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Registered number: 07455738










WHOCANFIXMYCAR.COM LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 MARCH 2023

 
WHOCANFIXMYCAR.COM LTD
 

COMPANY INFORMATION


Directors
Kevern Thompson 
Mark Kuntzsch 




Registered number
07455738



Registered office
80 Cheapside

London

EC2V 6EE




Independent auditors
James Cowper Kreston Audit

The White Building

4 Cumberland Place

Southampton

SO15 2NP





 
WHOCANFIXMYCAR.COM LTD
 

CONTENTS



Page(s)
Balance Sheet
1
Statement of Changes in Equity
2
Notes to the Financial Statements
3 - 12

 
WHOCANFIXMYCAR.COM LTD
REGISTERED NUMBER: 07455738

BALANCE SHEET
AS AT 31 MARCH 2023

31 March
31 December
2023
2021
Note
£
£

Fixed assets
  

Intangible assets
 6 
1,218,234
1,366,075

Tangible assets
 7 
35,792
46,817

  
1,254,026
1,412,892

Current assets
  

Debtors: amounts falling due within one year
 8 
602,141
505,767

Cash at bank and in hand
 9 
561,665
1,426,745

  
1,163,806
1,932,512

Creditors: amounts falling due within one year
 10 
(2,095,225)
(1,140,810)

Net current (liabilities)/assets
  
 
 
(931,419)
 
 
791,702

Total assets less current liabilities
  
322,607
2,204,594

Creditors: amounts falling due after more than one year
 11 
-
(495,194)

  

Net assets
  
322,607
1,709,400


Capital and reserves
  

Called up share capital 
  
6,693
6,693

Share premium account
  
4,778,570
4,778,570

Other reserves
  
194,790
12,253

Profit and loss account
  
(4,657,446)
(3,088,116)

  
322,607
1,709,400


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: 

Kevern Thompson
Director

Date: 17 April 2024

Page 1

 
WHOCANFIXMYCAR.COM LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023


Called up share capital
Share premium account
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2021
6,693
4,778,570
12,253
(2,128,248)
2,669,268


Comprehensive income for the year

Loss for the year
-
-
-
(959,868)
(959,868)



At 1 January 2022
6,693
4,778,570
12,253
(3,088,116)
1,709,400


Comprehensive income for the period

Loss for the period
-
-
-
(1,569,330)
(1,569,330)

Share based payment charge
-
-
182,537
-
182,537


At 31 March 2023
6,693
4,778,570
194,790
(4,657,446)
322,607


The notes on pages 3 to 12 form part of these financial statements.
Page 2

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

1.


General information

Whocanfixmycar.com Ltd (‘the Company’) is a private company limited by shares, incorporated in
the United Kingdom and registered in England. The address of the registered office is 80 Cheapside, London, United Kingdom, EC2V 6EE.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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.

These financial statements cover the 15 month period 1 January 2022 to 31 March 2023. The comparative period is for the year ended 31 December 2021.

The following principal accounting policies have been applied:

 
2.2

Going concern

In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of signing of these financial statements.
The Company incurred a loss for the period of £1,569,330 and has accumulated losses of £4,657,446 at the Balance Sheet date. For a business at this stage in its development this is within the directors expectation and at the year end the Company still had net assets of £322,607 and cash of £561,665.
Following the acquisition by Niterra EMEA GmbH in May 2023, the Company has invested in the business in order to meet future working capital requirements to facilitate the growth and roll out of the next generation software platform. The Company continues to be supported by the parent company and therefore the directors are satisfied that the preparation of the financial statements under the going concern assumption is appropriate.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational 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.

Page 3

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

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.

Awards-based sponsorship and ticket sales income is recognised on the date of the awards event.

 
2.5

Operating leases: the Company as lessee

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.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the profit and loss account in the same period as the related expenditure.

 
2.7

Interest income

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

 
2.8

Pensions

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.

Page 4

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.9

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 Balance Sheet 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.

 
2.10

Intangible assets

Intangible assets are the costs of internal development work, primarily cost of staff developing the product and external development work provided by a third party. 
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: 
It is technically feasible to complete the intangible asset so that it will be available for use or sale;
There is the intention to complete and use or sell it;
There is the ability to use or sell the intangible asset; 
The use or sale of the intangible asset will generate probable future economic benefits;
There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
The expenditure attributable to the intanbile asset during its development can be measured reliably.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Development expenditure
-
20%
Straight line

 
2.11

Tangible fixed assets

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.

Page 5

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20%
Straight line
Computer equipment
-
33%
Straight line

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.

 
2.12

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.

 
2.13

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. 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.

 
2.14

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.

 
2.15

Financial instruments

Basic financial instruments
The company's basic debt instruments, including trade and other accounts receivable and payable and cash and bank balances are all due within one year and are measured, initially and subsequently, at the transaction price.
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.

 
2.16

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

Page 6

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Share based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and making assumptions about them.

Debt component of equity instruments

The proceeds received on issue of the entity's preference shares has been allocated into their liability and equity components and presented separately in the Balance Sheet.

The amount initially attributed to the liability component equals the discounted cash flows using a market rate of interest that would be payable on a similar liability instrument and is not subsequently remeasured.

The difference between the net proceeds of these shares and the liability component is credited direct to equity and is not subsequently remeasured. 


4.


Employees

The average monthly number of employees, including directors, during the period was 53 (2021: 47).

Page 7

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

5.


Share-based payments

The Company  operates  an  EMI  scheme  under  which  share  options,  settled  by  the  issue  of  ordinary shares in the Company, have been granted to certain management. The options may only be exercised if the management remain in employment with the Company and the Company engages in an equity event (including a change in control, a listing or a reconstruction) or a sale of trade and assets (non-market based vesting conditions). The options expire 10 years after the date of issue.
Outstanding options at the Balance Sheet date are as follows:

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2021
Number
2021

Outstanding at the beginning of the period

21.71

19,215

20.68
 
34,953
 
Granted during the period

26.65

28,904

 
-
 
Forfeited during the period

31.98

(1,572)

19.44
 
(15,738)
 
Outstanding at the end of the period
35.64

46,547

21.71
 
19,215
 

On the 10th May 2023, the share options were all exercised and subsequently sold as a part of the sale to Niterra EMEA GmbH, documented in note 14.




 
 

Page 8

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

6.


Intangible assets






Development expenditure

£



Cost


At 1 January 2022
3,051,609


Additions
511,630



At 31 March 2023

3,563,239



Amortisation


At 1 January 2022
1,685,534


Charge for the period
659,471



At 31 March 2023

2,345,005



Net book value



At 31 March 2023
1,218,234



At 31 December 2021
1,366,075



Page 9

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

7.


Tangible fixed assets







Fixtures and fittings
Computer equipment
Total

£
£
£



Cost


At 1 January 2022
61,966
75,918
137,884


Additions
-
20,860
20,860



At 31 March 2023

61,966
96,778
158,744



Depreciation


At 1 January 2022
36,987
54,080
91,067


Charge for the period on owned assets
15,449
16,436
31,885



At 31 March 2023

52,436
70,516
122,952



Net book value



At 31 March 2023
9,530
26,262
35,792



At 31 December 2021
24,979
21,838
46,817


8.


Debtors: Amounts falling due within one year

31 March
31 December
2023
2021
£
£


Trade debtors
440,895
384,586

Other debtors
2,896
3,190

Prepayments and accrued income
158,350
117,991

602,141
505,767


Page 10

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

9.


Cash and cash equivalents

31 March
31 December
2023
2021
£
£

Cash at bank and in hand
561,665
1,426,745



10.


Creditors: Amounts falling due within one year

31 March
31 December
2023
2021
£
£

Other loans
7,551
-

Trade creditors
192,373
103,789

Other taxation and social security
211,258
157,407

Other creditors
223,973
142,829

Accruals and deferred income
972,427
736,785

Share capital treated as debt
487,643
-

2,095,225
1,140,810



11.


Creditors: Amounts falling due after more than one year

31 March
31 December
2023
2021
£
£

Other loans
-
7,551

Share capital treated as debt
-
487,643

-
495,194



12.


Pension commitments

The Company  operates  a  defined  contribution  pension  scheme. The pension charge for the period represents contributions payable by the Company to the fund and amounted to £69,458 (2021: £47,634).
Contributions amounting to £13,743 (2021: £11,491) were payable to the fund at the period end and are
included within creditors.

Page 11

 
WHOCANFIXMYCAR.COM LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023

13.


Commitments under operating leases

At 31 March 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

31 March
31 December
2023
2021
£
£


Not later than 1 year
46,305
64,880

Later than 1 year and not later than 5 years
-
46,305

46,305
111,185


14.


Post Balance Sheet events

On the 10 May 2023, the shareholders of the Company sold 100% of their shareholding to Niterra EMEA GmbH. From this date, Niterra EMEA GmbH is considered the ultimate controlling party. 


15.


Auditors' information

The auditors' report on the financial statements for the period ended 31 March 2023 was unqualified.

The audit report was signed on 18 April 2024 by Michael Bath BSc FCA DChA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.

Page 12