| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Infinitopes Limited |
| REGISTERED NUMBER: |
| Unaudited Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Infinitopes Limited |
| Infinitopes Limited (Registered number: 13642685) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| Chartered Accountants' Report | 7 |
| Infinitopes Limited |
| Company Information |
| for the year ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Chartered Accountants |
| 2 Maple Court |
| Davenport Street |
| Macclesfield |
| Cheshire |
| SK10 1JE |
| Infinitopes Limited (Registered number: 13642685) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Share premium |
| Other reserves |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Infinitopes Limited (Registered number: 13642685) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Infinitopes Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The Directors have assessed the Company's financial position and forecast cash flows and acknowledge that, as at the date of signing, there exists a material uncertainty related to the sufficiency of cash reserves to fund operations for the next 12 months. The Company is actively engaged in a well-advanced Series A fundraising process, targeting £6-£10 million of funding, which is expected to provide the necessary capital to support ongoing operations and strategic development. Based on this assessment, and having considered the progress of the fundraising and other relevant factors, the Directors believe there is a reasonable expectation that the Company will secure adequate funding. Accordingly, the financial statements continue to be prepared on a going concern basis. Should the fundraising not complete as expected, or at all, there is a risk that the Company may need to seek alternative sources of finance or adjust its operational plans. The financial statements do not include any adjustments that would be required should the Company be unable to continue as a going concern. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Patents and licences are being amortised evenly over their estimated useful life of 10 years. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. |
| Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows. |
| Plant and machinery | 20% straight line |
| Fixtures and fittings | 33% straight line |
| Computer equipment | 33% straight line |
| Taxation |
| Taxation for the year 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 year 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. |
| 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. |
| Infinitopes Limited (Registered number: 13642685) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 the income statement in the period to which they relate. |
| Share capital |
| Ordinary shares are classed as equity. |
| Short term debtors and creditors |
| Short term debtors and creditors with no stated interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the Income Statement. |
| Cash and cash equivalents |
| Cash and cash equivalents includes cash in hand, cash held with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| Grant income |
| Income from grants is included to the extent of the expenditure incurred during the period and comprises grants recognised by the company, inclusive of irrecoverable value added tax. Grants not recognised in the period are included in creditors as deferred income. Where income from the grants is expected to be received by the company on expenditure incurred in the period such income is included in debtors as accrued income. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at 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. |
| Share based payments |
| Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the 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. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. A corresponding adjustment is made to equity. |
| Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the Income Statement. |
| The Company has no cash-settled arrangements. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| Infinitopes Limited (Registered number: 13642685) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 4. | INTANGIBLE FIXED ASSETS |
| Other |
| intangible |
| assets |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 5. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Other debtors |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Taxation and social security |
| Other creditors |
| Infinitopes Limited (Registered number: 13642685) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 8. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 9. | SECURED DEBTS |
| A fixed charge and negative pledge is in place with HSBC Innovation Banking. |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £0.00004 | 152 | 152 |
| Seed | £0.00004 | 144 | 144 |
| 296 | 296 |
| 11. | SHARE-BASED PAYMENT TRANSACTIONS |
| Certain employees participate in the Enterprise Management Incentives Scheme which provides additional remuneration for those employees who are key to the operations of the Company and meet the EMI eligibility criteria. The options are granted with a fixed exercise price, are exercisable on an Exit Event and expire ten years after the date of grant. Employees are not entitled to dividends until the shares are exercised. The company has the right to issue both EMI and non- EMI options.. |
| Vesting of the options is conditional upon the incidence of an Exit Event. |
| A reconciliation of share option movements over the year to 31 December 2024 is shown below: |
| Year ended 31 December 2024 |
No. | Weighted average exercise price£ |
| Outstanding at 1 December 2024 | - | - |
| Granted | 304,874 | 0.00004 |
| Forfeited | (48,780 | ) | (0.00004 | ) |
| Exercised | - | - |
| Expired | - | - |
| Outstanding at 31 December 2024 | 256,094 | 0.00004 |
| Exercisable at 31 December 2024 | 256,094 | 0.00004 |
| The company is unable to directly measure the fair value of employee services received. Instead, the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes similar to the key-employee scheme. The total charge for the year was £261,038. |
| Chartered Accountants' Report to the Board of Directors |
| on the Unaudited Financial Statements of |
| Infinitopes Limited |
| The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies. |
| In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Infinitopes Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us. |
| As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance. |
| This report is made solely to the Board of Directors of Infinitopes Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Infinitopes Limited and state those matters that we have agreed to state to the Board of Directors of Infinitopes Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Infinitopes Limited and its Board of Directors, as a body, for our work or for this report. |
| It is your duty to ensure that Infinitopes Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Infinitopes Limited. You consider that Infinitopes Limited is exempt from the statutory audit requirement for the year. |
| We have not been instructed to carry out an audit or a review of the financial statements of Infinitopes Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. |
| Chartered Accountants |
| 2 Maple Court |
| Davenport Street |
| Macclesfield |
| Cheshire |
| SK10 1JE |