Secureframe Europe Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 14082881 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

SECUREFRAME EUROPE LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S Mehta

C Sesi

REGISTERED OFFICE:

C/O Fieldfisher Riverbank House

2 Swan Lane

London

EC4R 3TT

REGISTERED NUMBER:

14082881 (England and Wales)

AUDITORS:

WD Audit Limited

5th Floor

111 Charterhouse Street

London

EC1M 6AW

CURRENT ASSETS

Debtors

4

2,937

16,697

Cash at bank

84,814

17,455

87,751

34,152

CREDITORS

Amounts falling due within one year

5

(61,618

)

(26,040

)

NET CURRENT ASSETS

26,133

8,112

TOTAL ASSETS LESS CURRENT LIABILITIES

26,133

8,112

CAPITAL AND RESERVES

Called up share capital

6

1,000

1,000

Other reserves

7

936

-

Retained earnings

7

24,197

7,112

SHAREHOLDERS' FUNDS

26,133

8,112

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2024 and were signed on its behalf by:

S Mehta - Director

1.	STATUTORY INFORMATION

Secureframe Europe Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is derived from recharged expenses to the parent company and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors

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.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Creditors

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.

Financial instruments

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, loans to related parties and investments in ordinary shares.

Interest Income

Interest income is recognised in profit or loss using the effective interest method.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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 profit or loss 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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2022 - 2 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Amounts owed by group undertakings

-

13,754

Other debtors

2,937

2,943

2,937

16,697

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

834

6,529

Amounts owed to group undertakings

45,252

-

Taxation and social security

3,901

2,251

Other creditors

11,631

17,260

61,618

26,040

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

£

£

1,000

Ordinary

1

1,000

1,000

7.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2023

7,112

-

7,112

Profit for the year

17,085

17,085

Cash share issue

-

936

936

At 31 December 2023

24,197

936

25,133

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Roy Davis FCA (Senior Statutory Auditor)

for and on behalf of WD Audit Limited

9.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £8,154 (2022:£8,764). Contributions totalling £1,167 (2022:£2,575) were payable to the fund at the balance sheet date and are included in creditors.

10.	RELATED PARTY DISCLOSURES

During the financial year the company received £369,501 (2022: £163,121) from Secureframe Inc. At the year end £45,252 (2022: £12,121) was owed from Secureframe Inc.

11.	ULTIMATE CONTROLLING PARTY

The Company is wholly owned subsidiary of Secureframe, Inc. a Company incorporated in the United States of America. The smallest group in which the results of the Company are consolidated is that headed by Secureframe, Inc. with its registered office at 548 Market Street 30287, San Francisco CA 94104-5401, United States of America.

12.	SHARE-BASED PAYMENT TRANSACTIONS

The Company's ultimate parent company, Secureframe Inc. operates a share based payment

scheme for all the employees of the Company.

The stock options in Secureframe Inc. are granted to the Company's employees at a price equal to the fair value of the shares in Secureframe Inc. at the date of the grant and are denominated in US dollars.

The stock options have a four year vesting period. If the stock options remain unexercised after a period of ten years from the date of the grant the stock options expire. Stock options are forfeited if the employee leaves the Company before the options vest. The following share-based payment arrangements were in existence during the current years:

Weighted average exercise price (dollars 2023

)

Number 2023

Outstanding at the begining of the period

Cancelled during the period

Granted during the period

1.86

3,800

Outstanding at the end of the period

1.86

3,800

2023

£

Share based payment expense

936