Silverfin false false 30/11/2024 01/12/2023 30/11/2024 Mr C Gauld 01/06/2025 Mr C T Hughes 26/11/2014 Mr I H Landsburgh 09/10/2019 Mr O O'Donnell 29/05/2024 01/06/2020 Mr M E Robinson 01/12/2022 19 June 2025 The principal activity of the Company continued to be that of research and development of innovative support applications and the sale of licenses to use our products. SC492052 2024-11-30 SC492052 bus:Director1 2024-11-30 SC492052 bus:Director2 2024-11-30 SC492052 bus:Director3 2024-11-30 SC492052 bus:Director4 2024-11-30 SC492052 bus:Director5 2024-11-30 SC492052 2023-11-30 SC492052 core:CurrentFinancialInstruments 2024-11-30 SC492052 core:CurrentFinancialInstruments 2023-11-30 SC492052 core:Non-currentFinancialInstruments 2024-11-30 SC492052 core:Non-currentFinancialInstruments 2023-11-30 SC492052 core:ShareCapital 2024-11-30 SC492052 core:ShareCapital 2023-11-30 SC492052 core:SharePremium 2024-11-30 SC492052 core:SharePremium 2023-11-30 SC492052 core:RetainedEarningsAccumulatedLosses 2024-11-30 SC492052 core:RetainedEarningsAccumulatedLosses 2023-11-30 SC492052 2022-11-30 SC492052 core:ComputerEquipment 2023-11-30 SC492052 core:ComputerEquipment 2024-11-30 SC492052 bus:OrdinaryShareClass1 2024-11-30 SC492052 2023-12-01 2024-11-30 SC492052 bus:FilletedAccounts 2023-12-01 2024-11-30 SC492052 bus:SmallEntities 2023-12-01 2024-11-30 SC492052 bus:AuditExemptWithAccountantsReport 2023-12-01 2024-11-30 SC492052 bus:PrivateLimitedCompanyLtd 2023-12-01 2024-11-30 SC492052 bus:Director1 2023-12-01 2024-11-30 SC492052 bus:Director2 2023-12-01 2024-11-30 SC492052 bus:Director3 2023-12-01 2024-11-30 SC492052 bus:Director4 2023-12-01 2024-11-30 SC492052 bus:Director5 2023-12-01 2024-11-30 SC492052 core:ComputerEquipment core:TopRangeValue 2023-12-01 2024-11-30 SC492052 2022-12-01 2023-11-30 SC492052 core:ComputerEquipment 2023-12-01 2024-11-30 SC492052 core:Non-currentFinancialInstruments 2023-12-01 2024-11-30 SC492052 bus:OrdinaryShareClass1 2023-12-01 2024-11-30 SC492052 bus:OrdinaryShareClass1 2022-12-01 2023-11-30 iso4217:GBP xbrli:pure xbrli:shares

Company No: SC492052 (Scotland)

ESTENDIO LTD

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2024
PAGES FOR FILING WITH THE REGISTRAR

ESTENDIO LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2024

Contents

ESTENDIO LTD

BALANCE SHEET

AS AT 30 NOVEMBER 2024
ESTENDIO LTD

BALANCE SHEET (continued)

AS AT 30 NOVEMBER 2024
Note 2024 2023
£ £
Fixed assets
Tangible assets 4 6,014 11,844
6,014 11,844
Current assets
Debtors 5 359,025 378,797
Cash at bank and in hand 614,311 430,243
973,336 809,040
Creditors: amounts falling due within one year 6 ( 156,487) ( 188,615)
Net current assets 816,849 620,425
Total assets less current liabilities 822,863 632,269
Creditors: amounts falling due after more than one year 7 ( 692,709) ( 648,994)
Net assets/(liabilities) 130,154 ( 16,725)
Capital and reserves
Called-up share capital 8 172 172
Share premium account 49,807 49,807
Profit and loss account 80,175 ( 66,704 )
Total shareholders' funds/(deficit) 130,154 ( 16,725)

For the financial year ending 30 November 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Estendio Ltd (registered number: SC492052) were approved and authorised for issue by the Board of Directors on 19 June 2025. They were signed on its behalf by:

Mr C T Hughes
Director
ESTENDIO LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2024
ESTENDIO LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Estendio Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is South Block Estendio Ltd, Po 1/13, 60-64 Osborne Street, Glasgow, G1 5QH, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors are encouraged by the progress the company has made in the last financial year. The highlight of the past year was the release of a new product late in 2024 which has exceeded the expectations of the directors. Over the coming year the company will continue to invest in further product enhancement enabling the company to secure increased value for its products. The company's continuing strategy has been successful as evidenced by the growth in sales and continuing profitability of the company.

The directors are cognisant of the current challenging environment but believe that both their original product and their 2024 new release are now even more relevant to the student population and other customers. The directors are therefore confident that the company can continue to achieve positive progress in the next financial period but are clearly mindful of the wider economic risks.

The directors have carefully considered the financial requirements of the business over the forthcoming twelve months having prepared detailed budgets and cashflow forecasts. The directors are confident that the projected growth is achievable.

The directors are therefore satisfied that on balance, and on the basis of the above assumptions, the company will have sufficient resources to meet its obligations as they fall due for at least 12 months from the date of approval of these financial statements. The directors therefore consider it appropriate to prepare the financial statements on a going concern basis.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received for services in the provision of app based support for accessible educational materials, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Employee benefits

Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless these costs are required to be recognised as part of the cost of stock or fixed assets.

Defined contribution schemes
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Share-based payment

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Impairment of assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

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.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors and bank loans 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 19 20

3. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for certain employees. Options are exercisable at a price as agreed at the date of grant.

Details of the share options outstanding during the financial year are as follows:

2024 2023
Weighted Average Weighted Average
Number of share options Average exercise price (£) Number of share options Average exercise price (£)
Outstanding at beginning of period 66,525 0.0001 74,977 0.0001
Granted during the period 15,950 0.0001 0 0
Expired during the period ( 5,913) 0.0001 ( 8,452) 0.0001
Outstanding at the end of the period 76,562 0.0001 66,525 0.0001
Exercisable at the end of the period 67,252 0.0001 16,285 0.0001

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Company recognised total expenses of £ 0 and £ 0 related to equity-settled share-based payment transactions in 2024 and 2023 respectively.

4. Tangible assets

Computer equipment Total
£ £
Cost
At 01 December 2023 33,546 33,546
Additions 810 810
Disposals ( 8,382) ( 8,382)
At 30 November 2024 25,974 25,974
Accumulated depreciation
At 01 December 2023 21,702 21,702
Charge for the financial year 6,509 6,509
Disposals ( 8,251) ( 8,251)
At 30 November 2024 19,960 19,960
Net book value
At 30 November 2024 6,014 6,014
At 30 November 2023 11,844 11,844

5. Debtors

2024 2023
£ £
Trade debtors 340,465 362,574
Other debtors 18,560 16,223
359,025 378,797

6. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 11,509 7,925
Other loans 7,597 32,622
Accruals 24,283 14,464
Other taxation and social security 113,098 133,604
156,487 188,615

7. Creditors: amounts falling due after more than one year

2024 2023
£ £
Convertible loan notes 692,709 641,397
Other creditors 0 7,597
692,709 648,994

Included within the balance sheet are convertible loan notes of £692,709 (2023 - £641,397). Each loan note has a nominal value of £1 and is automatically convertible into fully paid shares on the occurrence of one of the events outlined within the convertible loan instrument agreement. The loan notes accrue interest at a rate of 8% per annum, which is payable on the date of conversion. In accordance with accounting standards given the directors believe that the market rate of interest is immaterially different to the rate outlined in the convertible loan instrument agreement , no market value adjustments have been made to reflect the perceived higher interest rate that would have been charged on a similar loan without a convertible element. To this end, the convertible loan balance outstanding has not been discounted by the notional increase in interest and therefore no equity reserve is required.

8. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
1,724,676 Ordinary shares of £ 0.0001 each 172 172