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Registered number: 13898753
SIGNAPSE LTD
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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SIGNAPSE LTD
REGISTERED NUMBER: 13898753
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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SIGNAPSE LTD
REGISTERED NUMBER: 13898753
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 8 form part of these financial statements.
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SIGNAPSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Signapse Limited is a private company limited by shares and incorporated in England and Wales. Its registered office and trading adress is 40 Occam Road, Surrey Research Park, Guildford, GU2 7YG.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The financial statements have been prepared on the going concern basis which assumes that the Company will continue as a going concern for the foreseeable future. The trading losses reported are consistent with the Company's business plan.
Given the investment received to date, together with the development progress achieved, the directors have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for the foreseeable future and therefore continue to adopt the going concern basis.
Turnover comprises revenue from translation and interpretation services recognised by the Company exclusive of Value Added Tax.
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
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SIGNAPSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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SIGNAPSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.ACCOUNTING POLICIES (CONTINUED)
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TANGIBLE FIXED ASSETS (CONTINUED)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Short term debtors are measured at transaction price, less any impairment.
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 19 (2024 - 6).
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SIGNAPSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charge for the year on owned assets
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Investments in subsidiary companies
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SIGNAPSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Prepayments and accrued income
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Research and development tax credits
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Included within other creditors is a year end pension liability of £48,557 (2024: £1,057).
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SIGNAPSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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ALLOTTED, CALLED UP AND FULLY PAID
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154,387 (2024 - 134,755) Ordinary shares of £0.00001 each
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36,590 (2024 - NIL) Ordinary A shares of £0.00001 each
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On 02 April 2024, 5,285 Ordinary £0.00001 shares were issued for a total consideration of £149,037
On 04 April 2024, 14,347 Ordinary £0.00001 shares were issued for a total consideration of £397,084
On 08 April 2024, 36,590 Ordinary A £0.00001 shares were issued for a total consideration of £1,031,839
An amount of £1,560,284, being the difference between the total consideration of £1,577,960 less issue costs of £17,675 and the total nominal value of £1 for the shares issued, has been included in the share premium account.
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POST BALANCE SHEET EVENTS
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On 27 August 2025, 9,168 Ordinary £0.00001 shares and 4,640 Ordinary A £0.00001 were issued for total consideration of £506,066.
Under the terms of the SAFE, the investment amount will automatically convert into equity shares in the company upon the occurrence of a qualifying equity financing, defined as a fundraising of at least £2,000,000, at the lowest price per share paid by new investors in that round. If a liquidity or dissolution event occurs before such a financing, the Investor will be entitled to receive the investment amount (the “Cash-Out Amount”), ranking junior to creditors but on par with holders of other SAFEs and preferred shares. The SAFE carries no interest and has no maturity date or repayment obligation unless a liquidity or dissolution event occurs.
As at the reporting date, no equity financing, liquidity, or dissolution event had occurred, and accordingly, the SAFE remains outstanding. The instrument has been recognised as a financial liability at fair value.
The carrying value of the SAFE at year end was £77,563.
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