Registered number: 10401971
ROAMLER UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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ROAMLER UK LIMITED
COMPANY INFORMATION
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Ecovis Wingrave Yeats LLP
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Chartered Accountants & Statutory Auditor
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3rd Floor, Waverley House
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ROAMLER UK LIMITED
CONTENTS
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Notes to the Financial Statements
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ROAMLER UK LIMITED
REGISTERED NUMBER: 10401971
BALANCE SHEET
AS AT 31 DECEMBER 2023
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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 assets/(liabilities)
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Total assets less current liabilities
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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 on 13 September 2024.
The notes on pages 2 to 10 form part of these financial statements.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Roamler UK Limited is a private company, limited by shares, registered in England and Wales, registration number 10401971. The registered office address is Alpha Tower, Suffolk Street, Queensway, Birmingham, B1 1TT.
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 judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The parent company has confirmed that it will provide such financial support as necessary to the Company to enable it to continue to meet its liabilities as they fall due. The parent company may need to raise new funds to be able to provide such funding, as explained below.
The turbulence of market circumstances in general and for FMCG companies specifically, has led to budget challenges for a part of our customers. The developments in our key-accounts is healthy but some of our long-tail customers are reducing or delaying their spend. This has impacted the group’s financial situation and liquidity. Also, given the loan repayments to be made as of 2024 onwards, increasing DSO and cost of capital, the group focuses more than ever on its cash flows allowing to continue its operations. Hence, management reviews the forecast and corresponding cash flows periodically whereby different scenarios are being run to determine the impact on liquidity.
In this context, management has proceeded with cost reduction measures and simultaneously started a process for additional funding – to facilitate the next steps in the growth path - with current shareholders and is exploring other funding alternatives with banks and potential investors. In this regard, the parent signed a Convertible Loan Agreement ('CLA') early January 2024 for a maximum amount of €1,000,000 with 3 of its existing shareholders and 1 new party. The loan was made available and fully drawn in the period from January to March 2024. In addition, as per April 2024 the parent received a new equity investment of €5,000,000 from its existing shareholder Smartfin. Furthermore, three existing shareholders - participating in a convertible loan agreement converted their part of €500,000 into new shares. These transactions will further strengthen the Group's financial position.
Additionally, hereto specific arrangements with the credit institution were made whereby ABN Amro has provided the Group with a waiver for the breach of covenant for the years 2021 – 2023 and revised covenant(s) for the years 2024 – 2028.
It is anticipated that the Group will have negative cash flows in the year ending 31 December 2024 mainly due to the start of the repayment of the loans to ABN Amro. Based on the current plan, it is materially uncertain whether the current funding will be sufficient to fund the group for a period of at least twelve months following signature of these financial statements.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Going concern (continued)
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We acknowledge that the following material uncertainties may cast significant doubt on the going concern assumption: specific and general economic context, the overall dependency of certain strategic customers and suppliers, applicable bank covenants, volatile net working capital and potential changes in legislation. Nevertheless, taking into account the above mentioned developments, management is confident that the company is - in the normal course of business - able to structurally reinforce its operations on a sustainable basis to ultimately improve the financial position.
Therefore, the financial statements are prepared on a going concern basis.
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Foreign currency translation
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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.
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 Statement of Comprehensive Income 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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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
Other operating income relates to income received from the parent company in line with the group's transfer price agreement.
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.
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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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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:
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.
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.
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 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 balance sheet date.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Deferred tax asset
Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted.
To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised.
The Company has not recorded a deferred tax asset due to the uncertainty as to whether and when future taxable profits will arise. The taxable losses available to be offset against future taxable profits are £2,181,429 (2022 - £2,318,715).
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The average monthly number of employees, including directors, during the year was 31 (2022 - 31).
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Charge for the year on owned assets
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
5.Tangible fixed assets (continued)
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ABN AMRO Bank N.V. holds a fixed and floating charge over all property and undertakings of the company.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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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 unsecured, interest free 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 unsecured, interest free and repayable on demand.
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Allotted, called up and fully paid
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1,001 (2022 - 1,000) Ordinary shares of £1.00 each
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During the year the company issued 1 share with a nominal vaue of £1.00. Share premium of £2,499,999 arose on this transaction.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contribution 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 £47,751 (2022 - £43,129). The amount payable to the fund at the balance sheet date was £7,566 (2022 - £9,146).
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Post balance sheet events
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On 8 January 2024 Roamler B.V., the immediate parent entered into a convertible loan agreement amounting to €1,000,000 to provide funding to the wider group. The wider Group was also able to secure additional funding of €5,000,000 which was received on 24 April 2024.
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Related party transactions
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Roamler UK Limited has taken the exemption under FRS 102, section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other companies that are wholly owned within the group.
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The immediate parent company is Roamler B.V., a company incorporated in the Netherlands whose registered office is 20-26, Ndsm-Plein, Amsterdam, Netherlands, 1033 WB. The results of the Company are included in the consolidated financial statements of Roamler B.V.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditors 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 there is material uncertainty as to whether the group has sufficient funding to be able to financially support the UK company for a period of at least twelve months from the date of signing these financial statements.
The company is reliant on funding from its parent company. It is likely that the group will require additional funding, in order to be able to support this company, before the end of 2025. The group has been successful in receiving funding from its equity investors and debt funders historically, and since the year-end, and whilst management expect that additional capital will be forthcoming, given the current economic environment, the group's overall dependency on certain strategic customers and suppliers, funding covenants, volatile net working capital and potential changes in legislation, there is no guarantee that the company will be able to continue and will be able to raise the required capital.
These events or conditons indicate that a material uncertainty exists that may cast significant doubt over the entity's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 13 September 2024 by Sally Casson (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
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