Wooshii Limited
Financial Statements
For the year ended 31 March 2022
For Filing with Registrar
Company Registration No. 06862860 (England and Wales)
Wooshii Limited
Company Information
Directors
M Carton
F Dyer-Smith
I Jacob
D Newton
P Valia
A Robertson
N Holt
(Appointed 24 February 2022)
Company number
06862860
Registered office
Fifth Floor
55 King Street
Manchester
England
M2 4LQ
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Wooshii Limited
Contents
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 12
Wooshii Limited
Balance Sheet
As at 31 March 2022
Page 1
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
3
504,766
98,942
Tangible assets
4
17,723
6,878
Investments
5
2,306
2,306
524,795
108,126
Current assets
Debtors
7
2,613,779
1,279,346
Cash at bank and in hand
1,133,320
450,079
3,747,099
1,729,425
Creditors: amounts falling due within one year
8
(2,065,138)
(1,261,874)
Net current assets
1,681,961
467,551
Total assets less current liabilities
2,206,756
575,677
Creditors: amounts falling due after more than one year
9
(6,045,104)
(3,528,552)
Net liabilities
(3,838,348)
(2,952,875)
Capital and reserves
Called up share capital
10
65,831
46,104
Share premium account
1,819,955
1,504,787
Capital redemption reserve
10,088
2,704
Other reserves
7,238
7,238
Profit and loss reserves
(5,741,460)
(4,513,708)
Total equity
(3,838,348)
(2,952,875)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
Wooshii Limited
Balance Sheet (Continued)
As at 31 March 2022
Page 2
The financial statements were approved by the board of directors and authorised for issue on 23 March 2023 and are signed on its behalf by:
F Dyer-Smith
Director
Company Registration No. 06862860
Wooshii Limited
Statement of Changes in Equity
For the year ended 31 March 2022
Page 3
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
As restated for the period ended 31 March 2021:
Balance at 1 April 2020
46,104
1,504,787
2,704
7,238
(3,389,967)
(1,829,134)
Year ended 31 March 2021:
Loss and total comprehensive income for the year
-
-
-
-
(1,123,741)
(1,123,741)
Balance at 31 March 2021
46,104
1,504,787
2,704
7,238
(4,513,708)
(2,952,875)
Year ended 31 March 2022:
Loss and total comprehensive income for the year
-
-
-
-
(1,227,752)
(1,227,752)
Issue of share capital
10
27,111
315,168
-
-
-
342,279
Redemption of shares
10
(7,384)
7,384
-
Balance at 31 March 2022
65,831
1,819,955
10,088
7,238
(5,741,460)
(3,838,348)
Wooshii Limited
Notes to the Financial Statements
For the year ended 31 March 2022
Page 4
1
Accounting policies
Company information
Wooshii Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Fifth Floor, 55 King Street, Manchester, England, M2 4LQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements are prepared on the going concern basis. During the year the company made losses of £1,227,752, and at the year end had net liabilities of £3,838,348. The company has secured further funding post year end to support the growth opportunity of the video production operations and investment in software development. The company has also received further funding offers up to the date of signing the financial statements to provide additional funds to help ensure that the company meets its liabilities as they fall due. The have prepared profit & loss and cash flow forecasts which confirm that the company will have sufficient funds to settle all of its liabilities as they fall due for at least 12 months from signing the financial statements.
true
1.3
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.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that
it is probable will be
recover
ed
.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
1
Accounting policies
(Continued)
Page 5
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents, trademarks and licenses
33% straight line
Development costs
33% straight line
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
33% straight line
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in
profit
or
loss
.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
1
Accounting policies
(Continued)
Page 6
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash at bank and in hand
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 current liabilities.
1.9
Financial instruments
The company only has basic financial instruments measured at amortised cost with no financial instruments classified as other or basic instruments measured at fair value.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
1
Accounting policies
(Continued)
Page 7
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.15
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
Page 8
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
43
27
3
Intangible fixed assets
Intangibles
£
Cost
At 1 April 2021
120,489
Additions
405,824
At 31 March 2022
526,313
Amortisation and impairment
At 1 April 2021 and 31 March 2022
21,547
Carrying amount
At 31 March 2022
504,766
At 31 March 2021
98,942
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
Page 9
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2021
18,148
Additions
17,143
At 31 March 2022
35,291
Depreciation and impairment
At 1 April 2021
11,270
Depreciation charged in the year
6,298
At 31 March 2022
17,568
Carrying amount
At 31 March 2022
17,723
At 31 March 2021
6,878
5
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
2,306
2,306
6
Subsidiaries
Details of the company's subsidiaries at 31 March 2022 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Wooshii Studios Limited
Lithuania
Post-production
Ordinary
100.00
Wooshi Inc
USA
Video production
Ordinary
100.00
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
Page 10
7
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
665,748
419,894
Corporation tax recoverable
338,466
113,003
Amounts owed by group undertakings
1,120,546
529,018
Other debtors
489,019
217,431
2,613,779
1,279,346
8
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans
10,648
3,923
Trade creditors
464,980
217,370
Taxation and social security
76,792
120,849
Other creditors
1,512,718
919,732
2,065,138
1,261,874
9
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
34,915
46,077
Other creditors
6,010,189
3,482,475
6,045,104
3,528,552
On 17 May 2019 the company issued 3,240,000 5% Redeemable Preference Shares of £1 per share. The shares will mature after 3 years from the date of issue. These have been amended to mature on 09 June 2026.
On 09 June 2021, the company issued 2,250,000 5% Redeemable Preference Shares of £1 per share. The shares will mature after 5 years from the date of issue.
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
Page 11
10
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
2,602,223
3,292,852
26,023
32,929
Ordinary A shares of 1p each
1,237,701
209,739
12,377
2,097
Ordinary B shares of 1p each
2,430,517
1,107,765
24,306
11,078
Ordinary C shares of 1p each
312,549
-
3,125
-
6,582,990
4,610,356
65,831
46,104
On 09 June 2021, the company issued 1,322,752 'B' Ordinary Shares for a total consideration of £250,000.
On 09 June 2021, the company issued 312,549 'C' Ordinary Shares for a total consideration of £59,072.
On 09 June 2021, the company redeemed 738,393 Ordinary Shares.
On 31 January 2022, the company issued 1,027,962 'A' Ordinary Shares at par.
On 10 February 2022, the company issued 47,764 Ordinary Shares for a total consideration of £22,927.
Return of assets
On a return of assets, the Preference Shares have preference for the distribution of assets for the original subscription price paid and the unpaid and accrued preference up to the date of return of capital. This is followed by the distribution of assets to the Ordinary, 'A' Ordinary, 'B' Ordinary & 'C' Ordinary (ranking pari passu) to cover their initial return. Any surplus assets still available for distribution are applied as follows:
Amounts will be paid, in proportion to number of shares held, up to a level where the 'B' Ordinary, 'C' Ordinary and Preference Shares have received in aggregate three time the total amounts invested.
Amounts will be paid to the holders of the equity shares, as if such holders of equity shares were treated as one class, and where the holders of the 'B' Ordinary & 'C' Ordinary Shares shall receive 75% of their respective pro rata shareholding.
Voting
The Ordinary, 'A' Ordinary, 'B' Ordinary and 'C' Ordinary Shares all rank pari passu in terms of voting rights. The Preference Shares have no voting rights.
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Joanna Cosgrove and the auditor was Moore Kingston Smith LLP.
Wooshii Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2022
Page 12
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
348,384
27,223
13
Related party transactions
Wooshii Limited has taken the exemption to disclose related party transactions under the same 100% control in accordance with FRS102 - Section 33 "Related Party Disclosures" paragraph 33.7.
During the year the company made sales of £42,870 (2021: £26,000) to YFM Equity Partners LLP, and £16,800 (2021: £nil) to Cogora Group Limited, related parties by virtue of common directorship. At the year end the company was owed £nil (2021: £16,000) from Cogora Group Limited.
During the year the company incurred costs of £nil (2021: £26,750) from Darryl Newton Consulting Limited, and £112,026 (2021: £nil) from YFM Equity Partners LLP, both related parties by virtue of their common directorship. At year end YFM Equity Partners were owed £49 (2021: £nil).
14
Parent company
There is no ultimate controlling party.
15
Prior period adjustment
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2021
£
Total adjustments
-
Loss as previously reported
(1,123,741)
Loss as adjusted
(1,123,741)
The adjustment to the prior year was made to gross up accrued and deferred income.
2022-03-31
2021-04-01
false
24 March 2023
CCH Software
CCH Accounts Production 2022.300
No description of principal activity
This audit opinion is unqualified
M Carton
F Dyer-Smith
I Jacob
D Newton
P Valia
J Simm
A Robertson
N Holt
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