Startpulsing Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Startpulsing Limited is a private company, limited by shares, incorporated in England & Wales, registered number 07716920 . The registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

The presentation currency of the financial statements is the Pound Sterling (£).

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The Company is a parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the Company and not about its group.

2.2. Going Concern Disclosure

Whilst the business has been loss making in the financial year and the balance sheet presents a net liability position, the Directors regularly review the cash forecast and believe there is sufficient funds to pay liabilities as they fall due. As such, the Directors agree the going concern basis is the appropriate method to prepare these financial statements.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery

Straight line over 4 years

2.5. Leasing and Hire Purchase Contracts

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account as incurred.

2.6. 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement consitutes a financing transaction, where the transaction is measured at the present value if the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial instruments

...CONTINUED

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Startpulsing Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2024

2.6. Financial Instruments - continued

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitute and financing transaction, where the debt instrument is measured at the present value of 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 creditor 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 at amortised cost using the effective interest method.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.9. Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 8 (2023: 11)

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Startpulsing Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2024

4. Prior Period Adjustment

During the current year, the directors identified and corrected errors relating to previous financial periods. These adjustments have been reflected in the restated comparatives as at 31 July 2023.

1. Restatement of Opening Balances at 1 August 2022

The following prior period errors were identified in relation to the balance sheet as at 31 July 2022:

An understatement of accrued expenses
An incorrect allocation between retained earnings and share premium

The cumulative effect of these adjustments on the opening balances as at 1 August 2022 is summarised below:

Account	Adjustment (£)
Retained earnings	+£27,951
Accruals	+£72,386
Share premium	-£100,337

Net effect on total equity as at 31 July 2022 is a reduction of £72,386. The net impact on the profit and loss for the year ended 31 July 2022 is a reduction in loss of £27,951.

2. Restatement of Comparative Profit and Loss for the Year Ended 31 July 2023

A prior year adjustment was also made to reclassify £28,763 from salaries to a reduction in accruals, reducing administrative expenses accordingly.

The impact on the 2023 financial statements is summarised below:

Account	Adjustment (£)
Accruals	-£28,763
Salaries	-£28,763

The net impact on the profit and loss for the year ended 31 July 2023 is a reduction in loss of £28,763.

5. Tangible Assets

	Plant & Machinery
	£
Cost
As at 1 August 2023	52,852
Additions	862
Disposals	(2,328 )

As at 31 July 2024	51,386

Depreciation
As at 1 August 2023	39,568
Provided during the period	8,900
Disposals	(1,059 )

As at 31 July 2024	47,409

Net Book Value
As at 31 July 2024	3,977

As at 1 August 2023	13,284

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Startpulsing Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2024

6. Investments

	Subsidiaries
	£
Cost
As at 1 August 2023	43

As at 31 July 2024	43

Provision
As at 1 August 2023	-

As at 31 July 2024	-

Net Book Value
As at 31 July 2024	43

As at 1 August 2023	43

7. Debtors

	2024	2023 as restated
	£	£
Due within one year
Trade debtors	348,847	341,188
Amounts owed by group undertakings	-	20,586
Other debtors	120,739	214,942

	469,586	576,716

8. Creditors: Amounts Falling Due Within One Year

	2024	2023 as restated
	£	£
Trade creditors	378,191	185,959
Bank loans and overdrafts	10,289	10,648
Other loans	242,223	-
Amounts owed to group undertakings	106,865	-
Other creditors	1,627,216	1,396,407
Taxation and social security	339,038	89,548

	2,703,822	1,682,562

9. Creditors: Amounts Falling Due After More Than One Year

	2024	2023 as restated
	£	£
Bank loans	8,773	18,449
Other loans	57,853	-

	66,626	18,449

The other loans balance includes a convertible loan note which is measured at fair value through profit or loss using the effective interest rate method.

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Startpulsing Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2024

10. Related Party Transactions

Included in creditors falling due within one year, are amounts of £106,865 (2023:£20,586 due from) due to a subsidiary company OnePulse Inc. balances are incurred through operating cost recharges made at arms length throughout the year.

The company had the following loan balances outstanding with directors during the year:

£14,194 from director Mr C Gordon and £31,152 from director Mr M Billingsley, which are both unsecured, interest free, and repayable on demand
£70,000 from director Mr M Billingsley, which is unsecured, conducted at arm’s length terms, with interest accruing and periodic repayments made in line with agreed repayment schedules.

During the year, the company also issued convertible loan notes of £20,000 to director Mr C Gordon and £40,000 to director Mr M Billingsley. The notes are unsecured, interest-free, and convertible into equity at a 20% discount upon future sale of the Company. The balance outstanding at year end, meausred at fair value through profit and loss and effective interest, totals £34,712.

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		2024		2023 as restated
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		3,977		13,284
Investments	6		43		43

			4,020		13,327
CURRENT ASSETS
Debtors	7	469,586		576,716
Cash at bank and in hand		183,304		108,470

		652,890		685,186
Creditors: Amounts Falling Due Within One Year	8	(2,703,822 )		(1,682,562 )

NET CURRENT ASSETS (LIABILITIES)			(2,050,932 )		(997,376 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(2,046,912 )		(984,049 )

Creditors: Amounts Falling Due After More Than One Year	9		(66,626 )		(18,449 )

NET LIABILITIES			(2,113,538 )		(1,002,498 )

CAPITAL AND RESERVES
Called up share capital			3,105		3,105
Share premium account			10,885,373		10,885,373
Profit and Loss Account			(13,002,016 )		(11,890,976 )

SHAREHOLDERS' FUNDS			(2,113,538)		(1,002,498)