| REGISTERED NUMBER: |
| Financial Statements |
| for the period |
| 14 August 2023 to 31 December 2024 |
| for |
| Thetaray Private Limited |
| REGISTERED NUMBER: |
| Financial Statements |
| for the period |
| 14 August 2023 to 31 December 2024 |
| for |
| Thetaray Private Limited |
| Thetaray Private Limited (Registered number: 15070760) |
| Contents of the Financial Statements |
| for the period 14 August 2023 to 31 December 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| Thetaray Private Limited |
| Company Information |
| for the period 14 August 2023 to 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 1 Charterhouse Mews |
| London |
| EC1M 6BB |
| Thetaray Private Limited (Registered number: 15070760) |
| Balance Sheet |
| 31 December 2024 |
| Notes | £ |
| FIXED ASSETS |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 | ( |
) |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings | ( |
) |
| ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Thetaray Private Limited (Registered number: 15070760) |
| Notes to the Financial Statements |
| for the period 14 August 2023 to 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Thetaray Private Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| Basis of preparation |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
| Revenue recognition |
| Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the group and value added taxes.The group bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. |
| The group recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer, (b) the group retains no continuing involvement or control over the goods. (c) the amount of revenue can be measured reliably, (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the group's sales channels have been met. |
| Rounding basis and Currency |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Judgments in applying accounting policies |
| 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 date of the Statement of Financial Position and the amounts reported for revenues and expenses during the year. |
| Critical judgements in applying the entity's accounting policies |
| The members have not been required to make any other critical judgements in applying the accounting policies. |
| Critical accounting estimates and assumptions |
| The preparation of these financial statements in conformity with FRS requires management to make estimates and assumptions that affect the amounts reported the financial statements and accompanying notes in respect of revenues, expenses, assets and liabilities. |
| Management believes that the estimates utilised in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates. However, estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| Key estimates, assumptions and judgements that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are as follows: |
| a) Useful economic lives of non-financial assets |
| The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets.The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilization and the physical condition of the assets. |
| b) Impairment of debtors |
| Thetaray Private Limited (Registered number: 15070760) |
| Notes to the Financial Statements - continued |
| for the period 14 August 2023 to 31 December 2024 |
| The Members make an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. |
| c) Employee share options |
| The Company has used the Black Scholes valuation model to determine the fair value of the share-based. Any changes to volatility and assumptions made by management will impact the valuation. Please see note 11 for additional information. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Tangible fixed assets |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Thetaray Private Limited (Registered number: 15070760) |
| Notes to the Financial Statements - continued |
| for the period 14 August 2023 to 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Going concern |
| The company is reliant for its working capital on funds provided to it by the company's ultimate parent undertaking, ThetaRay LTD, who has confirmed that it will continue to make such funds available to the Company for a period of 12 months from the date of approval of these financial statements and, in particular, will not seek repayment of the amounts currently made available. This should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due. |
| As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, he has no reason to believe that it will not do so. On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis. |
| Trade and other debtors |
| Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses. |
| Cash and cash equivalents |
| In the company's financial statements, cash and cash equivalents includes cash on hand and deposits held with banks. |
| Trade and other creditors |
| Trade and other creditors are obligations to pay for services that have been acquired in the ordinary course of business and are measured at historical cost. Accrued expenses are recognised when the amount can be measured reliably. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the period was |
| 4. | AUDITORS' REMUNERATION |
| £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
10,000 |
| 5. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| Charge for period |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| Thetaray Private Limited (Registered number: 15070760) |
| Notes to the Financial Statements - continued |
| for the period 14 August 2023 to 31 December 2024 |
| 6. | DEBTORS |
| £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| 9. | RELATED PARTY DISCLOSURES |
| At the balance sheet date included within Other Debtors is a balance of £403,982 due from ThetaRay LTD, the parent company. |
| At the balance sheet date included within Other Creditors is a balance of £298,238 due to ThetaRay INC, a group company. |
| All related party balances are interest free and repayable on demand. |
| 10. | ULTIMATE CONTROLLING PARTY |
| The controlling party is ThetaRay Ltd. |
| There is no ultimate controlling party. |
| Thetaray Private Limited (Registered number: 15070760) |
| Notes to the Financial Statements - continued |
| for the period 14 August 2023 to 31 December 2024 |
| 11. | SHARE-BASED PAYMENT |
| The Company operates an equity-settled share-based compensation plan for certain employees under which the entity receives services from employees as consideration for equity options instruments (share options) of the Company. The fair value of the employees services received in exchange for the grant of options is expensed on the liability basis each year, based on the Company's estimate of shares that will eventual vest and the value of the share price as at year-end. |
| The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. The fair value of awards granted under the scheme is measured using a Black Scholes model. Non-marketing vesting conditions are included in assumptions about the number of options that are expected to vest. At each Statement of Financial Position date, the entity revises its estimates of the number of options that are expected to vest, with any changes in estimate recognised in the income statement, with a corresponding adjustment in equity. |
| The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. |
| Movements in the number of outstanding conditional awards of shares currently exercisable are as follows: |
| 2024 |
| Average exercise price per share option | Number of options |
| As at 14 August |
| Granted during the period | $0.2033 | 7,439,266 |
| Exercised during the year | - |
| Forfeited during the year | - |
| 7,439,266 |
| Vested and exercisable | 2,944,448 |
| No options expired during the periods covered by the above tables. |
| Fair value of options granted |
| The average fair value at grant date of options granted during the year ended 31 December 2024 |
| was $0.09 per option. The fair value at grant date is independently determined using the Black Scholes option pricing formula. |
| Thetaray Private Limited (Registered number: 15070760) |
| Notes to the Financial Statements - continued |
| for the period 14 August 2023 to 31 December 2024 |
| Expenses arising from share-based payment transactions |
| Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: |
| 2024$ |
| Options issued under employee option plan | 199,915 |
| 199,915 |
| The following tables list the inputs to the models used for the plans for the years ended 31st December 2024. |
| 2024 |
| Weighted average fair values at the measurement date | $0.16 |
| Dividend yield | - |
| Expected volatility | 57.27% |
| Risk-free interest rate | 4.12% |
| Expected life of share options | 6.35 years |
| Weighted average exercise price | $0.2033 |
| Model used | Black Scholes |