Calipsa Limited

	Page
Company Information	1
Directors' Report	2
Independent Auditor's Report	3—4
Profit and Loss Account	5
Balance Sheet	6
Statement of Changes in Equity	7
Notes to the Financial Statements	8—10

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Calipsa Limited

Company No. 10184514

Directors' Report For The Year Ended 31 December 2024

Directors' Report

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who held office during the year were as follows:

Ms Katherine Ann Maher

Ms Viviane Merendi Damiao

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Small Company Rules

This report has 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.

On behalf of the board

Ms Katherine Ann Maher

Director

13 October 2025

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Independent Auditor's Report

to the Members of

Calipsa Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Calipsa Limited for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes of Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 - Section 1A for Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to smaller entities; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Opinions on Other Matters Prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

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Independent Auditor's Report (continued)

to the Members of

Calipsa Limited

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying those members of the Company who have the primary responsibility for ensuring compliance with laws and regulations;
Enquiries with management, to understand managements’ approach to ensuring compliance with laws and regulations, and to obtain knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements;
Evaluating managements’ incentives and opportunities for manipulation of the financial statements (including management override of controls);
Testing journal entries and performing analytical procedures to identify any unusual transactions, or those outside the normal course of business, which may indicate risks of material misstatement due to fraud;
Testing of balances and transactions that are subject to estimation uncertainty by review of evidencesupporting the assumptions and judgements used, and determining whether those judgements used indicate potential bias;
Reading minutes of meetings of those charged with governance;
Review of legal expense accounts to identify spend which may be indicative of breaches of laws and regulations;
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with the provisions of laws and regulations described above.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use Of Our Report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Charlotte Ryan BSc FCA (Senior Statutory Auditor)

for and on behalf of Stewart & Co Accountants LLP , Statutory Auditor

13 October 2025

Stewart & Co Accountants LLP

Chartered Accountants

Knoll House

Knoll Road

Camberley

GU15 3SY

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Calipsa Limited

Profit and Loss Account

For The Year Ended 31 December 2024

Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER		2,352,924	2,135,284

GROSS PROFIT		2,352,924	2,135,284

Administrative expenses		(2,012,730 )	(3,736,508 )

OPERATING PROFIT/(LOSS)		340,194	(1,601,224 )
Other interest receivable and similar income		4,530	281
Interest payable and similar charges		(583 )	(10,983 )

PROFIT/(LOSS) BEFORE TAXATION		344,141	(1,611,926 )
Tax on Profit/(loss)		-	1,834

PROFIT/(LOSS) AFTER TAXATION BEING PROFIT/(LOSS) FOR THE FINANCIAL YEAR		344,141	(1,610,092 )

The notes on pages 8 to 10 form part of these financial statements.

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Calipsa Limited

Balance Sheet

As At 31 December 2024

Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS

CURRENT ASSETS
Debtors	4	1,328,430		671,631
Cash at bank and in hand		96,141		3,043,438

		1,424,571		3,715,069
Creditors: Amounts Falling Due Within One Year	5	(2,935,750 )		(5,570,389 )

NET CURRENT ASSETS (LIABILITIES)			(1,511,179 )		(1,855,320 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(1,511,179 )		(1,855,320 )

NET LIABILITIES			(1,511,179 )		(1,855,320 )

CAPITAL AND RESERVES
Called up share capital	6		180		180
Share premium account			6,247,067		6,247,067
Capital contribution			1,035,856		1,035,856
Profit and Loss Account			(8,794,282 )		(9,138,423 )

SHAREHOLDERS' FUNDS			(1,511,179)		(1,855,320)

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

On behalf of the board

Ms Katherine Ann Maher

Director

13 October 2025

The notes on pages 8 to 10 form part of these financial statements.

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Calipsa Limited

Statement of Changes in Equity

For The Year Ended 31 December 2024

Statement of Changes in Equity

	Share Capital	Share Premium	Capital contribution	Profit and Loss Account	Total
	£	£	£	£	£
As at 1 January 2023	180	6,247,067	1,035,856	(7,528,331 )	(245,228)
Loss for the year and total comprehensive income	-	-	-	(1,610,092 )	(1,610,092)

As at 31 December 2023 and 1 January 2024	180	6,247,067	1,035,856	(9,138,423 )	(1,855,320)


Profit for the year and total comprehensive income	-	-	-	344,141	344,141

As at 31 December 2024	180	6,247,067	1,035,856	(8,794,282 )	(1,511,179)

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Calipsa Limited

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Calipsa Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10184514 . The registered office is Nova South, 160 Victoria Street, London, SW1E 5LB.

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 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).

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis, notwithstanding the company’s net liabilities of £1,511,179 at the balance sheet date. The directors have assessed the company’s financial position and believe it is appropriate to prepare the financial statements on a going concern basis due to the ongoing financial support from its parent entity, Motorola Solutions, Inc. The parent entity has confirmed its intention to provide financial support to the company to ensure it can meet its liabilities as they fall due for at least the next 12 months from the date of approval of these financial statements.

2.3. Significant judgements and estimations

The preparation of financial statements in compliance with FRS 102 1A requires the use of certain critical accounting estimates if necessary. It also requires management to exercise judgement in applying the company accounting policies.

2.4. 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.

2.5. 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 a 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 constitutes a financing transaction, where the transaction is measured at the present value of 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

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 constitutes a 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 creditors 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.

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Calipsa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. 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.

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

3. Average Number of Employees

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

4. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	286,891	427,119
Amounts owed by group undertakings	856,865	-
Other debtors	184,674	244,512

	1,328,430	671,631

5. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	7,776	-
Amounts owed to group undertakings	2,842,738	5,499,285
Other creditors	52,230	71,104
Taxation and social security	33,006	-

	2,935,750	5,570,389

6. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	180	180

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Calipsa Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Related Party Transactions

Included in creditors, amounts due within one year, is £2,842,738 (2023: £5,499,285) owed to group undertaking. The amount is interest free and repayable on demand.

Included in debtors, amounts due within one year, is £856,865 (2023: £nil) owed by group undertaking. The amount is interest free and repayable on demand.

8. Ultimate Controlling Party

The immediate parent company is Motorola Solutions International Holding Limited, registered at Nova South, 160 Victoria Street, London, United Kingdom, SW1E SLB. At 31 December 2024, the ultimate parent company and controlling party is Motorola Solutions, Inc., incorporated in the USA at 500 West Monroe Street, Chicago, Illinois 60661.

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