Company registration number 12402103 (England and Wales)
YST HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
YST HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
YST HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
3
800,055
800,055
Current assets
Debtors
4
1,229,941
217,235
Cash at bank and in hand
100,100
101
1,330,041
217,336
Creditors: amounts falling due within one year
5
(54)
(10,054)
Net current assets
1,329,987
207,282
Net assets
2,130,042
1,007,337
Capital and reserves
Called up share capital
7
169
108
Share premium account
1,319,666
207,230
Other reserves
8
799,999
799,999
Profit and loss reserves
10,208
Total equity
2,130,042
1,007,337
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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 member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 28 July 2025 and are signed on its behalf by:
C Thompson
Director
Company registration number 12402103 (England and Wales)
YST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
YST Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 Coventry Innovation Village, Cheetah Road, Coventry, CV1 2TL.
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.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Interests in subsidiaries 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.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks. Bank overdrafts are shown within borrowings in current liabilities.
1.5
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.
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
YST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.6
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.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
1.9
Share-based payments
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 EV/EBITDA 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.
YST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
4
2
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
800,055
800,055
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
5,774
Amounts owed by group undertakings
1,227,968
211,461
Other debtors
1,973
1,229,941
217,235
5
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
54
54
Other creditors
10,000
54
10,054
There is a charge registered at Companies House dated 19 February 2020 which contains a fixed and floating charge over the assets of this company and You. Smart. Thing. Limited, a subsidiary company.
6
Share-based payment transactions
Certain employees of the group participate in an Enterprise Management Incentive Scheme. Options have been granted over shares in the company with a fixed exercise price. There is no vesting period but the occurrence of specific events is attached to the options.
The employees are required to adhere to certain conditions until exercise, otherwise the options lapse. Options also lapse at the earlier of the sale of the company or after 10 years of the date of grant.
YST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Share-based payment transactions
(Continued)
- 5 -
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
25,000
5,000
0.0001
0.0001
Granted
-
22,500
0.0001
0.0001
Expired
-
0.0001
0.0001
Outstanding at 31 December 2024
25,000
25,000
0.0001
0.0001
Exercisable at 31 December 2024
-
Included in the options outstanding at 31 December 2024 are the following:
2,500 with an exercise price of £0.0001 and a remaining contractual life of 6.75 years;
22,500 with an exercise price of £0.0001 and a remaining contractual life of 8.75 years.
The options brought forward at 1 January 2023 were subdivided with an exercise price of £0.0001.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £- (2023 - £3) which related to equity settled share based payment transactions.
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,394,662
-
139.47
-
A Ordinary shares of 0.01p each
271,858
37,755
27.18
3.78
B Ordinary shares of 0.01p each
-
37,500
-
3.75
C Ordinary shares of 0.01p each
-
653,946
-
65.39
D Ordinary shares of 0.01p each
25,000
25,000
2.50
2.50
C1 Ordinary shares of 0.01p each
-
20,000
-
2.00
C2 Ordinary shares of 0.01p each
-
15,000
-
1.50
C3 Ordinary shares of 0.01p each
-
15,000
-
1.50
E Ordinary shares of 0.01p each
-
225,510
-
22.55
E1 Ordinary shares of 0.01p each
-
20,000
-
2.00
E2 Ordinary shares of 0.01p each
-
30,000
-
1.50
E3 Ordinary shares of 0.01p each
-
30,000
-
1.50
1,691,520
1,079,711
169.15
107.97
YST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Called up share capital
(Continued)
- 6 -
The following transactions in the company shares subsisted in the prior period:
Issue of 16,446 C Ordinary shares of £0.0001 each
Issue of 12,755 A Ordinary shares of £0.0001 each
The following transactions in the company shares subsisted in the period:
2 April 2024 - Allotment of 271,858 A Ordinary Shares at a nominal value of £0.0001 each, paid £1.83
2 April 2024 - Allotment of 483,605 Ordinary Shares at a nominal value of £0.0001 each, paid £1.83
2 April 2024 - Allotment of 3,887 Ordinary Shares at a nominal value of £0.0001 each, paid £0.0001
2 April 2024 - Statement of capital following allotment of shares GBP 169.1520
17 April 2024 - Variation of rights attached to shares
17 April 2024 - Change of share class name or designation to Ordinary Shares
8
Other reserves
Other reserves represents a Merger Reserve when the company acquired the entire share capital of You. Smart. Thing. Ltd. in a share for share exchange transaction.
9
Related party transactions
The company has taken advantage of the exemption under the terms of FRS102 not to disclose related party transactions with wholly owned group companies.