Company registration number 13882550 (England and Wales)
SENTION TECHNOLOGIES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
SENTION TECHNOLOGIES LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2 - 3
Statement of changes in equity
4
Notes to the financial statements
5 - 11
SENTION TECHNOLOGIES LIMITED
COMPANY INFORMATION
- 1 -
Directors
Prof. D J L Brett
Prof. P R Shearing
Mr H Sommer
Company number
13882550
Registered office
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
Accountants
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
SENTION TECHNOLOGIES LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
6,725
-
0
Tangible assets
4
70,714
91,180
77,439
91,180
Current assets
Stocks
4,595
-
Debtors
5
18,420
20,586
Cash at bank and in hand
44,589
209,547
67,604
230,133
Creditors: amounts falling due within one year
6
(158,600)
(34,471)
Net current (liabilities)/assets
(90,996)
195,662
Total assets less current liabilities
(13,557)
286,842
Creditors: amounts falling due after more than one year
7
(600,000)
(400,000)
Net liabilities
(613,557)
(113,158)
Capital and reserves
Called up share capital
9
9
Share premium account
50,031
100,031
Profit and loss reserves
(663,597)
(213,198)
Total equity
(613,557)
(113,158)
SENTION TECHNOLOGIES LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2024
30 June 2024
- 3 -

For the financial year ended 30 June 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 14 October 2024 and are signed on its behalf by:
Prof. D J L Brett
Director
Company registration number 13882550 (England and Wales)
SENTION TECHNOLOGIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 31 January 2022
-
0
-
0
-
0
-
Period ended 30 June 2023:
Loss and total comprehensive income
-
-
(213,198)
(213,198)
Issue of share capital
9
100,031
-
100,040
Balance at 30 June 2023
9
100,031
(213,198)
(113,158)
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
(450,399)
(450,399)
Other movements
-
(50,000)
-
(50,000)
Balance at 30 June 2024
9
50,031
(663,597)
(613,557)
SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
1
Accounting policies
Company information

Sention Technologies Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor Kings House, 9-10 Haymarket, London, United Kingdom, SW1Y 4BP.

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 disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.

1.2
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.3
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.

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 & licences
Straight line over 3 years.
Website
Straight line over 3 years.
1.4
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.

SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 6 -

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:

Plant and equipment
1/3rd of cost on a straight line method
Computers
1/3rd of cost on a straight line method

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.

1.5
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.

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.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 7 -
1.7
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 current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

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.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

1.9
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.

SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 8 -
1.10
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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Government grants

Government grants are recognised at the fair value of the asset received 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.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
3
1
SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
3
Intangible fixed assets
Other
Website
Total
£
£
£
Cost
At 1 July 2023
-
0
-
0
-
0
Additions
5,860
4,000
9,860
At 30 June 2024
5,860
4,000
9,860
Amortisation and impairment
At 1 July 2023
-
0
-
0
-
0
Amortisation charged for the year
1,302
1,833
3,135
At 30 June 2024
1,302
1,833
3,135
Carrying amount
At 30 June 2024
4,558
2,167
6,725
At 30 June 2023
-
0
-
0
-
0
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2023
99,718
Additions
19,146
Disposals
(4,000)
At 30 June 2024
114,864
Depreciation and impairment
At 1 July 2023
8,538
Depreciation charged in the year
37,445
Eliminated in respect of disposals
(1,833)
At 30 June 2024
44,150
Carrying amount
At 30 June 2024
70,714
At 30 June 2023
91,180
SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,455
1,455
Other debtors
16,965
19,131
18,420
20,586
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
5,531
15,120
Taxation and social security
7,847
-
0
Other creditors
150,128
-
0
Accruals and deferred income
(4,906)
19,351
158,600
34,471

There was £150,000 loaned to Sention Technologies Limited ("Sention") from Prosemino Limited ("Prosemino") during the year.  There was a further £100,000 loaned to Sention after the balance sheet date bringing the total loan principal to £250,000.

 

There is a loan facility agreement dated 19 September 2024 for the £250,000 of loan principal which replaces any pre-existing terms.  As per the agreement, the full amount of the loan has already been drawn down and is outstanding.  Repayment is due by 31 December 2024, with no penalties for early repayment.  The loan becomes immediately repayable if Sention Technologies is declared insolvent or enters liquidation.

 

Prosemino has the right to convert the loan into shares at the next priced equity fundraising event and the conversion price will match the subscription price in that round. 

 

Prosemino can assign or transfer its rights under the agreement without needing Sention's consent.

 

7
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
600,000
400,000
SENTION TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
7
Creditors: amounts falling due after more than one year
(Continued)
- 11 -

There were 400,000 convertible loan notes issued to Energy Revolution Ventures ("ERV") by Sention Technologies Limited on 30 September 2022.  There was a further 200,000 convertible loan notes issued on 22 September 2023 of which 100,000 of convertible loan notes were issued to Prosemino Limited ("Prosemino") and the other 100,000 was issued to ERV creating an aggregate of 600,000 convertible loan notes issued.  

 

These notes, issued at £1 each, are unsecured and interest-free and can be converted into equity at a 15% discount to the share price during a qualifying fundraising event or immediately prior to a change of control. The conversion period is from 30 September 2024 to 31 January 2025.

 

The loan notes must be redeemed at face value if not converted by the end of the conversion period or upon certain default events, such as insolvency.

 

The proceeds from the loan are designated for working capital and capital expenditure purposes for Sention Technologies Limited.

 

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