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Registration number: 13618974

Kepler Experience Limited

Unaudited Filleted Financial Statements

for the Year Ended 30 September 2024

 

Kepler Experience Limited

Contents

Company Information

1

Balance Sheet

2 to 3

Notes to the Unaudited Financial Statements

4 to 10

 

Kepler Experience Limited

Company Information

Directors

Darren Michael Lang

Chelsey Stein

Registered office

80-83 Long Lane
London
EC1A 9ET

Accountants

Carbon Accountancy Limited
Chartered Accountants80-83 Long Lane
London
EC1A 9ET

 

Kepler Experience Limited

(Registration number: 13618974)
Balance Sheet as at 30 September 2024

Note

2024
£

2023
£

Fixed assets

 

Tangible assets

4

525

787

Investments

5

1,000

1,000

 

1,525

1,787

Current assets

 

Debtors

6

75,509

45,043

Cash at bank and in hand

 

8,720

33,232

 

84,229

78,275

Creditors: Amounts falling due within one year

7

(414,552)

(408,604)

Net current liabilities

 

(330,323)

(330,329)

Net liabilities

 

(328,798)

(328,542)

Capital and reserves

 

Called up share capital

8

90

90

Capital redemption reserve

10

10

Retained earnings

(328,898)

(328,642)

Shareholders' deficit

 

(328,798)

(328,542)

For the financial year ending 30 September 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

 

Kepler Experience Limited

(Registration number: 13618974)
Balance Sheet as at 30 September 2024 (continued)

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 25 September 2025 and signed on its behalf by:
 

.........................................
Darren Michael Lang
Director

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
80-83 Long Lane
London
EC1A 9ET
United Kingdom

These financial statements were authorised for issue by the Board on 25 September 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Group accounts not prepared

Under s399 of the Companies Act 2006, the company is exempt from the requirement to prepare group accounts as the group headed by it is subject to the small companies regime.

Going concern

The financial statements have been prepared on a going concern basis.

The company has net liabilities of £328,798 (2023: £328,542). The company remains dependent on the support of startup funding which the directors expect to continue for the foreseeable future.

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024 (continued)

2

Accounting policies (continued)

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Office equipments

25% straight line

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024 (continued)

2

Accounting policies (continued)

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024 (continued)

2

Accounting policies (continued)

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 1 (2023 - 1).

4

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 October 2023

1,049

1,049

At 30 September 2024

1,049

1,049

Depreciation

At 1 October 2023

262

262

Charge for the year

262

262

At 30 September 2024

524

524

Carrying amount

At 30 September 2024

525

525

At 30 September 2023

787

787

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024 (continued)

5

Investments

2024
£

2023
£

Investments in subsidiaries

1,000

1,000

Subsidiaries

£

Cost or valuation

At 1 October 2023

1,000

Provision

Carrying amount

At 30 September 2024

1,000

At 30 September 2023

1,000

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Kepler Experience (PTY) Ltd

1 Sturdee Avenue
Rosebank
Johannesburg
Gauteng
2196

South Africa

Ordinary

100%

100%

Subsidiary undertakings

Kepler Experience (PTY) Ltd

The principal activity of Kepler Experience (PTY) Ltd is educational support services.

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024 (continued)

6

Debtors

Current

2024
£

2023
£

Trade debtors

75,183

44,046

Prepayments

250

-

Other debtors

76

997

 

75,509

45,043

7

Creditors

Creditors: amounts falling due within one year

2024
£

2023
£

Due within one year

Trade creditors

13,697

6,206

Taxation and social security

461

1,710

Accruals and deferred income

2,284

2,284

Other creditors

398,110

398,404

414,552

408,604

The Company entered into an Advance Subscription Agreement (ASA) under which it received funds in the following tranches: £244,960 on 25 July 2022; £83,150 on 11 July 2022; £70,000 on 23 July 2023. Under the terms of the ASA, the Conversion Price is defined as the lower of:

a) upon the unconditional completion of a New Financing Round or the unconditional completion of a Sale or IPO:
i) a 20% discount to the Subscription Price or the Exit Price (as applicable); and
ii) £2,265,500 divided by the number of Fully Diluted Shares,
or
b) with the conversion taking place automatically on the Longstop Date originally 31 December 2023 but the directors have extended the period for issuing the shares and expect it to be Q4 2025 ; or upon the occurrence of a Dissolution Event, the Conversion Price will be calculated as £2,265,500 divided by the number of Fully Diluted Shares.

The Advance Subscription Funds will automatically convert into ordinary shares at the relevant Conversion Price upon the occurrence of any of the above events.
 

 

Kepler Experience Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024 (continued)

8

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £0.00001 each

9,000,000

90

9,000,000

90

       

9

Related party transactions

Summary of transactions with subsidiaries


Under FRS 102, details are not given in respect of transactions entered into with subsidiaries as these are wholly owned by the company.