Registered number: 08589377
Vypr Validation Technologies Limited
Financial statements
Information for filing with the registrar
For the Year Ended 31 March 2024
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Vypr Validation Technologies Limited
Registered number: 08589377
Balance Sheet
As at 31 March 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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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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Share-based payment reserve
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Vypr Validation Technologies Limited
Registered number: 08589377
Balance Sheet (continued)
As at 31 March 2024
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 14 form part of these financial statements.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
Vypr Validation Technologies Limited is a private company limited by shares and is registered and incorporated in England and Wales. The Company's registration number is 08589377 and the registered office is Suite 01-120, 29 John Dalton Street, Manchester, England, M2 6FW.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company's functional and presentational currency is GBP.
The following principal accounting policies have been applied:
The Directors have prepared detailed financial forecasts, looking beyond 12 months from the date of
approving these Financial Statements. In developing these forecasts, the Directors have made assumptions
upon their view of the current and future economic conditions that will prevail over the next 12 to 18 months.
The Directors have stress tested the forecast by identifying and evaluating potential mitigating actions, such
as a reduction in operational costs and R&D expenditure. The Directors regularly monitor the Company's
short term and long term cash position, in particular new revenue performance, the cost base and any
foreseen impacts on cash.
As a result of the above, the Directors consider that the Company has adequate resources to continue
operating for the foreseeable future and therefore the Going Concern basis has been adopted in preparing
these financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are 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.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
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The average monthly number of employees, including directors, during the year was 52 (2023 - 38).
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
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Due after more than one year
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Prepayments and accrued income
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Security in the form of a fixed and floating charge over all assets of the company in respect of bank loans included in amounts falling due within one year and amounts falling due after more than one year of £116,673 (2023 - £166,670). Interest is charged at 3.99% over base.
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Creditors: Amounts falling due after more than one year
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Security in the form of a fixed and floating charge over all assets of the company in respect of bank loans included in amounts falling due within one year and amounts falling due after more than one year of £116,673 (2022 - £166,670). Interest is charged at 3.99% over base.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Allotted, called up and fully paid
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18,621 (2023 - 18,621) Ordinary shares of £0.01 each
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34,898 (2023 - 34,898) A Ordinary shares of £0.01 each
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8,031 (2023 - 8,031) B1 Ordinary shares of £0.01 each
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1,462 (2023 - 1,462) B2 Ordinary shares of £0.01 each
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5,305 (2023 - 5,305) B3 Ordinary shares of £0.01 each
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19,603 (2023 - 19,603) C Ordinary shares of £0.01 each
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1,275 (2023 - 1,275) D Ordinary shares of £0.01 each
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The Company has seven classes of shares being Ordinary Shares, A Shares, B1 Shares, B2 Shares, B3 Shares, C Shares and D Shares. The B2 Shares and D Shares shall not have any voting rights, all share classes have a nominal value of £0.01 per share and their respective rights are as detailed in the Articles of Association.
During the year there has been no new shares issued. In prior year, there was a share issue resulting in an additional 16,848 Ordinary Shares being issued at nominal value of £0.01 per share, for total consideration of £3,389,702.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share premium.
Share-based payment reserve
The share-based payment reserve includes credits to equity for equity settled share-based payments.
Profit and loss account
The profit and loss account includes all current and prior period profit and losses.
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
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Certain directors and employees of the Company hold options to subscribe for shares in the Company under share option schemes.
The holders of 4,816 (2023: 4,816) options at the year end are entitled to exercise the options on the occurrence of a sale or listing of the Company and are based on certain service conditions. The holders of Nil (2023: Nil) options at the year end are entitled to exercise the options based on certain service conditions.
The number of shares subject to options, the periods in which they were granted and the period in which they may be exercised are given below:
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Weighted average exercise price (pence)
2024
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Weighted average exercise price
(pence)
2023
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Outstanding at the beginning of the year
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Exercised during the year
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Outstanding at the end of the year
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The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
During the year, the company recognised total share-based payment expenses of £3,812 (2023: £11,225).
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Vypr Validation Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 March 2024
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £9,655 (2023: £Nil) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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The Company purchased services amounting to £126,280 (2023: £128,829) from a company in which a director has a controlling interest. At the balance sheet date £18,276 (2023: £29,899) was owed to this company.
The Company purchased services amounting to £19,500 (2023: £23,400) from a company in which a director has a controlling interest. At the balance sheet date £1,950 (2023: £1,950) was owed to this company.
The Company purchased services amounting to £34,690 (2023: 36,235) from a company who have an interest in the Company as a result of their shareholding. At the balance sheet date £31 (2023: £NIL) was owed to this company.
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The auditors' report on the financial statements for the year ended 31 March 2024 was unqualified.
The audit report was signed on 24 July 2024 by John Glover (Senior Statutory Auditor) on behalf of Hurst Accountants Limited.
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