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Registration number: 12228828

HappySignals UK Ltd

Annual Report and Financial Statements

for the Year Ended 31 December 2023

Pages for Filing with Registrar

 

HappySignals UK Ltd

(Registration number: 12228828)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

6

808

5,349

Current assets

 

Debtors

7

87,765

228,329

Cash at bank and in hand

 

289,661

160,311

 

377,426

388,640

Creditors: Amounts falling due within one year

8

(425,323)

(429,866)

Net current liabilities

 

(47,897)

(41,226)

Net liabilities

 

(47,089)

(35,877)

Capital and reserves

 

Called up share capital

9

1

1

Other reserves

12

33,436

24,523

Retained earnings

(80,526)

(60,401)

Shareholders' deficit

 

(47,089)

(35,877)

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. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 2 April 2024
 

.........................................

S K Kallio
Director

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The Company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Chapel Street
Warwick
Warwickshire
CV34 4HL
United Kingdom

Principal activity

The principal activity of the Company is the provision of business and domestic software development.

2

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 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

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.

Going concern

The company made a loss in the year and has net current liabilities.

These financial statements have been prepared on the going concern basis, which assumes that the company will be able to meet its financial obligations as they fall due for payment for the foreseeable future. The company is reliant upon the continued support of its parent undertaking. Confirmation of this support has been provided and the director considers it appropriate to prepare the accounts on a going concern basis.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Turnover recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Company 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 Company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

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 and deferred 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 company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the new carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position 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.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

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:

Asset class

Depreciation method and rate

Plant and machinery

33% straight line

Financial instruments

The Company only enters into basic financial instrument 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

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 Company will not be able to collect all amounts due according to the original terms of the receivables.

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.

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 Company 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.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

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 Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

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 Company 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 Company operates an equity-settled, share-based compensation plan for certain employees. Under the plan, the entity receives services from employees as consideration for equity instruments (options) in the company's parent undertaking. The fair value of the employee services received is measured by reference to the estimated fair value of the options at the grant date. 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 vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

3

Significant judgements and estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Director's opinion there are no significant judgements or key sources of estimation uncertainty.

4

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 2 April 2024 was David Wheeler, who signed for and on behalf of Bourner Bullock.

5

Staff numbers

The average number of persons employed by the Company (including the director) during the year, was 6 (2022 - 7).

6

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2023

15,635

15,635

At 31 December 2023

15,635

15,635

Depreciation

At 1 January 2023

10,286

10,286

Charge for the year

4,541

4,541

At 31 December 2023

14,827

14,827

Carrying amount

At 31 December 2023

808

808

At 31 December 2022

5,349

5,349

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

7

Debtors

2023
£

2022
£

Amounts owed by group undertakings

6,665

12,497

Prepayments

78,850

211,981

Other debtors

2,250

3,851

87,765

228,329

8

Creditors

Creditors: amounts falling due within one year

2023
£

2022
£

Due within one year

Bank loans and overdrafts

-

938

Trade creditors

1,648

1,957

Amounts owed to group undertakings

358,864

319,244

Taxation and social security

31,708

84,240

Other creditors

33,103

23,487

425,323

429,866

Total trade and other creditors

425,323

429,866

9

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary Shares of £1 each

1

1

1

1

         

10

Dividends

There were no dividends paid or proposed in the current year or the previous year.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

11

Financial commitments, guarantees and contingencies

During the year, HappySignals Oy took out a loan from Mars Growth Capital Fund 1, L.P for which HappySignals UK Ltd is guarantor. As a result the lender holds a fixed and floating charge over all assets of HappySignals UK Ltd.

12

Share based payments

HappySignals Oy (the parent company of HappySignals UK Ltd) operates an equity-settled, option plan for certain employees. The options issued under the plan have a five year vesting period with a one year cliff and a maximum term of 10 years after the date of issue.

13

Parent and ultimate parent undertaking

The parent of the smallest group in which these financial statements are consolidated is HappySignals OY, incorporated in Finland.

The address of HappySignals Oy is:.
Aleksanterinkatu 15 B, 00100 Helsinki.