Registration number: 12430540

Happl Ltd

Contents

Company Information	1
Director's Report	2
Abridged Balance Sheet	3 to 4
Notes to the Unaudited Abridged Financial Statements	5 to 8

Happl Ltd

Company Information

Director

B Towers

Registered office

71-75 Shelton Street Covent Garden London WC2H 9JQ

Happl Ltd

Director's Report for the Year Ended 31 January 2026

The report and the abridged financial statements for the year ended 31 January 2026.

Director of the company

The director who held office during the year was as follows:

B Towers

Principal activity

The principal activity of the company is information technology consultancy activities.

Going concern

The company is funded by its parent undertaking, Happl Inc, which completed an £8.1 million Series A funding round after the reporting date. On that basis the director has not identified any material uncertainties about the company's ability to continue as a going concern for at least twelve months from the date of approval of these financial statements.

Small companies provision statement

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.

Approved and authorised by the director on 17 September 2026
 

......................................... B Towers Director

Happl Ltd

(Registration number: 12430540)
Abridged Balance Sheet as at 31 January 2026

	Note	2026 £	2025 £
Fixed assets
Tangible assets	5	19,736	12,510
Current assets
Debtors		197,888	55,826
Cash at bank and in hand		374,945	1,369,172
		572,833	1,424,998
Prepayments and accrued income		55,981	28,539
Creditors: Amounts falling due within one year		(127,093)	(49,179)
Net current assets		501,721	1,404,358
Total assets less current liabilities		521,457	1,416,868
Creditors: Amounts falling due after more than one year		(23,399)	(30,089)
Accruals and deferred income		(279,037)	(39,670)
Net assets		219,021	1,347,109
Capital and reserves
Called up share capital		1	1
Share premium reserve		859,286	859,286
Capital contribution reserve		3,153,259	3,153,259
Retained earnings		(3,793,525)	(2,665,437)
Shareholders' funds		219,021	1,347,109

For the financial year ending 31 January 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's 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 director acknowledges 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 in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

All of the company’s members have consented to the preparation of an Abridged Balance Sheet and have elected to take the option not to file the Profit and Loss Account in accordance with Section 444 of the Companies Act 2006

Happl Ltd

(Registration number: 12430540)
Abridged Balance Sheet as at 31 January 2026

Approved and authorised by the director on 17 September 2026
 

.........................................

B Towers

Director

Happl Ltd

Notes to the Unaudited Abridged Financial Statements for the Year Ended 31 January 2026

1	General information

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

The address of its registered office is:
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
England

These financial statements were authorised for issue by the director on 17 September 2026.

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 abridged 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 abridged 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.

Restatement of comparatives
The 2025 comparatives have been restated to show funds from the parent company as a capital contribution.

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

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.

Happl Ltd

Notes to the Unaudited Abridged Financial Statements for the Year Ended 31 January 2026

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
Furniture, fittings and equipment	20% straight line

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.

Borrowings

Happl Ltd

Notes to the Unaudited Abridged Financial Statements for the Year Ended 31 January 2026

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.

3	Staff numbers

The average number of persons employed by the company (including the director) during the year, was 13 (2025 - 8).

4	Loss before tax

Arrived at after charging/(crediting)

	2026 £	2025 £
Depreciation expense	5,058	2,081

Happl Ltd

Notes to the Unaudited Abridged Financial Statements for the Year Ended 31 January 2026

5	Tangible assets

	Furniture, fittings and equipment  £	Total £
Cost or valuation
At 1 February 2025	15,383	15,383
Additions	13,341	13,341
Disposals	(1,057)	(1,057)
At 31 January 2026	27,667	27,667
Depreciation
At 1 February 2025	2,873	2,873
Charge for the year	5,058	5,058
At 31 January 2026	7,931	7,931
Carrying amount
At 31 January 2026	19,736	19,736
At 31 January 2025	12,510	12,510

6	Related party transactions

Summary of transactions with parent

The debtors balance includes an intercompany loan of £929 to the parent company (31 January
2025: £0).

7	Non adjusting events after the financial period

After the reporting date the company's parent undertaking, Happl Inc, completed an £8.1 million Series A funding round, the proceeds of which are being made available to the company.