Caseware UK (AP4) 2023.0.135 2023.0.135 2024-12-312024-12-312024-01-01falseNo description of principal activity2323truetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.false 08695071 2024-01-01 2024-12-31 08695071 2023-01-01 2023-12-31 08695071 2024-12-31 08695071 2023-12-31 08695071 2023-01-01 08695071 c:Director2 2024-01-01 2024-12-31 08695071 d:FurnitureFittings 2024-01-01 2024-12-31 08695071 d:FurnitureFittings 2024-12-31 08695071 d:FurnitureFittings 2023-12-31 08695071 d:FurnitureFittings d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 08695071 d:OfficeEquipment 2024-01-01 2024-12-31 08695071 d:OfficeEquipment 2024-12-31 08695071 d:OfficeEquipment 2023-12-31 08695071 d:OfficeEquipment d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 08695071 d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 08695071 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 08695071 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-31 08695071 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 08695071 d:CurrentFinancialInstruments 2024-12-31 08695071 d:CurrentFinancialInstruments 2023-12-31 08695071 d:Non-currentFinancialInstruments 2024-12-31 08695071 d:Non-currentFinancialInstruments 2023-12-31 08695071 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 08695071 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 08695071 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 08695071 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 08695071 d:ShareCapital 2024-12-31 08695071 d:ShareCapital 2023-12-31 08695071 d:SharePremium 2024-12-31 08695071 d:SharePremium 2023-12-31 08695071 d:OtherMiscellaneousReserve 2024-12-31 08695071 d:OtherMiscellaneousReserve 2023-12-31 08695071 d:RetainedEarningsAccumulatedLosses 2024-12-31 08695071 d:RetainedEarningsAccumulatedLosses 2023-12-31 08695071 c:OrdinaryShareClass1 2024-01-01 2024-12-31 08695071 c:OrdinaryShareClass1 2024-12-31 08695071 c:OrdinaryShareClass1 2023-12-31 08695071 c:FRS102 2024-01-01 2024-12-31 08695071 c:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 08695071 c:FullAccounts 2024-01-01 2024-12-31 08695071 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 08695071 1 2024-01-01 2024-12-31 08695071 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:ExternallyAcquiredIntangibleAssets 2024-01-01 2024-12-31 08695071 2 2024-01-01 2024-12-31 08695071 6 2024-01-01 2024-12-31 08695071 7 2024-01-01 2024-12-31 08695071 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:OwnedIntangibleAssets 2024-01-01 2024-12-31 08695071 e:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08695071









PEPPERHQ LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
PEPPERHQ LIMITED
REGISTERED NUMBER: 08695071

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 4 
2,870,778
2,677,704

Tangible assets
 5 
11,402
19,382

Investments
 6 
572,920
572,920

  
3,455,100
3,270,006

Current assets
  

Debtors: amounts falling due within one year
 7 
171,482
123,211

Cash at bank and in hand
 8 
62,249
530,120

  
233,731
653,331

Creditors: amounts falling due within one year
 9 
(1,101,336)
(658,112)

Net current liabilities
  
 
 
(867,605)
 
 
(4,781)

Total assets less current liabilities
  
2,587,495
3,265,225

Creditors: amounts falling due after more than one year
 10 
(1,127,500)
(1,307,500)

  

Net assets
  
1,459,995
1,957,725


Capital and reserves
  

Called up share capital 
 11 
301,069
301,069

Share premium account
  
9,328,131
9,328,131

Other reserves
  
681,923
564,707

Profit and loss account
  
(8,851,128)
(8,236,182)

  
1,459,995
1,957,725



 
Page 1

 
PEPPERHQ LIMITED
REGISTERED NUMBER: 08695071
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

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.

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: 




C E Hall
Director

Date: 5 March 2025

The notes on pages 3 to 14 form part of these financial statements.

Page 2

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

PepperHQ Limited is a private limited company, limited by shares, incorporated in England and Wales. The address of the registered office is 45 Gresham Street, London, England, EC2V 7BG.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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.

 
2.2

Going concern

The company recorded a loss for the year and has net current liabilities of £376,650 (2023: £4,781).
The directors have produced forecasts which indicate that the Company should have sufficient resources to continue in operational existence for the foreseeable future and are satisfied that the Company can meet its liabilities as they fall due. This assessment is reliant on funding required within 12 months from the Balance Sheet date which the directors are confident will be received. For this reason the Directors have prepared the financial statements on a going concern basis.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and loss account.

Page 3

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services
Turnover 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 turnover 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.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Research and development

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 is 5 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.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 4

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Pensions

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.

 
2.9

Share-based payments

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.

The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non market-based vesting conditions) at the date of grant. At the end of each reporting period the assumptions underlying the number of awards expected to vest are adjusted for the effects of non market-based vesting conditions to reflect the conditions prevailing at that date. The impact of any revisions to the original estimates is recognised in profit or loss, with a corresponding adjustment to equity.  Fair value is measured by the use of a Black-Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Page 5

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

Taxation

The tax receivable represents the sum of the tax currently receivable and any deferred tax.
The current tax is based on the taxable loss for the year. Taxable loss differs from net loss as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the company intends to settle on a net basis

 
2.11

Intangible assets

Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on a straight line basis over the anticipated life of the benefits arising from the completed produce or project.
Where intangible assets are acquired by PepperHQ Limited from third parties the costs of acquisition are capitalised. They are amortised from the point at which the are available for use, over their estimated useful lives.
Estimated useful lives for intangible fixed assets are 5 years.
At each balance sheet date, intangible assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).  If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

Page 6

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

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:

Fixtures and fittings
-
20%
Office equipment
-
20%

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.15

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company  becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. A provision is established when there is objective evidence that the company will not be able to collect all amounts due. 
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank.
Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Page 7

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Employees

The average monthly number of employees, including directors, during the year was 23 (2023 - 23).


4.


Intangible assets




Development expenditure

£



Cost


At 1 January 2024
5,999,272


Additions
705,401


Disposals
(35,000)



At 31 December 2024

6,669,673



Amortisation


At 1 January 2024
3,321,568


Charge for the year on owned assets
512,327


On disposals
(35,000)



At 31 December 2024

3,798,895



Net book value



At 31 December 2024
2,870,778



At 31 December 2023
2,677,704



Page 8

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Tangible fixed assets





Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
8,280
56,296
64,576



At 31 December 2024

8,280
56,296
64,576



Depreciation


At 1 January 2024
4,860
40,334
45,194


Charge for the year on owned assets
608
7,372
7,980



At 31 December 2024

5,468
47,706
53,174



Net book value



At 31 December 2024
2,812
8,590
11,402



At 31 December 2023
3,420
15,962
19,382


6.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
572,920



At 31 December 2024
572,920




Page 9

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Debtors

2024
2023
£
£


Trade debtors
125,496
90,249

Amounts owed by group undertakings
14,199
-

Other debtors
15,849
31,627

Prepayments and accrued income
15,938
1,335

171,482
123,211



8.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
62,249
530,120

62,249
530,120


Page 10

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Creditors: Amounts falling due within one year

2024
2023
£
£

Other loans
670,955
180,000

Trade creditors
101,588
91,322

Amounts owed to group undertakings
-
61,203

Other taxation and social security
125,052
117,156

Other creditors
19,164
13,356

Accruals and deferred income
184,577
195,075

1,101,336
658,112


On  31 July 2021 the Company took out a CBILS loan of £750,000. The loan is repayable over 3 years, with no repayment due in the first 12 months. Interest is charged on the loan from month 13 at a rate of     9%. The first repayment was made in August 2022.
In May 2022 the Company took out a loan of £1,000,000 from the FSE Group. The loan is repayable over 5 years, with no repayment due in the first 17 months. Interest is charged on the loan from month 13 at a rate of 9.5%. The first repayment is due January 2024.
In August 2024 the Company entered into agreement on unsecured convertible loan notes of up to £750,000, at a fixed rate of 15% per annum which is payable in one payment on maturity on 31 July 2027, however conversion was agreed earlier in January 2025. At the balance sheet date the company had received loans of £432,500 and had accrued interest of £15,255. 

Page 11

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans
1,127,500
1,307,500

1,127,500
1,307,500


On 31 July 2021 the Company took out a CBILS loan of £750,000. The loan is repayable over 3 years, with no repayment due in the first 12 months. Fixed interest is charged on the loan from month 13 at a rate of 9%. The first repayment was made in August 2022.
In May 2022 the Company took out a loan of £1,000,000. The loan is repayable over 5 years, with no repayment due in the first 12 months. Interest is charged on the loan from month 13 at a rate of 9.5%. The first repayment is due January 2024.


11.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



301,069,204 (2023 - 301,069,000) Ordinary shares of £0.001 each
301,069
301,069


Page 12

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Share-based payments

During 2023 the Company granted 58,311,852 share options to 17 employees in a new scheme. At the same time 12,823,998 share options in the old scheme were immediately forfeited. The new options are exercisable at a price of £0.005 per share and have vesting periods of between 0 and 2 years. At 31 December 2024 48,205,500 (2023: 24,880,760) share options had vested, and 10,106,352 (2023: 33,431,092) were still to vest. As at 31 December 2023 no options had been exercised. If the options remain unexercised after a period of 10 years from issue, the options expire.
During 2024 the Company granted 6,095,899 share options to 9 employees in the new scheme. The options are exercisable at a price of £0.005 per share and have vesting periods of between 0 and 2 years. At 31 December 2024 25,000 (2023: Nil) share options had vested, and 6,070,899 (2023: Nil) were still to vest. As at 31 December 2024 no options had been exercised. If the options remain unexercised after a period of 10 years from issue, the options expire. 
Options are forfeited if the employee leaves the Company before the options vest. 
Charges have been made to the profit and loss during the year in respect of the share options totalling £62,216 (2023: £64,342). 

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

2.289

60,955,438

5.444
 
15,467,584
 
Granted during the year

0.500

6,095,899

0.500
 
58,311,852
 
Forfeited during the year


-

(2.044)
 
(12,823,998)
 
Exercised during the year


-

 
-
 
Outstanding at the end of the year
2.123

67,051,337

2.289
 
60,955,438
 





13.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £90,013 (2023: £78,996). Contributions totaling £12,146 (2023: £6,338) were payable to the fund at the balance sheet date and are included in creditors.

Page 13

 
PEPPERHQ LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Related party transactions


2024
2023
£
£

Directors remuneration
276,337
207,843
276,337
207,843

The highest paid director received remuneration of £175,728 (2023: £141,448).


15.


Post balance sheet events

After the balance sheet date the company converted £398,068 of loan into 29,817,862 ordinary shares at a value of £0.01335 per share.

 
Page 14