Wooshii Limited - Accounts to registrar - small 17.2

REGISTERED NUMBER: 06862860 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 March 2017

for

Wooshii Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

F Dyer-Smith

M A Carton

P Singh Valia

C Serter

REGISTERED OFFICE:

Universal Workspace

Universal House

25-33 Southwark Street

London

SE1 1RQ

REGISTERED NUMBER:

06862860 (England and Wales)

ACCOUNTANTS:

Grunberg & Co Limited

Chartered Accountants

10-14 Accommodation Road

Golders Green

London

NW11 8ED

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

2,359

1,980

Investments

6

8

5

2,367

1,985

CURRENT ASSETS

Debtors

7

335,209

244,015

Cash at bank

97,793

86,902

433,002

330,917

CREDITORS

Amounts falling due within one year

8

538,094

334,184

NET CURRENT LIABILITIES

(105,092

)

(3,267

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(102,725

)

(1,282

)

CAPITAL AND RESERVES

Called up share capital

31,744

31,654

Share premium

961,899

945,988

Capital redemption reserve

2,704

2,704

Share option reserve

1,775

-

Retained earnings

(1,100,847

)

(981,628

)

SHAREHOLDERS' FUNDS

(102,725

)

(1,282

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2017.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2017 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 of Part 15 of the Companies Act 2006 relating to small companies.

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 3 July 2017 and were signed on its behalf by:

F Dyer-Smith - Director

1.	STATUTORY INFORMATION

Wooshii 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The directors are satisfied that, following a review of current trade levels, together with plans for additional

investment in the business, the company should be able to meet its liabilities for a period of at least twelve

months, from the approval date of the accounts. As such, the directors are of the opinion that the accounts should

be prepared on the going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Wooshii Limited as an individual company and do not

contain consolidated financial information as the parent of a group. The company has taken the option under

Section 398 of the Companies Act 2006 not to prepare consolidated financial statements.

Turnover

Turnover represents the value, net of value added tax and discounts, of work carried out in respect of services

provided to customers. In respect of the revenue, income is recognised at the point a project is accepted.

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.

Development costs were fully amortised.

Depreciation

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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 balances are recognised in respect of all timing differences that have originated but not reversed by

the Balance Sheet date, except that:

-The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered

against the reversal of deferred tax liabilities or other future taxable profits; and

-Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have

been met.

Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively

enacted by the balance sheet date.

Research and development

Research and development is written off in the year in which it is incurred.

Foreign currencies

Transactions in the foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance

sheet date. All difference are taken to the profit and loss account.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair

value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting

conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set

out in note 11.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a

straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will

eventually vest unless the exercise period commences immediately following the grant date, in which case the

entire fair value of the equity-settled share-based payment is expensed to the income statement. At each balance

sheet date, the Company revises its estimate of the number of equity instruments expected to vest as a result of

the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is

recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding

adjustment to equity reserves.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value

of the goods or services received, except where that fair value cannot be estimated reliably, in which case they

are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods

or the counterparty renders the service.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial

assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to

related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for

objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised

in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an

enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise

the asset and settle the liability simultaneously.

Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, unless the

arrangement constitutes a financing transaction, where the transaction is measured at the present value of the

future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost

using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and

other short-term highly liquid investments that mature in no more than three months from the date of acquisition

and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related

parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction,

where the debt instrument is measured at the present value of the future payments discounted at a market rate of

interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any

impairment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2016 - 10 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 April 2016

and 31 March 2017

20,815

AMORTISATION

At 1 April 2016

and 31 March 2017

20,815

NET BOOK VALUE

At 31 March 2017

-

At 31 March 2016

-

5.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 April 2016

4,454

1,000

5,454

Additions

-

1,742

1,742

At 31 March 2017

4,454

2,742

7,196

DEPRECIATION

At 1 April 2016

3,010

464

3,474

Charge for year

857

506

1,363

At 31 March 2017

3,867

970

4,837

NET BOOK VALUE

At 31 March 2017

587

1,772

2,359

At 31 March 2016

1,444

536

1,980

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2016

5

Exchange differences

3

At 31 March 2017

8

NET BOOK VALUE

At 31 March 2017

8

At 31 March 2016

5

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade debtors

310,864

172,833

Other debtors

2,500

2,500

Taxation recoverable

-

66,182

Prepayments

21,845

2,500

335,209

244,015

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Trade creditors

229,619

232,139

Social security and other taxes

14,221

10,450

Other creditors

3,854

11,303

Accruals and deferred income

290,400

80,292

538,094

334,184

9.	SHARE-BASED PAYMENT TRANSACTIONS

The Company has a share option scheme for all employees of the Company. Options are exercisable at a price

agreed with HMRC prior to the date of grant. The options vest either on the date of grant or upon a schedule

over up to four years. Options are forfeited if the employee leaves the Company's employment before the

options have fully vested, although a short period is provided in which they may be exercised following such end

of employment to the extent that options have actually vested. In addition, certain advisers to the Company have

been granted ad hoc options exercisable at a price determined by the Board at the time of grant.

Details of the share options outstanding during the years ended 31 March are as follows:

2017

2017

2016

2016

Number of ordinary shares under option

Weighted average exercise price

Number of ordinary shares under option

Weighted average exercise price

£

£

Outstanding at beginning of year

62,871

1.26

165,778

0.82

Issued in year

-

32,290

Exercised in year

-

-

Forfeited in year

-

(135,197

)

Expired in year

-

-

Outstanding at end of the year

62,872

1.26

62,871

1.26

The option outstanding at 31 March 2016 had a weighted average exercise price of £1.26 and a weighted average

remaining contractual life of 9 years. In the year to 31 March 2016 options were granted on 28 April 2015 and

30 July 2015. The aggregate of the estimated fair value of these options granted in the financial year to 31

March 2016 was £1,420.

The inputs to the Black-Scholes model are as follows:

2017

2016

Value at grant

£0.82

£0.82

Expected volatility

17.70%

17.70%

Expected life

10 years

10 years

Risk free interest rate

1.50%

1.50%

Expected dividend yield

0%

0%

Adjustment to reflect unquoted early stage

50%

50%

The Company recognised total expenses of £1,775 related to equity share-based payment transactions in the

financial years ending 31 March 2017.