Company No:
Contents
| DIRECTORS | E Coen (Resigned 14 January 2025) |
| E Nisselson | |
| S Talukdar | |
| J F Zijlstra (Appointed 08 April 2025) |
| SECRETARY | A McGurk |
| REGISTERED OFFICE | 99 Park Drive Milton Park |
| Abingdon | |
| OX14 4RY | |
| United Kingdom |
| COMPANY NUMBER | 12423953 (England and Wales) |
| ACCOUNTANT | S&W Partners LLP |
| 4th Floor EQ Building | |
| 111 Victoria Street | |
| Redcliffe | |
| Bristol | |
| BS1 6AX |
| Note | 31.12.24 | 31.12.23 | ||
| £ | £ | |||
| Fixed assets | ||||
| Tangible assets | 3 |
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| 316,554 | 396,274 | |||
| Current assets | ||||
| Stocks |
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| Debtors | 4 |
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| Cash at bank and in hand |
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| 1,340,792 | 1,984,150 | |||
| Creditors: amounts falling due within one year | 5 | (
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| Net current (liabilities)/assets | (978,868) | 1,821,905 | ||
| Total assets less current liabilities | (662,314) | 2,218,179 | ||
| Net (liabilities)/assets | (
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| Capital and reserves | ||||
| Called-up share capital | 6 |
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| Share premium account |
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| Profit and loss account | (
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| Total shareholders' (deficit)/funds | (
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Directors' responsibilities:
The financial statements of Gardin Ltd (registered number:
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S Talukdar
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.
Gardin Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 99 Park Drive Milton Park, Abingdon, OX14 4RY, United Kingdom.
The financial statements have been prepared in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The functional currency of Gardin Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
The statement of financial position is showing a net liabilities position of £662,314. Having considered the company forecasts and making enquiries, the directors have formed a judgement at the date of approving the financial statements that there is a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the approval and signing of these financial statements. The directors have given their assurance they will support the business during the next 12 months and therefore the accounts have been prepared on a going concern basis.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Where the fair value of goods and services received cannot be reliably estimated, profit or loss is charged with the fair value of the options at the date of grant over the vesting period.
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.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.
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 net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
| Fixtures and fittings |
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| Computer equipment |
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| Other property, plant and equipment |
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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.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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 from banks and other third parties, loans to related parties and investments in ordinary shares.
Convertible SAFE Notes are a financial instrument containing a future right to shares (see note 8).
Convertible SAFE notes are initially recognised at fair value and are subsequently re-measured at their fair value. Changes in the fair value of the Convertible SAFE notes are recognised in the profit and loss.
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as
an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Tax credits from qualifying research and development expenditure are recognised in the year of receipt.
| 31.12.24 | 31.12.23 | ||
| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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| Fixtures and fittings | Computer equipment | Other property, plant and equipment |
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| £ | £ | £ | £ | ||||
| Cost | |||||||
| At 01 January 2024 |
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| Disposals |
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| At 31 December 2024 |
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| Accumulated depreciation | |||||||
| At 01 January 2024 |
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| Charge for the financial year |
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| Disposals |
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| At 31 December 2024 |
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| Net book value | |||||||
| At 31 December 2024 |
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| At 31 December 2023 |
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| 31.12.24 | 31.12.23 | ||
| £ | £ | ||
| Trade debtors |
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| Prepayments |
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| VAT recoverable |
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| Other debtors |
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| 31.12.24 | 31.12.23 | ||
| £ | £ | ||
| Trade creditors |
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| Accruals and deferred income |
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| Other taxation and social security |
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| Other creditors |
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| 31.12.24 | 31.12.23 | ||
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| Allotted, called-up and fully-paid | |||
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| 225 | 220 |
All shares rank parri passu in respect of voting and dividend rights. In the event of distribution of capital, surplus assets remaining after payment of its liabilities would be paid as followed: Seed Preferred 1, Seed Preferred 2, Pre-Seed Preferred then Ordinary shares.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 31.12.24 | 31.12.23 | ||
| £ | £ | ||
| within one year |
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| between one and five years |
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EMI scheme for employees
The company operates an EMI qualifying share option scheme for employees of the company. Share options vest over a period of 4 years from the vesting commencement date or over a period of 4 years from the date of grant with a 12 month cliff. The share options have a maximum term of 10 years unless the conditions for an option to lapse stated in the option agreement are met earlier than the maximum term. The fair value of the share options has been calculated using the Black-Scholes valuation model.
During the period, the company granted no options (2023 - 91,000) and 24,569 (2023 - 17,076) options were exercised. Options totalling 13,101 (2023 - Nil) were forfeited and no options in either the current or prior period expired. At 31 December 2024 the total number of outstanding options in the EMI scheme was 195,952 (2023 - 233,622) of 37,670 (2023 - 17,076) shares were exercisable. No share based payment charge has been recognised in the profit and loss account for the period ending 31 December 2024 and its two previous financial periods on the basis of materiality
Unapproved scheme for employees
The company operates an unapproved share option scheme for employees of the company. Share options vest over a period of 4 years from the date of grant with a 12 month cliff. The share options do not have a maximum term and therefore will lapse at the earliest of the conditions stated in the option agreement being met. The fair value of the share options has been calculated using the Black-Scholes valuation model.
During the year, the company granted no options (2023 - Nil). No share options were vested, exercised, forfeited or expired in the current or previous financial period. At 31 December 2024, the total number of outstanding options in the unapproved scheme was 85,000 (2023 - 85,000) of which no shares were exercisable (2023 - Nil). No share based payment charge has been recognised in the profit and loss account for the period ending 31 December 2024 and its two previous financial periods on the basis of materiality.
Unapproved scheme for external consultants
The company operates an unapproved share option scheme for non-employees of the company. Share options vest over a period of 4 years from the vesting commencement date. The share options do not have a maximum term and therefore will lapse at the earliest of the conditions stated in the option agreement being met. The fair value of the services received could not be reliably estimated and therefore the fair value of the options at the date of grant has been used.
During the year, the company granted no options (2023 - 5,083) and 23,718 (2023 - Nil) share options were exercised. Options totalling 9,069 (2023 - 15,711) were forfeited and no options expired in the current or previous financial period. At 31 December 2024 the total number of outstanding options in the unapproved scheme was 42,788 (2023 - 75,575) of which 32,787 (2023 - 15,711) options were exercisable. No share based payment charge has been recognised in the profit and loss account for the period ending 31 December 2024 and its two previous financial periods on the basis of materiality
The company has carried forward tax losses of approximately £7,510,842 (2023 - £6,000,000) available for relief against future profits of the business. No deferred tax asset has been recognised on these losses.
Subsequent to the year end, on 14 January 2025, the company issued 981,399 Seed Preferred shares of £0.0001 each at a premium. The total consideration of £1,986,989 was received prior to the year end and was included within other creditors (note 7) as at 31 December 2024, pending the formal issue of the shares.