Silverfin false false 31/03/2024 01/04/2023 31/03/2024 Abdullah Al Ghamdi 01/03/2020 Gordon Scott Blair 01/03/2020 Siew Kai Choy 01/02/2022 Chu Wooi Goh 11/03/2018 Jenneifer Lewis 31/03/2024 01/03/2020 James Lee Sintros 08/01/2019 Terence Chee Ming Tse 11/03/2018 27 November 2024 The principal activities of the Company during the financial year and prior year were that of consultancy services and the development and implementation of AI and Intelligent Automation solutions and products. 11249274 2024-03-31 11249274 bus:Director1 2024-03-31 11249274 bus:Director2 2024-03-31 11249274 bus:Director3 2024-03-31 11249274 bus:Director4 2024-03-31 11249274 bus:Director5 2024-03-31 11249274 bus:Director6 2024-03-31 11249274 bus:Director7 2024-03-31 11249274 2023-03-31 11249274 core:CurrentFinancialInstruments 2024-03-31 11249274 core:CurrentFinancialInstruments 2023-03-31 11249274 core:ShareCapital 2024-03-31 11249274 core:ShareCapital 2023-03-31 11249274 core:SharePremium 2024-03-31 11249274 core:SharePremium 2023-03-31 11249274 core:OtherCapitalReserve 2024-03-31 11249274 core:OtherCapitalReserve 2023-03-31 11249274 core:RetainedEarningsAccumulatedLosses 2024-03-31 11249274 core:RetainedEarningsAccumulatedLosses 2023-03-31 11249274 core:OfficeEquipment 2023-03-31 11249274 core:ComputerEquipment 2023-03-31 11249274 core:OfficeEquipment 2024-03-31 11249274 core:ComputerEquipment 2024-03-31 11249274 core:CostValuation 2023-03-31 11249274 core:CostValuation 2024-03-31 11249274 core:AdditionsToInvestments 2024-03-31 11249274 core:DisposalsRepaymentsInvestments 2024-03-31 11249274 core:CurrentFinancialInstruments 10 2024-03-31 11249274 core:CurrentFinancialInstruments 10 2023-03-31 11249274 core:WithinOneYear 2024-03-31 11249274 core:WithinOneYear 2023-03-31 11249274 core:BetweenOneFiveYears 2024-03-31 11249274 core:BetweenOneFiveYears 2023-03-31 11249274 2023-04-01 2024-03-31 11249274 bus:FilletedAccounts 2023-04-01 2024-03-31 11249274 bus:SmallEntities 2023-04-01 2024-03-31 11249274 bus:AuditExemptWithAccountantsReport 2023-04-01 2024-03-31 11249274 bus:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 11249274 bus:Director1 2023-04-01 2024-03-31 11249274 bus:Director2 2023-04-01 2024-03-31 11249274 bus:Director3 2023-04-01 2024-03-31 11249274 bus:Director4 2023-04-01 2024-03-31 11249274 bus:Director5 2023-04-01 2024-03-31 11249274 bus:Director6 2023-04-01 2024-03-31 11249274 bus:Director7 2023-04-01 2024-03-31 11249274 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-04-01 2024-03-31 11249274 core:OfficeEquipment core:TopRangeValue 2023-04-01 2024-03-31 11249274 core:ComputerEquipment core:TopRangeValue 2023-04-01 2024-03-31 11249274 2022-04-01 2023-03-31 11249274 core:OfficeEquipment 2023-04-01 2024-03-31 11249274 core:ComputerEquipment 2023-04-01 2024-03-31 11249274 core:OfficeEquipment 1 2023-04-01 2024-03-31 11249274 core:ComputerEquipment 1 2023-04-01 2024-03-31 11249274 1 2023-04-01 2024-03-31 11249274 core:Subsidiary1 2023-04-01 2024-03-31 11249274 core:Subsidiary1 1 2023-04-01 2024-03-31 11249274 core:Subsidiary1 1 2022-04-01 2023-03-31 11249274 core:Subsidiary2 2023-04-01 2024-03-31 11249274 core:Subsidiary2 1 2023-04-01 2024-03-31 11249274 core:Subsidiary2 1 2022-04-01 2023-03-31 11249274 core:Subsidiary3 2023-04-01 2024-03-31 11249274 core:Subsidiary3 1 2023-04-01 2024-03-31 11249274 core:Subsidiary3 1 2022-04-01 2023-03-31 11249274 core:CurrentFinancialInstruments 2023-04-01 2024-03-31 iso4217:GBP xbrli:pure decimalUnit

Company No: 11249274 (England and Wales)

NEXUS FRONTIER TECH LIMITED

Unaudited Financial Statements
For the financial year ended 31 March 2024
Pages for filing with the registrar

NEXUS FRONTIER TECH LIMITED

Unaudited Financial Statements

For the financial year ended 31 March 2024

Contents

NEXUS FRONTIER TECH LIMITED

COMPANY INFORMATION

For the financial year ended 31 March 2024
NEXUS FRONTIER TECH LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 March 2024
DIRECTORS Abdullah Al Ghamdi
Gordon Scott Blair
Siew Kai Choy
Chu Wooi Goh
Jenneifer Lewis (Resigned 31 March 2024)
James Lee Sintros
Terence Chee Ming Tse
SECRETARIES Chu Wooi Goh
Dr Terence Chee Ming Tse
REGISTERED OFFICE Level39
39th Floor One Canada Square
London
E14 5AB
United Kingdom
COMPANY NUMBER 11249274 (England and Wales)
ACCOUNTANT Gravita Business Services Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
NEXUS FRONTIER TECH LIMITED

BALANCE SHEET

As at 31 March 2024
NEXUS FRONTIER TECH LIMITED

BALANCE SHEET (continued)

As at 31 March 2024
Note 2024 2023
£ £
Fixed assets
Tangible assets 3 4,276 6,630
Investments 4 29,258 32,258
33,534 38,888
Current assets
Debtors 5 201,263 924,327
Cash at bank and in hand 715,577 141,835
916,840 1,066,162
Creditors: amounts falling due within one year 6 ( 543,054) ( 1,611,970)
Net current assets/(liabilities) 373,786 (545,808)
Total assets less current liabilities 407,320 (506,920)
Net assets/(liabilities) 407,320 ( 506,920)
Capital and reserves
Called-up share capital 3,800 3,503
Share premium account 4,935,256 2,889,070
Other reserves 193,500 935,540
Profit and loss account ( 4,725,236 ) ( 4,335,033 )
Total shareholders' funds/(deficit) 407,320 ( 506,920)

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

Directors' responsibilities:

The financial statements of Nexus Frontier Tech Limited (registered number: 11249274) were approved and authorised for issue by the Board of Directors on 27 November 2024. They were signed on its behalf by:

Chu Wooi Goh
Director
NEXUS FRONTIER TECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2024
NEXUS FRONTIER TECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 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

Nexus Frontier Tech 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 Level39, 39th Floor One Canada Square, London, E14 5AB, 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 directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors expect continued growth in the foreseeable future which will be supported through the expected cash generated from operations and further fund raising if required. The directors note that post year end, the Company has started to break even.

Based on the above factors;, success in previous funding rounds, steps taken to reorganise cost structures which have achieved continued good results post year end and current cash levels, the directors have a reasonable expectation that this will be sufficient to enable the Company to meet its liabilities as they fall due for a minimum of 12 months from the date of the signing of the financial statements. In addition, the directors have received reasonable assurances that the group entities will not request repayment of outstanding loans, unless the Company has sufficient funds to do so. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. These financial statements do not include any amendments that would be required should the going concern basis cease to be appropriate.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

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 Statement of Comprehensive Income 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 stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

The fair value is measured using the directors' best estimate.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so 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.

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:

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

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 properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Office equipment 3 years straight line
Computer equipment 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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

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 Statement of Comprehensive Income as described below.

Non-financial assets
At each balance sheet date, the Company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments, including investment in associates, are measured at cost less impairment.

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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

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.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 46 62

3. Tangible assets

Office equipment Computer equipment Total
£ £ £
Cost
At 01 April 2023 2,197 20,662 22,859
Additions 0 1,338 1,338
Foreign exchange difference 0 ( 273) ( 273)
At 31 March 2024 2,197 21,727 23,924
Accumulated depreciation
At 01 April 2023 336 15,893 16,229
Charge for the financial year 178 3,394 3,572
Foreign exchange difference 0 ( 153) ( 153)
At 31 March 2024 514 19,134 19,648
Net book value
At 31 March 2024 1,683 2,593 4,276
At 31 March 2023 1,861 4,769 6,630

4. Fixed asset investments

Investments in subsidiaries

2024
£
Cost
At 01 April 2023 29,258
At 31 March 2024 29,258
Carrying value at 31 March 2024 29,258
Carrying value at 31 March 2023 29,258

Other investments Total
£ £
Cost or valuation before impairment
At 01 April 2023 3,000 3,000
Additions 1,950 1,950
Disposals ( 4,950) ( 4,950)
At 31 March 2024 0 0
Carrying value at 31 March 2024 0 0
Carrying value at 31 March 2023 3,000 3,000

Investments in shares

Name of entity Registered office Principal activity Class of
shares
Ownership
31.03.2024
Ownership
31.03.2023
Nexus Frontier Tech Ltd 3rd Floor, Amtel Building, 148 Des Voeux Road Central, Hong Kong Dormant Ordinary 100.00% 100.00%
Nexus Frontier Tech, Inc 134 Boston Road, Chelmsford, 01824, Massachusetts, United States Dormant Ordinary 100.00% 100.00%
Nexus Frontier Tech (Asia) PTE Ltd. 6 Battery Road, Level 03-68, Singapore (049909). AI related software and development consulting activities Ordinary 100.00% 100.00%

5. Debtors

2024 2023
£ £
Trade debtors 70,122 222,602
Amounts owed by Group undertakings 531 531
Corporation tax 0 404,528
Other taxation and social security 908 8,654
Other debtors 129,702 288,012
201,263 924,327

Amounts owed by Group undertakings are repayable on demand and do not bear interest.

6. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 82,344 132,946
Amounts owed to Group undertakings 405,477 406,532
Convertible loan notes 0 984,616
Other taxation and social security 12,080 24,515
Other creditors 43,153 63,361
543,054 1,611,970

Amounts owed to Group undertakings are repayable on demand and do not bear interest.

The Convertible Loan Agreement has been converted into equity on 30 November 2023, as agreed with the relevant parties.

7. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
within one year 13,818 44,908
between one and five years 8,043 7,693
21,861 52,601

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

2024 2023
£ £
Unpaid contributions due to the fund (inc. in other creditors) 78 434

8. Related party transactions

In accordance with FRS 102 Section 33, the Company has not disclosed any related party transactions between this Company and other group companies as they are wholly-owned entities.

During the year the directors received emoluments of £47,400 (2023: £66,170).

9. Share based payment transactions

The Company has a share based payment arrangement in place. The options were granted with a fixed exercise price of £1.50 per share option, and vest over a 4 year period from the date of grant. A charge of £83,438 (2023: £(110,062) was recognised in the Profit and Loss Account in relation to share options granted in the year to UK employees with a corresponding credit to equity.

10. Ultimate controlling party

The directors consider there to be no ultimate controlling party.