YOSPACE_ENTERPRISES_LIMIT - Accounts

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2018 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Yospace Enterprises Limited is a private company limited by shares incorporated in England and Wales. The registered office is Church House, 18-20 Church Street, Staines-Upon-Thames, Middlesex, TW18 4EP.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

A loss has been made this year and the group balance sheet is in a net negative position. This is due to the EMI share options having crystallised in the year due to a sale of the group after year end. This company is assessed to be a going concern as these crystallised costs will be funded by this sale in the period following this year end.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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 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, 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.

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, 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 the future receipts 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.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

For cash-settled share-based payments, a liability is recognised measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

Details of the company's subsidiaries at 31 December 2018 are as follows:

Other creditors include £143,040 (2017 - £355,391) in respect of investment loan and £53,301 (2017 - £132,047) in respect of loan notes to directors and shareholders. Included is £7,115 (2017 - £83,606) of accrued interest on these loans.

The rate of interest applicable to the principal sum in respect of these loans is 7.5%, calculated on a daily basis. Any unpaid interest will be capitalised and added to principal sum. The loans started to be repaid from July 2016 for the interest element and the capital element and will be fully repaid by January 2019.

These creditors are secured on the assets of Yospace Technologies Limited. In addition, the investment loan is also secured by a fixed and floating charge over the undertaking and all property and assets present and future.

The company participates in an approved EMI share option scheme for key employees. Under this scheme share options are granted over certain of Yospace Enterprises Limited's non-redeemable ordinary shares of 0.1p each for nil cost at exercise prices of between £0.22 and £0.37, agreed with HMRC as the Actual Market Value of each share at the grant date.

Under the rules of the scheme, share options only become exercisable upon an exit event. An exit event is defined as the sale or transfer of the whole of the undertaking or assets of the company and its subsidiaries.

A separate approved EMI share option scheme has been set up over Yospace Enterprises Limited's non-redeemable Ordinary B shares of 0.1p each, exercisable at par. 450,000 options have been granted to date and 450,000 of these have vested at year end.

If the share options remain unexercised after a period of ten years from the date of grant the share options will automatically lapse and cease to be exercisable. In the event that an employee leaves the employment of the company or its group, for whatever reason (including death), all share options are forfeited immediately. All share options granted are non-assignable under the rules of the scheme and any ordinary shares ultimately acquired on the exercise of a share option are subject to certain restrictions as stipulated in the company's articles of association.

Due to an exit event occurring after year end, the options have been valued using that share sale as the year end market value.

The ordinary shares and ordinary 'A' shares rank pari passu in all aspects except that ordinary 'A' shares will be entitled to first draw on the dividend, at the prescribed percentage stated in the company's Articles of Association.

The following amounts were outstanding at the reporting end date:

The parent company of Yospace Enterprises Limited is Spotx Limited. The entire share capital of Yospace Enterprises Limited was purchased by Spotx Limited on 1 February 2019.