Caseware UK (AP4) 2024.0.164 2024.0.164 2024-03-312024-03-31truetruetruetruetrue2023-04-01falsedescription1210truetrue 12535062 2023-04-01 2024-03-31 12535062 2022-04-01 2023-03-31 12535062 2024-03-31 12535062 2023-03-31 12535062 c:Director1 2023-04-01 2024-03-31 12535062 c:Director2 2023-04-01 2024-03-31 12535062 c:Director3 2023-04-01 2024-03-31 12535062 c:RegisteredOffice 2023-04-01 2024-03-31 12535062 d:CurrentFinancialInstruments 2024-03-31 12535062 d:CurrentFinancialInstruments 2023-03-31 12535062 d:Non-currentFinancialInstruments 2024-03-31 12535062 d:Non-currentFinancialInstruments 2023-03-31 12535062 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 12535062 d:CurrentFinancialInstruments d:WithinOneYear 2023-03-31 12535062 d:Non-currentFinancialInstruments d:AfterOneYear 2024-03-31 12535062 d:Non-currentFinancialInstruments d:AfterOneYear 2023-03-31 12535062 d:ShareCapital 2024-03-31 12535062 d:ShareCapital 2023-03-31 12535062 d:SharePremium 2024-03-31 12535062 d:SharePremium 2023-03-31 12535062 d:RetainedEarningsAccumulatedLosses 2024-03-31 12535062 d:RetainedEarningsAccumulatedLosses 2023-03-31 12535062 c:FRS102 2023-04-01 2024-03-31 12535062 c:AuditExempt-NoAccountantsReport 2023-04-01 2024-03-31 12535062 c:FullAccounts 2023-04-01 2024-03-31 12535062 c:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 12535062 6 2023-04-01 2024-03-31 iso4217:GBP xbrli:pure

Registered number: 12535062









GENTIAN LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MARCH 2024

 
GENTIAN LIMITED
 
 
COMPANY INFORMATION


Directors
Karen Day 
Thomas Fenal 
Daniel White 




Registered number
12535062



Registered office
3rd Floor Waverley House
7-12 Noel Street

London

W1F 8GQ




Accountants
Ecovis Wingrave Yeats UK Limited
Chartered Accountants

Waverley House

7-12 Noel Street

London

W1F 8GQ





 
GENTIAN LIMITED
 

CONTENTS



Page
Statement of Financial Position
1 - 2
Notes to the Financial Statements
3 - 9


 
GENTIAN LIMITED
REGISTERED NUMBER: 12535062

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 5 
68
68

  
68
68

Current assets
  

Debtors: amounts falling due within one year
 6 
203,692
37,695

Cash at bank and in hand
  
430,443
79,275

  
634,135
116,970

Creditors: amounts falling due within one year
 7 
(300,449)
(28,984)

Net current assets
  
 
 
333,686
 
 
87,986

Total assets less current liabilities
  
333,754
88,054

Creditors: amounts falling due after more than one year
 8 
-
(76,600)

  

Net assets
  
333,754
11,454


Capital and reserves
  

Called up share capital 
  
46
10

SAFE and ASA agreements
  
989,335
50,648

Profit and loss account
  
(655,627)
(39,204)

  
333,754
11,454


Page 1

 
GENTIAN LIMITED
REGISTERED NUMBER: 12535062
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 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 on 26 March 2025.

Karen Day
Director

The notes on pages 3 to 9 form part of these financial statements.

Page 2

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Gentian Limited is a private company limited by shares, domiciled in England and Wales,
registration number 12535062. The registered office is 3rd Floor Waverley House, 7-12 Noel Street, London W1F 8GQ.

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.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.



Page 3

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

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

Rendering of services

Revenue 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 revenue 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.

Page 4

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that 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.

 
2.7

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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 income.

Research and Development
The recognition of Research and Development (R&D) tax credits is based on the eligible R&D expenses incurred. The amount recognised is measured at the value the company expects to receive, considering the conditions attached and any uncertainties regarding the final amount.

Page 5

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

  
2.12

Going Concern

The financial statements have been prepared on a going concern basis. The directors have
considered the future funding requirements of the business and, based on management forecasts,
have concluded that the Company will have sufficient funds to ensure that it can meet its financial
liabilities as and when they fall due, for a period of at least 12 months from the date of signing these
financial statements. In reaching this conclusion the directors have confirmed the support of the
parent undertaking.

  
2.13

SAFE/ASA agreements

During the year under review, as part of our capital raising activities, the Company executed several SAFE/ASA agreements with accredited investors and strategic partners. SAFE/ASA agreements are financial instruments that allow the Company to secure investment from these stakeholders while postponing the determination of the valuation and price per share until a future equity financing round or designated liquidity event.
As of the balance sheet date, the SAFE/ASA agreements are recognised and measured as Equity Instruments. SAFE/ASA agreements that meet the criteria for equity classification are recognized as a SAFE/ASA equity on the balance sheet. No interest expense is recorded in connection with these agreements, and the conversion feature is not separately accounted for. Upon occurrence of a triggering event, the SAFE/ASA agreements may convert into equity at the predetermined conversion terms.

Page 6

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Exemption from Consolidated Financial Statements

Under the Companies Act 2006 section 399 and the Financial Reporting Standard FRS 102, a group of companies must produce consolidated financial statements. However if the group has a Turnover, Gross Assets and number of Employees below the thresholds, then the UK Company can take the Consolidated Financial Statement exemption. 


4.


Employees

The average monthly number of employees, including directors, during the year was 12 (2023 - 10).


5.


Fixed asset investments





Unlisted investments

£



Cost or valuation


At 1 April 2023
68



At 31 March 2024
68




The investment refers to the holding of shares in the US subsidiary Gentian Technologies INC. As at March 31 2024, based on available accounting records Gentian Technologies INC's "Capital and Reserves" are £428,052 (2023: £80,629).

Page 7

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Debtors

2024
2023
£
£


Trade debtors
38,154
4,800

Other debtors
9,217
251

Prepayments and accrued income
6,748
868

Tax recoverable
149,573
31,776

203,692
37,695



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
14,949
3,072

Amounts owed to group undertakings
76,521
-

Other taxation and social security
-
9,852

Other creditors
18,787
15,410

Accruals and deferred income
190,192
650

300,449
28,984



8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
-
76,600

-
76,600



9.


Pension commitments

The Company operates a defined contributions 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 £7,663 (2023 - £1,967). Contributions totalling £1,437 (2023 - £816) were payable to the fund at the reporting date and are included in creditors.

Page 8

 
GENTIAN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Related party transactions

At the balance sheet date, the company owed its subsidiary registered in the USA, Gentian Technologies INC £76,521 (2023: £76,600).The amount owed to the subsidiary is an unsecured and interest free loan.
This has no fixed date of repayment and is repayable on demand.


11.


Controlling party

The ultimate controlling party is Mr D White.

 
Page 9