Registered number: 07968005
THE FLOOW LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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THE FLOOW LIMITED
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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THE FLOOW LIMITED
COMPANY INFORMATION
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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REGISTERED NUMBER:07968005
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THE FLOOW LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Loans and other borrowings
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Deficiency on shareholder funds
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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 profit and loss account 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:
The notes on pages 4 to 16 form part of these financial statements.
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THE FLOOW LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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At 1 January 2021 (as previously stated)
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Prior year adjustment - change in accounting policy
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At 1 January 2021 (as restated)
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Comprehensive income for the year
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Loss for the year
As restated, see Note 2.20
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Contributions by and distributions to owners
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Movement in share options
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Share based payment charge
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Discount of intercompany loan
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The Floow Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is The Floow Campus, Wicker Lane, Sheffield S3 8HQ.
Monetary amounts in these financial statements are rounded to the nearest £.
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The directors perform an annual going concern review that considers the company's ability to meet its various financial obligations over at least a twelve month period from the date these financial statements have been signed.
The controlling party of the company was A Monteforte, a director and shareholder of the company until 14 April 2022 when the company was acquired by Otonomo Technologies Ltd. Subsequent to the year end, on 19 October 2023 Otonomo Technologies Ltd was acquired by Urgent.ly Inc. which is now the ultimate controlling party.
The directors of the company have received a letter of support from the parent company accompanied by forecasts of the group confirming its ability and intention to provide financial support as needed. However, the group has a history of recurring losses from operations, negative cash flows from operations, and a dependency on debt and equity financing to fund operating shortfalls. In the latest public quarterly results published for the group as at September 2023, the directors disclose a material uncertainty with regards to going concern as current cash on hand may not be sufficient to fund operations beyond twelve months from the date of issuance of those results and there is a potential need to seek additional equity or debt or refinance existing debt.
As the company is reliant on the continued availability of funding from its parent, the existence of a material uncertainty at a group level indicates the existence of a material uncertainty for the company. Despite the history of losses which are forecast to continue, and after making enquiries and considering the matters above, the directors have reasonable expectations that the group and company will have adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include the adjustments that would result if the group and company were unable to continue as a going concern.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Other operating income includes intercompany income in line with the company's transfer pricing arrangements with subsidiary entities and other operating income such as grant income received.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is Sterling (£).
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 profit or loss 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 profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the profit and loss account in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss 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.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Where share options or restricted stock units (RSUs) are awarded to employees, the fair value of the options/RSU's 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 balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options/RSU's that eventually vest. Market vesting conditions are factored into the fair value of the options/RSU's 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/RSU's are modified before they vest, the increase in the fair value of the options/RSU's, 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.
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and intercompany working capital balances 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and loans from fellow group companies 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 payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial Instruments (continued)
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Impairment of financial assets
Financial assets 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 profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.
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 profit or loss.
Derecognition of financial assets and financial liabilities
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) despite having retained some significant risks and rewards of ownership, 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 are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Ordinary shares are classified as equity.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Research and development expenditure
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In general terms, pure research and development expenditure is written off in the year in which it is incurred.
In the research and development phase of an internal project where it is not possible to demonstrate that the project will generate future economic benefits, all expenditure on development is recognised as an expense in the statement of comprehensive income when it is incurred. All expenditure on research is expensed.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.
The comparative results for 2021 have been restated in these accounts to align with group accounting policies in respect of revenue recognition and recognition of intangible assets. As these are changes in accounting policies they have been applied retrospectively as required under FRS102 to ensure comparability.
The group accounting policy choice is to expense all internal development expenditure relating to capital projects to the profit and loss account rather than recognising an intangible asset. This has had the following impacts on the comparative figures for 2021 compared to those previously reported:
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Retained earnings as at 1 January 2021
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The group accounting policy for license fees paid up front is to defer these over the full-term of the software licensing agreement as opposed to recognising at a point in time. This has had the following impacts on the comparative figures for 2021 compared to those previously reported:
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Accruals and deferred income
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Retained earnings as at 1 January 2021
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In aggregate the impact of the changes above result in an increase to loss recognised in 2021 by £28,208, a decrease to brought forward reserves at 1 Jan 2022 to (£14,816,307), and a decrease to net liabilities at 31 December 2021 to £1,337,283.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
Revenue recognition
The company sells design services to insurance industry customers. Revenue is recognised in the accounting period in which the services are rendered when the outcome of contract can be estimated reliably. For project revenue, the company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided. The percentage completed calculation is the actual time recorded as a percentage of the forecast time to complete the project provided by the project management team.
The average monthly number of employees, including directors, during the year was 92 (2021 - 86).
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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The Floow Limited incurred significant legal and professional fees during the takeover and restructuring by Otonomo Technologies Limited in April 2022. These have been disclosed separately as exceptional costs for transparency.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, unsecured and repayable on demand.
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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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Accruals and deferred income
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The convertible loan notes were issued on 17 March 2021 and interest accrued on the principal amount of £2,500,000 at 8% per annum until the loan note was repaid on the sale of the business on 14 April 2022.
Amounts owed to group undertakings are interest free and repayable on demand after a minimum period of 5 years from issue, being 31 December 2027. The loan is held at its discounted present value based on a discount rate of 7%,
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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25,617 (2021 - 25,617) A preference shares of £0.010000 each
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47,473 (2021 - 47,473) Ordinary A shares of £0.002483 each
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21,250 (2021 - 21,250) Ordinary B shares of £0.002016 each
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12,878 (2021 - 2,125) Ordinary C shares of £0.001176 each
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15,000 (2021 - 15,000) Preferred ordinary shares of £0.010000 each
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6,482 (2021 - 6,482) Preferred ordinary B shares of £0.010000 each
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On 14 April 2022, 10,753 Ordinary C shares of nominal value £0.001176 each were issued for £1.88 per share, with £12.65 recorded as an increase to share capital and £20,202.99 recorded as an increase to share premium.
Share capital - terms and conditions of each class
The holders of Ordinary A and B shares, together with the holders of Preferred Ordinary shares are entitled to receive notice of and speak at General Meetings and vote on shareholders resolutions with the voting rights percentage noted above. They have full dividend rights and are ranked in the order specified in the Company's Articles.
The holders of all other share classes shall not be entitled to receive notice of nor speak at General Meetings, nor vote on shareholders resolutions. They have full dividend rights and are ranked in the order specified in the Company's Articles.
Share premium account
Share premium comprises amounts paid for newly issued shares above their nominal value.
Other reserves
Other reserves comprise amounts recognised in the financial statements in respect of other contributions from the parent entity, including equity-settled share based payments and the impact of discounting intercompany loans with interest at below market rate.
Profit and loss account
The profit and loss account comprises the cumulative profits for all periods to date which have been retained by the Company.
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On 15 May 2022, 607,272 RSU's were granted to employees of The Floow Limited. These are equity settled share options vesting on 14 July 2023 and in the year to 31 December 2022 an expense of £390,875 was recognised in the accounts in respect of these.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Commitments under operating leases
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At 31 December 2022 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly-owned part of the Group.
Transactions with other related parties are as follows:
DL Insurance Services Limited, a member of the Direct Line Group held shares in The Floow Limited until the Otonomo takeover on 14 April 2022. The Floow Limited provided services to the Direct Line Group of £1,027,786 in the current year (2021: £1,425,143). A debtor balance of £101,017 (2021 - £129,061) remains outstanding at the year-end. The balance of the convertible loan note issued by DL Insurance was Nil (2021 - £2,658,904) at the year end, following its settlement on 14 April 2022 for £2,722,294.
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Post balance sheet events
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Subsequent to the year-end, on 19 October 2023, the company's parent Otonomo Technologies Ltd. announced its merger with Urgent.ly Inc. (Urgently) a U.S. based leading provider of digital roadside and mobility assistance technology and services. Further information in relation to the merger is available through Urgently's investor relations website.
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Ultimate controlling party
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The ultimate controlling party was A Monteforte, a director and shareholder of the company until 14 April 2022 when the company was acquired by Otonomo Technologies Ltd. Subsequent to the year end, on 19 October 2023 Otonomo Technologies Ltd was acquired by Urgent.ly Inc.
The ultimate controlling party is now Urgent.ly Inc., whose registered office is 8609 Westwood Center Drive Suite 810, Vienna, VA 22182.
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THE FLOOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The auditor's report on the financial statements for the year ended 31 December 2022 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the company is reliant on financial support from its parent Urgent.ly Inc., and that its parent has disclosed material uncertainties with regards to its going concern status and the requirement for future fundraising. These events or conditions, along with the other matters as set forth in note 2.2, indicate that material uncertainties exist that may cast significant doubt on the group and company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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The audit report was signed on 23 February 2024 by Jaykishan Shah (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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