Company registration number 11000361 (England and Wales)
VS LABS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
VS LABS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
VS LABS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
100
100
Current assets
Debtors
5
250,506
756,487
Cash at bank and in hand
14,070
9,852
264,576
766,339
Creditors: amounts falling due within one year
6
(203,207)
(189,282)
Net current assets
61,369
577,057
Total assets less current liabilities
61,469
577,157
Creditors: amounts falling due after more than one year
7
(5,958,561)
(5,347,493)
Net liabilities
(5,897,092)
(4,770,336)
Capital and reserves
Called up share capital
1,000
1,000
Profit and loss reserves
(5,898,092)
(4,771,336)
Total equity
(5,897,092)
(4,770,336)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has 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 29 April 2025 and are signed on its behalf by:
Mr A Korff
Director
Company registration number 11000361 (England and Wales)
VS LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
VS Labs Limited is a private company limited by shares incorporated in England and Wales. The registered office is 30 Moorgate, London, England, EC2R 6PJ.
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.
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.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
VS Labs Limited is a wholly owned subsidiary of Validsoft Limited, a company incorporated in the Republic of Ireland and the results of VS Labs Limited are included in the consolidated financial statements of its ultimate parent company VSFT Holdings Inc, a company incorporation in the United States of America which are available from 100 Pearl Street, 14th floor, Hartford CT 06103, USA.
VS LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.2
Going concern
VS Labs Ltd undertakes research and development work on behalf of both its immediate parent company Validsoft Ltd, based in the Republic of Ireland and its ultimate parent company, VSFT Holdings Inc. (‘VSFT’) based in the US. VS Labs Ltd is financially supported by VSFT both directly and via Validsoft Ltd. VS Labs Ltd made a loss before tax of £1.3m in the year and expects to remain loss making for 2025. As at year end, the company's Balance Sheet has a net liability of £5.89m.
VSFT has undertaken to provide continued financial support to enable the company to meet its financial obligations for the foreseeable future, being of at least 12 months from the date of approval of the financial statements. Both VSFT and Validsoft Ltd will not demand repayment of the amounts owed at 31 December 2024 until such time as VS Labs Ltd has the financial ability to do so without adversely affecting its day-to-day financial commitments.
VSFT is engaged with existing and new investors as well as commercial partners to secure both investment and close commercial contracts to deliver increased operating stability and profitability. In the short-term, VSFT is soliciting investment from existing shareholders to cover the monthly cash requirements of VS Labs Ltd and its own expenses.
Two of the more significant projects in the pipeline are as follows:
- VSFT is in advance negotiations to secure a joint venture (‘JV’) with Hinduja Global Services (‘HGS’) group, a global business process outsourcing company. This JV, if secured, is expected to drive material new revenues for VSFT.
- VSFT is in advance negotiations with RingCentral, one of the world’s largest contact centre vendors, which if secured would lead to the deployment of VSFT’s technology to RingCentral’s substantial customer base.
In addition to the above, VSFT, is in talks with Verizon, a large US telecoms operator and General Motors to provide significant new projects, which will generate significant revenue to VSFT.
Despite VSFT’s supportive shareholder base and imminent new business partnerships coming onstream, the director concludes that the circumstances outlined above represent a material uncertainty that cast a significant doubt upon the company’s ability to continue as a going concern and that the company may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the director has a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
VS LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.4
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.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
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.
1.7
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.
VS LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
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.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable or recoverable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit 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 reporting end date.
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
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
VS LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
11
11
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
100
100
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
174,983
233,691
Amounts owed by group undertakings
44,787
511,112
Other debtors
30,736
11,684
250,506
756,487
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
115,160
97,642
Taxation and social security
39,911
42,141
Other creditors
48,136
49,499
203,207
189,282
The bank has a fixed charge on the business credit card facility.
VS LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
5,958,561
5,347,493
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Mr Marc Jason
Statutory Auditor:
AEL Markhams Ltd
Date of audit report:
29 April 2025
9
Parent company
The company was ultimately controlled as at the balance sheet date by VSFT Holdings Inc, a company incorporated in the United States of America; by virtue of that company wholly owning Validsoft Limited, a company incorporated in the Republic of Ireland, which is the parent company of VS Labs Limited.
10
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.