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Mignon Technologies Ltd
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Notes to the financial statements - continued
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for the year ended 31 March 2025
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7
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Share capital
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At 31 March 2025, the company's allotted, issued and fully paid share capital was as follows:
• 1,073,914 Ordinary shares of £0.0001 each, total nominal value £107 (2024 - £78)
• 730,951 A Ordinary shares of £0.0001 each, total nominal value £73 (2024 - £Nil)
Aggregate nominal value at 31 March 2025: £180 (2024 - £78)
During the year, the company issued the following shares:
• On 19 September 2024, 4,000 Ordinary shares of £0.0001 each, having an aggregate nominal value
of £0.40, were allotted for an aggregate consideration of £20,000.
• On 30 December 2024, 233,892 Ordinary shares of £0.0001 each, having an aggregate nominal value
of £23.39, were issued following the conversion of £835,000 SAFE investments.
• On 30 December 2024, 56,022 Ordinary shares of £0.0001 each, having an aggregate nominal value
of £5.60, were allotted for an aggregate consideration of £199,999.
• On 30 December 2024, 666,666 A Ordinary shares of £0.0001 each, having an aggregate nominal
value of £66.67, were allotted for an aggregate consideration of £2,799,997.
• On 22 January 2025, 64,285 A Ordinary shares of £0.0001 each, having an aggregate nominal value
of £6.43, were allotted for an aggregate consideration of £269,997.
After the year end, the company issued the following shares:
• On 6 June 2025, 119,047 A Ordinary shares of £0.0001 each, having an aggregate nominal value of
£11.90, were allotted for an aggregate consideration of £499,997.
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8
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Share-based payment transactions
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Share options
During the year ended 31 March 2025, 210,000 share options were granted (2024 - Nil). None were
exercised during the period (2024 - Nil) and none were cancelled during the period (2024 - Nil). At the
end of the year, 210,000 share options remained outstanding (2024 - Nil).
The total charge for the year relating to employee share based payment plans was £468,047 (2024 -
£Nil) in accordance with the provisions of FRS 102 (Section 1A).
On 23 Aug 2024, the Company commenced the operation of an Enterprise Management Incentive
scheme (EMI). At 31 Mar 2025, 170,000 (2024 - Nil) EMI options remained in issue, these are included
in the 210,000 total options issued. These options have an exercise price of £0.0001 per share.
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9
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Simple Agreement for Future Equity
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The opening balance of the SAFE at 1 April 2024 was £760,000. During the year, the Company
received additional funding of £95,000 under a Simple Agreement for Future Equity (SAFE), bringing
the total balance to £855,000.
Under the terms of the SAFE, conversion into equity shares was triggered by a qualifying funding round
in which the Company raised at least £2,550,000. The conversion price was set at 85% of the lowest
share price in that round, subject to a valuation cap of £5,000,000. The agreement also included a
longstop date of 31 March 2025, at which point, in the absence of a qualifying funding event, conversion
would have been based on a valuation determined by the Board. There was no cash repayment
obligation attached to the SAFE.
At the reporting date, the qualifying funding round had been completed and all SAFE instruments,
totalling £855,000, were converted into equity shares. The amounts have been recognised in share
capital and share premium.
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6
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