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Cybsafe Ltd
Registered number: 09642350
Information for filing with the registrar
For the year ended 30 June 2022
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CYBSAFE LTD
REGISTERED NUMBER: 09642350
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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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 statement of comprehensive income 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:
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CYBSAFE LTD
REGISTERED NUMBER: 09642350
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2022
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CYBSAFE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
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Comprehensive loss for the year
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Other comprehensive loss for the year
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Total comprehensive loss for the year
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Total transactions with owners
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Comprehensive loss for the year
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Other comprehensive loss for the year
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Total comprehensive loss for the year
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Total transactions with owners
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The notes on pages 4 to 17 form part of these financial statements.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Cybsafe Ltd is a private company limited by shares, incorporated and registered in England and Wales. The company registration number is 09642350. The address of the registered office of the Company is 5 New Street Square, London, EC4A 3TW.
Cybsafe Ltd is a 100% owned subsidiary of Cybsafe Holdings Limited, the ultimate parent, registered and domiciled in the United Kingdom.
The Company’s principal activity during the year has been the continued development, marketing and sales of an online cyber security awareness platform.
On 14 November 2022, the Company changed its registered office address from Windmill Hill Business Park, Whitehall Way, Swindon SN5 6QR to 5 New Street Square, London, EC4A 3TW.
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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements have been presented in Pounds Sterling and are rounded to the nearest pound as this is the currency of the primary economic environment in which the Company operates.
The following principal accounting policies have been applied:
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
The Company’s principal activity during the year has been, and continues to be, the continued development, marketing and sales of an online cyber security awareness platform.
In preparing these financial statements, the Directors have considered the following matters and have taken into account the uncertainty created by macroeconomic conditions:
∙The level of liquid resources, including cash and cash equivalents, as at the balance sheet date and up to the point of approval of the financial statements;
∙The potential impact of downside scenarios on revenue, assets, and costs, including potential management actions to mitigate against the impact of worsening macroeconomic conditions.
∙The effectiveness of the Group’s operational resilience. The Group’s business and pricing model are robust and have been tested during the COVID-19 pandemic; and
∙Consideration of the going concern assessment of the parent company, Cybsafe Holdings Ltd.
Based on a review of the above factors, the Board is satisfied that the Company has and will maintain sufficient resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements.
The ultimate parent of the company, Cybsafe Holdings Limited, has confirmed that it will continue to support the company for a period of at least twelve months from the date of signature of this report, to ensure that the company will be able to meet its obligations to creditors as they fall due, and that the company will have sufficient funds to continue in operational existence for this time.
Accordingly, the financial statements have been prepared on a going concern basis and in accordance with Section 1A of Financial Reporting Standard 102: The Financial Reporting Standard applicable in the UK and Republic of Ireland.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation 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 Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in Statement of Comprehensive Income within 'administrative expenses'.
Turnover is recognised over the term of the contract agreement to the extent that the Company obtains the right to consideration exchanged for its performance. Turnover is measured at fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty. The following criteria must also be met before revenue is recognised:
∙the service has been delivered;
∙there is no known credit risk;
∙the term of the contract has been agreed so the turnover can be recognised in equal instalments over its duration in case of licenses; and
∙for non-licenses turnover, the service delivery milestones are known and the turnover can be recognised once each project stage has been completed.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
The UK government has offered a range of financial support packages to help companies, including government backed financing arrangements, furlough schemes, deferment of VAT payments and, for some sectors, business rates holidays. Of the offered schemes, the Company has taken advantage of Coronavirus Job Retention Scheme (CJRS). This has been accounted for as a government grant under the accruals model as permitted by FRS 102. Grants relating to expenditure on wages and salaries are credited to 'other operating income' within the Statement of Comprehensive Income. They are recognised when the entity has reasonable assurance that they will comply with the conditions attaching the grant, and that the grant will be received.
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Interest payable and similar expenses
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Finance costs are charged to the Statement of Comprehensive Income 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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in Other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Tax is recognised in Statement of Comprehensive Income 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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
Intangible assets acquired separately from a business are capitalised at cost. Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the year in which it is incurred.
Subsequent to initial recognition, intangible assets are stated at cost less accumulated impairment. Intangible assets are amortised on a straight line basis over their estimated useful lives. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.
The useful economic lives of intabgible assets are as follows:
Amortisation is included in ‘administrative expenses' in the Statement of Comprehensive Income.
If there are indicators that the residual value or useful life of an intangible asset has changed since the most recent annual reporting period previous estimates shall be reviewed, and if current expectations differ the residual value, amortisation method and or useful life shall be amended. Changes in the expected useful life or the expected pattern of consumption of benefit shall be accounted for as a change in accounting estimate.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Depreciation is included in ‘administrative expenses’ in the Statement of Comprehensive Income.
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Debtors: amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.Accounting policies (continued)
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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, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument 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 and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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The average monthly number of employees, including directors, during the year was 45 (2021: 33).
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The intangible fixed asset relates to the software development of the Cybsafe cyber awareness training platform.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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Debtors: amounts falling due within one year
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Prepayments and accrued income
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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Creditors: Amounts falling due within one year
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Bank loans (note 8 and 9)
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Amounts owed to related parties
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Other taxation and social security
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Amounts owed to related parties includes loans which are unsecured, interest-free and have no fixed repayment date.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings includes loans which are unsecured, interest-free and have no fixed repayment date.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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In July 2021, the old bank loan from Shawbrook Bank was paid in full by Silicon Valley Bank as part of the Tranche 1 amounting to £1.5m as a new term loan facility given to Cybsafe Ltd from Silicon Valley Bank. It bears interest at a rate of 9.15% per annum and is repayable in thirty six equal monthly instalments, after the initial interest only payments up to 30 June 2022. The interest only payment period was extended to 31 December 2022 upon achieving two milestones.
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Allotted, called up and fully paid
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1 (2021: 1) Ordinary share of £1.00
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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The Company operates an equity-settled employee share option plan valued using the Black Scholes model, under which options have been granted to individuals at an exercise price equal to an agreed price of the Company's shares on the date of the grant.
Options grant the holder the option to subscribe to share in the Company, upon the occurrence of specified corporate activity which includes, but is not limited to a share sale or reorganisation.
During the year, new options were granted as detailed below:
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Weighted average exercise price (pence)
2022
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Weighted average exercise price
(pence)
2021
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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The Company contributes to its employees' personal pension schemes. There were £18,730 amounts payable to the scheme at the balance sheet date (2021: £nil).
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Commitments under operating leases
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At 30 June 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Between two and five years
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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Related party transactions
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The Company is a wholly owned subsidiary of Cybsafe Holdings Limited and as such has taken advantage of the exemption permitted by Section 33 ‘Related party disclosures’ not to provide disclosures of transactions entered into with other wholly owned members of the group.
During the year, the Company entered into transactions, in the ordinary course of business, with other related parties.
Sales and purchases between related parties are made at normal market prices. Outstanding balances with entities are unsecured, interest free and cash settlement is expected within the normal course of business. During the year no amounts have been provided for doubtful debts with related parties, nor any guarantees provided or sought over these balances.
Sales/(purchases) entered into during the year are detailed below:
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Balances due to related parties are detailed below:
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OverLeaf Holdings Limited
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Post balance sheet events
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The position of the Group has been strengthened further by the second completion of its Series B equity raise of £16.3m, as well as a refinancing of the Parent Company’s venture debt for a committed amount of £7.5m in July 2022.
The Company's immediate parent undertaking is Cybsafe Holdings Limited, a company registered in England and Wales. Its registered office address is 5 New Street Square, London, EC4A 3TW.
There is no ultimate controlling party.
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CYBSAFE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
The auditor's report on the financial statements for the year ended 30 June 2022 was unqualified.
The audit report was signed on 29 March 2023 by Yuvan Deena (Senior Statutory Auditor) on behalf of Mazars LLP.
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