Company No:
Contents
| Note | 2026 | 2025 | ||
| £ | £ | |||
| Fixed assets | ||||
| Tangible assets | 3 |
|
|
|
| 2,839 | 5,678 | |||
| Current assets | ||||
| Debtors | 4 |
|
|
|
| Cash at bank and in hand |
|
|
||
| 792,424 | 1,364,084 | |||
| Creditors: amounts falling due within one year | 5 | (
|
(
|
|
| Net current assets | 738,320 | 1,285,143 | ||
| Total assets less current liabilities | 741,159 | 1,290,821 | ||
| Net assets |
|
|
||
| Capital and reserves | ||||
| Called-up share capital | 6 |
|
|
|
| Share premium account |
|
|
||
| Other reserves | 10 |
|
|
|
| Profit and loss account | (
|
(
|
||
| Total shareholders' funds |
|
|
Directors' responsibilities:
The financial statements of Vesalic Limited (registered number:
|
Dr V Ricotti
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Vesalic Limited (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is Flat 2 Discovery Dock Apartments East, 3 South Quay Square, London, E14 9RU, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.
The company made a loss in the year of £1,687,753 and has net current assets of £738,320 and net assets of £741,159 at the year end, including £782,191 of cash reserves. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources, and access to additional funding if required, to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes valuation model. The fair value determined at the grant date is expensed over the vesting period in accordance with the vesting terms and based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Option arrangements are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes valuation model. The fair value determined at the grant date is expensed over the vesting period in accordance with the vesting terms and based on the estimate of shares that will eventually vest. Option arrangements that meet the requirements are classified within equity.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
| Computer equipment |
|
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.
Financial assets
Basic financial assets, including trade and other debtors are initially recognised at transaction price, 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, other than those held at fair value through the statement of income, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of income.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and 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.
Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
| 2026 | 2025 | ||
| Number | Number | ||
| Monthly average number of persons employed by the company during the year, including directors |
|
|
| Computer equipment | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 March 2025 |
|
|
|
| At 28 February 2026 |
|
|
|
| Accumulated depreciation | |||
| At 01 March 2025 |
|
|
|
| Charge for the financial year |
|
|
|
| At 28 February 2026 |
|
|
|
| Net book value | |||
| At 28 February 2026 | 2,839 | 2,839 | |
| At 28 February 2025 | 5,678 | 5,678 |
| 2026 | 2025 | ||
| £ | £ | ||
| Other debtors |
|
|
| 2026 | 2025 | ||
| £ | £ | ||
| Trade creditors |
|
|
|
| Other creditors |
|
|
|
|
|
|
| 2026 | 2025 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
|
|
|
|
|
|
|
|
|
|
| 14,855 | 13,801 |
The company operates a Company Share Option Plan under which certain employees of the company were granted share options under the terms of an approved Enterprise Management Incentive scheme. In the absence of observable market prices and market data, share options granted were valued at the fair value on the grant date using the Black Scholes valuation model and vest over a period of 3 years. The fair value of the options vested during the year is £9,906 and accordingly there is a share-based payment charge included in the profit and loss account in respect of these options.
At the start of the year there were 8,000 options outstanding with a weighted average exercise price of £7.44. During the year no (2025: 8,000) options were granted. All of these options were outstanding at year end with a weighted average exercise price of £7.44.
The share options can only be exercised if certain conditions are met on the event of a share sale, listing or other exit event of the company.
The company has granted call options under which investors of the company are permitted to buy shares in the company. In the absence of observable market prices and market data, share options granted were valued at the fair value on the grant date using the Black Scholes valuation model and vest over a period of 2 to 3 years. The share option arrangements meet the requirements to be classified as equity. The fair value of the options have been spread over the vesting period and the fair value recognised in the year is £83,306. Accordingly there is a finance cost included in the profit and loss account in respect of these options.
At the start of the year there were 52,819 options outstanding with a weighted average exercise price of £5.42. During the year 10,350 (2025: 52,819) options were granted with a weighted average exercise price of £8.67. All of these options were outstanding at year end with a weighted average exercise price of £5.95.
The share options can only be exercised if certain conditions are met on the event of a share sale, listing or other exit event of the company.
| 2026 | 2025 | ||
| £ | £ | ||
| Share-based payment reserve | 17,711 | 7,805 | |
| Option arrangement reserve | 156,548 | 73,242 | |
| Reserve for cash received from share issue after the balance sheet date | 0 | 785,150 | |
| 174,259 | 866,197 |