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Registration number: 12228828

HappySignals UK Ltd

Filleted Financial Statements

for the Year Ended 31 December 2024

 

HappySignals UK Ltd

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 9

 

HappySignals UK Ltd

Company Information

Director

S K Kallio

Company secretary

Goodwille Limited

Registered office

1 Chapel Street
Warwick
Warwickshire
CV34 4HL

Auditors

Bourner Bullock Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE

 

HappySignals UK Ltd

(Registration number: 12228828)
Balance Sheet as at 31 December 2024

Note

2024
£

(As restated)

2023
£

Fixed assets

 

Tangible assets

6

9,610

808

Current assets

 

Debtors

7

345,678

163,207

Cash at bank and in hand

 

80,609

289,661

 

426,287

452,868

Creditors: Amounts falling due within one year

8

(476,781)

(500,765)

Net current liabilities

 

(50,494)

(47,897)

Net liabilities

 

(40,884)

(47,089)

Capital and reserves

 

Called up share capital

9

1

1

Other reserves

48,352

33,436

Retained earnings

(89,237)

(80,526)

Shareholders' deficit

 

(40,884)

(47,089)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 14 March 2025
 

.........................................
S K Kallio
Director

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

1

General information

The Company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Chapel Street
Warwick
Warwickshire
CV34 4HL
United Kingdom

Principal activity

The principal activity of the Company is the provision of business and domestic software development.

These financial statements were authorised for issue by the director on 14 March 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The company made a loss in the year and has net current liabilities.

These financial statements have been prepared on the going concern basis, which assumes that the company will be able to meet its financial obligations as they fall due for payment for the foreseeable future. The company is reliant upon the continued support of its parent undertaking. Confirmation of this support has been provided and the director considers it appropriate to prepare the accounts on a going concern basis.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Prior period errors

During the year it was identified that intercompany debtors and creditors were offset in the company's prior year
financial statements. A prior year reclassification adjustment was made to correct the comparatives in the current year financial statements.


The impact of this error results in an understatement of current assets and understatement of current liabilities. There is no impact on net assets, shareholder funds or comprehensive income.

Relating to the current period disclosed in these financial statements
£

Relating to the prior period disclosed in these financial statements
£

Relating to periods before the prior period disclosed in these financial statements
£

Amounts owed to group undertakings

-

(434,304)

-

Amounts owed from group undertakings

-

434,304

-

   

Turnover recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

33% straight line

Financial instruments

Classification
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to/from related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

 

Debtors

Basic financial assets, including trade and other debtors, are intially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The Company operates an equity-settled, share-based compensation plan for certain employees. Under the plan, the entity receives services from employees as consideration for equity instruments (options) in the company's parent undertaking. The fair value of the employee services received is measured by reference to the estimated fair value of the options at the grant date. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

3

Significant judgements and key sources of estimation uncertainty

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Director's opinion there are no significant judgements or key sources of estimation uncertainty.

4

Summary audit opinion

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 14 March 2025 was David Wheeler, who signed for and on behalf of Bourner Bullock.

5

Staff numbers

The average number of persons employed by the Company (including the director) during the year, was 7 (2023 - 6).

6

Tangible assets

Plant and machinery
£

Total
£

Cost or valuation

At 1 January 2024

15,635

15,635

Additions

11,317

11,317

At 31 December 2024

26,952

26,952

Depreciation

At 1 January 2024

14,828

14,828

Charge for the year

2,514

2,514

At 31 December 2024

17,342

17,342

Carrying amount

At 31 December 2024

9,610

9,610

At 31 December 2023

808

808

 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

7

Debtors

Note

2024
£

(As restated)

2023
£

Amounts owed by Group undertakings and undertakings in which the Company has a participating interest

161,151

82,107

Prepayments

 

176,488

78,849

Other debtors

 

8,039

2,251

 

345,678

163,207

8

Creditors

Creditors: amounts falling due within one year

Note

2024
£

(As restated)

2023
£

Due within one year

 

Trade creditors

 

22,738

1,648

Amounts owed to Group undertakings and undertakings in which the Company has a participating interest

354,035

434,306

Taxation and social security

 

75,257

31,708

Other creditors

 

24,751

33,103

 

476,781

500,765

9

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

1

1

1

1

       

10

Dividends

Final dividends paid

2024
£

2023
£

Final dividend of £Nil per each Ordinary shares

-

-

 

 
 

HappySignals UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

11

Share based payments

HappySignals Oy (the parent company of HappySignals UK Ltd) operates an equity-settled, option plan for certain employees. The options issued under the plan have a five year vesting period with a one year cliff and a maximum term of 10 years after the date of issue.

12

Parent and ultimate parent undertaking

The parent of the smallest group in which these financial statements are consolidated is HappySignals OY, incorporated in Finland.

The address of HappySignals Oy is:.
Aleksanterinkatu 15 B, 00100 Helsinki.