for issue by the
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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 smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2022.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
Judgements and key sources of estimation uncertainty
In the application of the group‘s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Key sources of estimation uncertainty
Useful lives of property, plant and equipment
Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the Company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten then depreciation charges in the financial statements would increase and carrying amounts of property, plant and equipment would reduce accordingly. The carrying amount of property, plant and equipment by each class is included in note 11 and details of the useful lives are included within the accounting policy..
Carrying value of receivables
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including current market and industry conditions and historical experience..
Carrying value of investments
The Company reviews the valuation of its investments for impairment annually or if events and changes in circumstances indicate that the carrying value may not be recoverable, The recoverable amount is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows and the choice of a suitable discount rate in order to calculate the present value of these cash flows..
Share Based Compensation
The Group offers a Share Based Compensation Programme for individuals employed by the Group. Certain estimates are made to calculate the estimated intrinsic value of share options as at the vesting date. The Group also estimates the lapse rate due to employees not fulfilling vesting requirements, or for employees that depart the Group..
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group typically provides services to customers over a set period of time. Turnover is recognised evenly over the period of the provision of services.
The Group 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 Group's activities.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
Agency vs principal
Where the Company engages a third party to sell products on their behalf, relinquishing control of pricing and delivery, the Company recognises Revenue net of the costs to complete these sales.
Research and development
Research and development expenditure is written off to the consolidated profit and loss account in the accounts period in which it is incurred.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income 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 Group operates and generates taxable income.
Tangible assets
Tangible assets are stated in the balance sheet 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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Furniture, fittings and equipment |
25% straight line |
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Leasehold improvements |
25% 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.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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 Group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group 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.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the Group has an obligation at the reporting date as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
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 Group 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.
Share based payments
The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the estimated vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the estimated vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
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Staff numbers |
Group
The average number of persons employed by the group (including directors) during the year, was
Company
The average number of persons employed by the company (including directors) during the period, was 13 (2021 - 43)
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Tangible assets |
Group
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Furniture, fittings and equipment |
Leasehold improvements |
Total |
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Cost or valuation |
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At 1 January 2022 |
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Additions |
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- |
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Disposals |
( |
- |
( |
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At 31 December 2022 |
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Depreciation |
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At 1 January 2022 |
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Charge for the year |
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Eliminated on disposal |
( |
- |
( |
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At 31 December 2022 |
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Carrying amount |
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At 31 December 2022 |
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At 31 December 2021 |
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Company
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Furniture, fittings and equipment |
Leasehold improvements |
Total |
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Cost or valuation |
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At 1 January 2022 |
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Additions |
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- |
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Disposals |
( |
- |
( |
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At 31 December 2022 |
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Depreciation |
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At 1 January 2022 |
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Charge for the year |
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Eliminated on disposal |
( |
- |
( |
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At 31 December 2022 |
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Carrying amount |
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At 31 December 2022 |
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At 31 December 2021 |
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Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Investments |
Company
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2022 |
2021 |
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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 2022 |
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Additions |
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At 31 December 2022 |
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Provision |
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Carrying amount |
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At 31 December 2022 |
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At 31 December 2021 |
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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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2022 |
2021 |
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Subsidiary undertakings |
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8 The Green, Ste A, Dover, DE 19901, USA |
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3 Dean Trench Street, London, SW1P 3HB, UK |
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Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Debtors |
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Group |
Company |
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Current |
2022 |
2021 |
2022 |
2021 |
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Trade debtors |
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Other debtors |
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Prepayments |
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Accrued income |
- |
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- |
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Other debtors includes deposits of £34,596, which are receivable in more than 1 year and less than 5 years.
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Cash and cash equivalents |
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Group |
Company |
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2022 |
2021 |
2022 |
2021 |
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Cash at bank |
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Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Creditors |
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Group |
Company |
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Note |
2022 |
2021 |
2022 |
2021 |
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Due within one year |
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Trade creditors |
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Social security and other taxes |
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Other payables |
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Accruals |
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Deferred income |
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Due after one year |
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Loans and borrowings |
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- |
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- |
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Share capital |
Allotted, called up and fully paid shares
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2022 |
2021 |
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No. |
£ |
No. |
£ |
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2,498 |
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2,498 |
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Loans and borrowings |
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Group |
Company |
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2022 |
2021 |
2022 |
2021 |
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Non-current loans and borrowings |
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Convertible debt |
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- |
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- |
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
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2022 |
2021 |
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Not later than one year |
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Later than one year and not later than five years |
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Company
Operating leases
The total of future minimum lease payments is as follows:
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2022 |
2021 |
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Not later than one year |
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Later than one year and not later than five years |
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Related party transactions |
Group
At the balance sheet date, the amount due to the directors from the group was £1,465 (2021 - £1,465). There were no movements in this balance during the year. All transactions related to this balance have been carried out on an arms length basis.
In order to assist with cash flow, some of the directors have agreed to a deferment of some of their remuneration during the year. At the balance sheet date, the amount due to the directors from the group in relation to this deferred remuneration totalled £79,705 (2021 - £nil). This amount has been provided for in these accounts and is in addition to the amount noted above.
Company
At the balance sheet date, the amount due to the directors from the company was £1,465 (2021 - £1,465). There were no movements in this balance during the year. All transactions related to this balance have been carried out on an arms length basis.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
The Company has provided loans to its two subsidiaries - Visionable Inc and Visionable UK Ltd. These loans are used to meet the capital requirements of the subsidiaries and are not expected to be repaid in the near future. Such loans are, in effect, investments intended for use on a continuing basis in the Company’s activities and are therefore classified as fixed asset investments.
At the balance sheet date, the amount due to the Company from Visionable Inc was £3,283,216 (2021 - £3,493,197).
At the balance sheet date, the amount due to the Company from Visionable UK Ltd was £7,638,297 (2021 - £nil).
Amounts owed by related parties are non-interest baring, unsecured, have no fixed date of repayment and are repayable upon demand.
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Share-based payments |
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity.
At the start of the period, 2,202,038 share options were outstanding. During the period, 52,118 share options were granted, and 233,708 share options were forfeited. At the end of the period, 2,020,448 share options were outstanding.
No share options were exercisable at the end of the period.
The share options had a weighted average exercise price of £0.28 per share option.
Visionable Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Non adjusting events after the financial period |
The following events and transactions occurred subsequent to 31 December 2022:
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