Registration number:
Honu Ai Limited
for the Period from 1 April 2024 to 31 December 2024
Honu Ai Limited
Contents
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Company Information |
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Balance Sheet |
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Notes to the Unaudited Financial Statements |
Honu Ai Limited
Company Information
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Director |
I Riachi |
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Registered office |
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Accountants |
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Honu Ai Limited
(Registration number: 13280184)
Balance Sheet as at 31 December 2024
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Note |
Dec 2024 |
Mar 2024 |
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Fixed assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
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( |
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Net (liabilities)/assets |
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Capital and reserves |
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Called up share capital |
8 |
8 |
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Share premium reserve |
2,249,516 |
2,246,964 |
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Retained earnings |
(2,342,555) |
(1,756,956) |
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Shareholders' (deficit)/funds |
(93,031) |
490,016 |
For the financial period ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Director's responsibilities:
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The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
Honu Ai Limited
(Registration number: 13280184)
Balance Sheet as at 31 December 2024
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been 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 director has not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
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Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
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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.
Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
Going concern
The Company is reporting net liabilities of £93,031 at the period end and it is therefore to consider the appropriateness of preparing the accounts on the going concern basis.
An entity prepares financial statements on a going concern basis when, under the going concern assumption, the entity is viewed as continuing in business for the foreseeable future.
The concept of going concern is an underlying assumption in the preparation of financial statements, hence it is assumed that the entity has neither the intention, nor the need, to liquidate or curtail materially the scale of its operations.
It is the opinion of the Honu Ai director and management team that Honu Ai is able to continue operations.
At present the cash needs of the company are being met in full by the support of a £750,000 convertible loan note subscription agreement that was entered into on the 25th of March 2024. The Loan Notes represent a direct and unsecured obligation of the Company and no interest will be payable on the loan notes. These loan notes have a maturity date of the 25th of March 2026.
In addition the company aims to raise a further £~4.5M from their seed round and are projecting to start having revenue during the 2025 financial year.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and 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
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 and deferred 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.
Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
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:
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Asset class |
Depreciation method and rate |
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Office equipment |
Straight line over 3 years |
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.
Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
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.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
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.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
Share based payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
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Staff numbers |
The average number of persons employed by the company (including the director) during the period, was
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Tangible assets |
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Furniture, fittings and equipment |
Total |
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Cost or valuation |
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At 1 April 2024 |
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At 31 December 2024 |
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Depreciation |
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At 1 April 2024 |
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Charge for the period |
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At 31 December 2024 |
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Carrying amount |
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At 31 December 2024 |
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At 31 March 2024 |
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Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
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Investments |
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Dec 2024 |
Mar 2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 April 2024 |
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Provision |
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Carrying amount |
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At 31 December 2024 |
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At 31 March 2024 |
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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:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2024 |
2024 |
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Subsidiary undertakings |
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28 Brock Street
England |
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Subsidiary undertakings |
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The Turtle Club Ltd The principal activity of The Turtle Club Ltd is |
The group qualifies as a small group in the period and under the Companies Act 2006 it is not required to prepare consolidated accounts. The company has chosen to apply this exemption.
Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
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Debtors |
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Note |
Dec 2024 |
Mar 2024 |
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Amounts owed by related parties |
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Other debtors |
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Prepayments |
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Deferred tax assets |
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Income tax asset |
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Creditors |
Creditors: amounts falling due within one year
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Note |
Dec 2024 |
Mar 2024 |
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Due within one year |
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Trade creditors |
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Social security and other taxes |
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- |
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Outstanding defined contribution pension costs |
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Other payables |
- |
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Accruals |
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Due after one year |
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Loans and borrowings |
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Creditors: amounts falling due after more than one year
Creditors include convertible debt of £750,000 (Mar 2024 - £750,000).
Honu Ai Limited
Notes to the Unaudited Financial Statements for the Period from 1 April 2024 to 31 December 2024
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Share capital |
Allotted, called up and fully paid shares
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Dec 2024 |
Mar 2024 |
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No. |
£ |
No. |
£ |
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5.88 |
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5.87 |
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2.15 |
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2.15 |
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0.45 |
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Loans and borrowings |
Non-current loans and borrowings
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Dec 2024 |
Mar 2024 |
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Convertible debt |
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Other borrowings
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Loan Notes 2024 is denominated in GBP£ with a nominal interest rate of 0%, and the final instalment is due on 25 March 2026. The carrying amount at period end is £750,000 (2024 - £750,000). The Company has resolved by a resolution of its Directors to create £750,000 of Loan Notes.
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