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Company No: 13403344 (England and Wales)

VELOMATCH LIMITED

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MAY 2024
PAGES FOR FILING WITH THE REGISTRAR

VELOMATCH LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MAY 2024

Contents

VELOMATCH LIMITED

BALANCE SHEET

AS AT 31 MAY 2024
VELOMATCH LIMITED

BALANCE SHEET (continued)

AS AT 31 MAY 2024
Note 2024 2023
£ £
Fixed assets
Intangible assets 4 67 198
Tangible assets 5 3,807 1,670
3,874 1,868
Current assets
Debtors 6 114,140 348,376
Cash at bank and in hand 621,358 217,929
735,498 566,305
Creditors: amounts falling due within one year 7 ( 83,183) ( 162,802)
Net current assets 652,315 403,503
Total assets less current liabilities 656,189 405,371
Net assets 656,189 405,371
Capital and reserves
Called-up share capital 8 16 11
Share premium account 1,716,862 224,988
Equity reserve 5 827,744
Capital redemption reserve 1 1
Profit and loss account ( 1,060,695 ) ( 647,373 )
Total shareholders' funds 656,189 405,371

For the financial year ending 31 May 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

The financial statements of Velomatch Limited (registered number: 13403344) were approved and authorised for issue by the Director on 22 August 2024. They were signed on its behalf by:

B Scott
Director
VELOMATCH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MAY 2024
VELOMATCH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MAY 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Velomatch Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Johnston Carmichael Birchin Court, 20 Birchin Lane, London, EC3V 9DU, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

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.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

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 net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets 3 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Cash and cash equivalents

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including the director 4 3

3. Share-based payments

Equity-settled share-based payment schemes

The Company has both a HMRC approved and unapproved share option scheme for employees.

The approved options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is three years. Options are forfeited if the employee leaves the Company before the options vest.

The unapproved options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is 24 months with a cliff period of 12 months before the first options vest. Options are forfeited if the employee leaves the Company before the options vest.

Details of the share options outstanding during the financial year are as follows:

2024 2023
Weighted Average Weighted Average
Number of share options Average exercise price (£) Number of share options Average exercise price (£)
Outstanding at beginning of period 5,000 0.55000 0 0
Granted during the period 3,000 0.00001 5,000 0.55000
Expired during the period ( 5,000) 0.55000 0 0
Outstanding at the end of the period 3,000 0.00010 5,000 0.55000
Exercisable at the end of the period 0 0 0 0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The expected life used in the model has been adjusted, based on management's estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

The share options are equity settled EMI options and have a maximum term of 10 years.

The cost has not been recognised in the financial statements as it has been considered not material.

4. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 June 2023 394 394
At 31 May 2024 394 394
Accumulated amortisation
At 01 June 2023 196 196
Charge for the financial year 131 131
At 31 May 2024 327 327
Net book value
At 31 May 2024 67 67
At 31 May 2023 198 198

5. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 01 June 2023 1,894 1,894
Additions 3,284 3,284
At 31 May 2024 5,178 5,178
Accumulated depreciation
At 01 June 2023 224 224
Charge for the financial year 1,147 1,147
At 31 May 2024 1,371 1,371
Net book value
At 31 May 2024 3,807 3,807
At 31 May 2023 1,670 1,670

6. Debtors

2024 2023
£ £
Trade debtors 24,663 0
Corporation tax 73,420 90,246
Other debtors 16,057 258,130
114,140 348,376

7. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 49,408 23,610
Taxation and social security 4,092 9,802
Other creditors 29,683 129,390
83,183 162,802

8. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
1,276,309 Ordinary shares of £ 0.00001 each (2023: 1,132,438 shares of £ 0.00001 each) 13 11
339,513 A preference shares of £ 0.00001 each (2023: nil shares) 3 0
16 11

9. Related party transactions

Transactions with the entity's director

2024 2023
£ £
Amounts due (from)/to key management personnel (1,886) 617

Other related party transactions

2024 2023
£ £
Amounts due to related parties 0 2,560