Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-31false842023-01-01falseInfrastructure106falsefalse 09281949 2023-01-01 2023-12-31 09281949 2023-12-31 09281949 2022-01-01 2022-12-31 09281949 2022-12-31 09281949 2022-01-01 09281949 1 2023-01-01 2023-12-31 09281949 1 2022-01-01 2022-12-31 09281949 1 2023-01-01 2023-12-31 09281949 e:CompanySecretary1 2023-01-01 2023-12-31 09281949 e:Director1 2023-01-01 2023-12-31 09281949 e:Director2 2023-01-01 2023-12-31 09281949 e:Director3 2023-01-01 2023-12-31 09281949 e:Director4 2023-01-01 2023-12-31 09281949 e:Director4 2023-12-31 09281949 e:Director5 2023-01-01 2023-12-31 09281949 e:Director5 2023-12-31 09281949 e:RegisteredOffice 2023-01-01 2023-12-31 09281949 d:ComputerEquipment 2023-01-01 2023-12-31 09281949 d:ComputerEquipment 2023-12-31 09281949 d:ComputerEquipment 2022-12-31 09281949 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09281949 d:PatentsTrademarksLicencesConcessionsSimilar 2023-12-31 09281949 d:PatentsTrademarksLicencesConcessionsSimilar 2022-12-31 09281949 d:CurrentFinancialInstruments 2023-12-31 09281949 d:CurrentFinancialInstruments 2022-12-31 09281949 d:Non-currentFinancialInstruments 2023-12-31 09281949 d:Non-currentFinancialInstruments 2022-12-31 09281949 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 09281949 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 09281949 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 09281949 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 09281949 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 09281949 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-12-31 09281949 d:ShareCapital 2023-01-01 2023-12-31 09281949 d:ShareCapital 2023-12-31 09281949 d:ShareCapital 2022-01-01 2022-12-31 09281949 d:ShareCapital 2022-12-31 09281949 d:ShareCapital 2022-01-01 09281949 d:SharePremium 2023-01-01 2023-12-31 09281949 d:SharePremium 2023-12-31 09281949 d:SharePremium 1 2023-01-01 2023-12-31 09281949 d:SharePremium 2022-01-01 2022-12-31 09281949 d:SharePremium 2022-12-31 09281949 d:SharePremium 2022-01-01 09281949 d:SharePremium 1 2022-01-01 2022-12-31 09281949 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 09281949 d:OtherMiscellaneousReserve 2023-12-31 09281949 d:OtherMiscellaneousReserve 1 2023-01-01 2023-12-31 09281949 d:OtherMiscellaneousReserve 2022-12-31 09281949 d:OtherMiscellaneousReserve 2022-01-01 09281949 d:OtherMiscellaneousReserve 1 2022-01-01 2022-12-31 09281949 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09281949 d:RetainedEarningsAccumulatedLosses 2023-12-31 09281949 d:RetainedEarningsAccumulatedLosses 1 2023-01-01 2023-12-31 09281949 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09281949 d:RetainedEarningsAccumulatedLosses 2022-12-31 09281949 d:RetainedEarningsAccumulatedLosses 2022-01-01 09281949 d:RetainedEarningsAccumulatedLosses 1 2022-01-01 2022-12-31 09281949 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 09281949 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 09281949 e:OrdinaryShareClass1 2023-01-01 2023-12-31 09281949 e:OrdinaryShareClass1 2023-12-31 09281949 e:OrdinaryShareClass1 2022-12-31 09281949 e:OrdinaryShareClass2 2023-01-01 2023-12-31 09281949 e:OrdinaryShareClass2 2023-12-31 09281949 e:OrdinaryShareClass2 2022-12-31 09281949 e:OrdinaryShareClass3 2023-01-01 2023-12-31 09281949 e:OrdinaryShareClass3 2023-12-31 09281949 e:OrdinaryShareClass3 2022-12-31 09281949 e:OrdinaryShareClass4 2023-01-01 2023-12-31 09281949 e:OrdinaryShareClass4 2023-12-31 09281949 e:OrdinaryShareClass4 2022-12-31 09281949 e:OrdinaryShareClass5 2023-01-01 2023-12-31 09281949 e:OrdinaryShareClass5 2023-12-31 09281949 e:OrdinaryShareClass5 2022-12-31 09281949 e:FRS102 2023-01-01 2023-12-31 09281949 e:Audited 2023-01-01 2023-12-31 09281949 e:FullAccounts 2023-01-01 2023-12-31 09281949 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09281949 e:Consolidated 2023-12-31 09281949 e:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 09281949 2 2023-01-01 2023-12-31 09281949 6 2023-01-01 2023-12-31 09281949 d:ShareCapital 1 2023-01-01 2023-12-31 09281949 d:ShareCapital 1 2022-01-01 2022-12-31 09281949 d:PatentsTrademarksLicencesConcessionsSimilar d:OwnedIntangibleAssets 2023-01-01 2023-12-31 09281949 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 09281949







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


RUNA NETWORK LIMITED (FORMERLY 'THE VOUCHER MARKET LIMITED')






































img2c05.png                     

 


RUNA NETWORK LIMITED
 


 
COMPANY INFORMATION


Directors
R S Lang 
E W A Lascelles 
A A Schleider 
H Schwender (appointed 29 August 2023)
C Y Sham (resigned 13 June 2023)




Company secretary
CC Secretaries Limited



Registered number
09281949



Registered office
1st Floor One Suffolk Way

Sevenoaks

Kent

TN13 1YL




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


RUNA NETWORK LIMITED
 



CONTENTS



Page
Group strategic report
1 - 3
Group directors' report
4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11 - 12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15 - 16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 40


 


RUNA NETWORK LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present the strategic report and financial statements of Runa Network Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) for the year ended 31 December 2023.
Principal activity
The Group provides infrastructure for the incentives economy through digital rewards, incentives and pay-outs.
The Group gives businesses real-time, on-demand access to ‘branded currency’ from high-street retailers which can be sent instantly to the end consumer, helping to increase acquisition, retention, loyalty and lifetime value by engaging customers and employees.
The Company changed its name from The Voucher Market Limited to Runa Network Limited on 23 March 2023.
Financial review
Excluding digital inventory resale, revenue increased by 33% year on year, from £6 million in 2022 to £8 million in 2023. Total revenue (£28.8 million) includes the resale value of pre-purchased digital inventory, which decreased by £7 million in 2023. This improved our working capital position as we switched to partners with more favourable credit terms.
The Group’s 2023 operational costs increased year on year by 26% to a total of £17.7 million. This increase mainly represents investments into the Engineering and Go to Market (hereinafter GTM) teams that will allow Runa to expand the market reach, launch new products and features and accelerate Gross Merchandise Value (GMV) and Revenue growth.
The increase in Operational costs is a primary driver behind the loss before tax increase in 2023 by 28% to a total of £11.2 million.
The Group net asset position is strong with £9.5 million of net assets as of 31 December 2023, a small reduction of 5% over last year. This position was secured through the successful funding raising round conducted in late 2023.

Business review
 
The Group has a vision to build a world where everyone has access to the global economy, without banks, borders, barriers, or boundaries. With its own proprietary payment rails, The Group enables organisations to instantly send digital value i.e. gift cards, to any individual, anywhere. Continued growth and success in the B2B digital rewards space is demonstrable from The Group’s expanded customer base and brand portfolio, as they set up a presence throughout North America as well as broadening in Europe and United Kingdom. The Group is now trading in excess of a thousand brands on the platform and transacting in multiple regions.

Page 1

 


RUNA NETWORK LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key performance indicators

The Group's management team regularly reviews metrics and non-GAAP measures, including those presented below, to monitor business performance effectively. The Group’s financial results and performance is shared with the Board on a monthly basis.
 
ole1ebb.png
 

2023
2022
Gross Merchandise Value (GMV)*, £ millions

701

458
 
Active customers within the year

616

500
 
Gross Margin % (Excluding digital inventory resales)

74

78
 

*GMV = the total value of gift cards sold through the B2B Runa platform
*Excluding digital inventory resale = the total value of digital inventory sold through the B2B Runa platform
The Board will continue to monitor the growth of the Group with reference to key performance indicators in balance with the prudent management of capital resources, cost discipline and improving underlying profitability.
Future development of the business
The Board considers the Group to be strongly capitalised and well positioned to become the universal digital payouts platform for businesses. The Group’s strategic and operational plans include:
• Financial Governance; Tightened governance over growth monitoring and gated spending
• Revenue Growth; Adding inorganic growth levers on top of the organic growth we attract through the growth of our    customers
• Building the Runa platform; Adding more countries, building new features and reducing operational friction 

Page 2

 


RUNA NETWORK LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key risks and uncertainties
 
The Group faces risks and uncertainties in the ordinary course of its business, the most significant of which have been outlined in the table below together with the Group’s mitigation strategies.

Risk type
Risk description
Management response
Strategic risk
The Group is unable to execute its mission due to a lack of strategic intent and vision in the hyper-competitive landscape.
The Board meets regularly to review the Group’s strategy and execution thereof. Management operates the business in accordance with that strategy and any changes thereto.
Operational risk
The Group's failure in internal processes, people or systems results in service interruption and financial loss.
The Group has clear policies and procedures covering internal processes, people and systems which are regularly reviewed to ensure they are fit for purpose. Training is delivered where appropriate.
Macroeconomic risk
The Group doesn’t adapt to changes in the external environment leading to financial loss.
The Board and Management regularly monitors changes in the external environment.
Liquidity risk
The Group has insufficient cash resources to meet its short-term debt obligations.
The Group monitors cash flow on a daily basis and forecasts liquidity requirements to manage projected business growth.
Credit risk
The Group's contracts with significant third-party / partner accounts go into arrears and default.
The Group carefully manages amounts which are prefunded to brands or receivable from customers and regularly undertakes its own due diligence of significant third-party relationships.
Exchange rate risk
The Group's foreign currency cash flows, assets or liabilities become exposed to adverse fluctuations of the exchange rate.
The Group operates a natural hedging policy, matching its pay-in and pay-out currency denominations whilst performing regular forecasting of its cash operations.







This report was approved by the board and signed on its behalf.



................................................
A A Schleider
Director

Date: 20 September 2024

Page 3

 


RUNA NETWORK LIMITED
 


 
GROUP DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who served during the year were:

R S Lang 
E W A Lascelles 
A A Schleider 
H Schwender (appointed 29 August 2023)
C Y Sham (resigned 13 June 2023)

Post balance sheet events

Post year end employees that have resigned from Runa Network Limited have purchased their exercised share options. The number of share options purchased were 30,773.

Auditor

In accordance with the company's articles, a resolution proposing that Menzies LLP be reappointed as auditor of the group will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
 





A A Schleider
Director

Date: 20 September 2024

Page 4

 


RUNA NETWORK LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUNA NETWORK LIMITED

Opinion


We have audited the financial statements of Runa Network Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 


RUNA NETWORK LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUNA NETWORK LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page , the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 


RUNA NETWORK LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUNA NETWORK LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including:

The Companies Act 2006;
Financial Reporting Standard 102;
UK Employment Legislation;
UK Tax Legislation
UK Health and Safety Legislation; and
General Data Protection Regulations.

We assessed the extent of the compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through discussions with the accounts team and a review of related correspondence.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls, management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

The application of inappropriate judgements or estimation to manipulate the Company's financial position, particularly with regard to potential management bias in accounting for long term contracts.
Posting of unusual and complex transactions.
The use of management override of controls to manipulate results, or to cause the Group to enter its transactions not in its best interests.

 
Page 7

 


RUNA NETWORK LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUNA NETWORK LIMITED (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatements in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Caroline Milton FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

20 September 2024
Page 8

 


RUNA NETWORK LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
28,829,353
33,761,504

Cost of sales
  
(22,311,391)
(28,758,485)

Gross profit
  
6,517,962
5,003,019

Administrative expenses
  
(17,667,696)
(13,903,361)

Other operating income
 5 
9,280
1,333

Other operating charges
  
(41,879)
-

Operating loss
 7 
(11,182,333)
(8,899,009)

Interest receivable and similar income
 11 
256,177
-

Interest payable and similar expenses
 12 
(298,503)
(155,478)

Loss before tax
  
(11,224,659)
(9,054,487)

Tax on loss
 13 
393,461
432,934

Loss for the financial year
  
(10,831,198)
(8,621,553)

Other comprehensive income for the year
  

Currency translation differences
  
61,836
(25,357)

Total comprehensive income for the year
  
(10,769,362)
(8,646,910)

  

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 18 to 40 form part of these financial statements.

Total comprehensive income for the year is attributable to the owners of the Company.

Page 9

 


RUNA NETWORK LIMITED
REGISTERED NUMBER:09281949



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
23,918
26,035

Tangible assets
 15 
130,523
138,931

  
154,441
164,966

Current assets
  

Stocks
 17 
2,567,438
894,877

Debtors: amounts falling due within one year
 18 
22,756,830
16,483,224

Cash at bank and in hand
 19 
45,566,627
41,813,259

  
70,890,895
59,191,360

Creditors: amounts falling due within one year
 20 
(60,285,114)
(47,223,941)

Net current assets
  
 
 
10,605,781
 
 
11,967,419

Total assets less current liabilities
  
10,760,222
12,132,385

Creditors: amounts falling due after more than one year
 21 
(1,274,088)
(2,155,324)

Provisions for liabilities
  

Deferred taxation
 23 
-
(10,052)

  
 
 
-
 
 
(10,052)

Net assets
  
9,486,134
9,967,009


Capital and reserves
  

Called up share capital 
 24 
47
42

Share premium account
 25 
40,833,584
30,767,227

Other reserves
 25 
915,032
692,907

Profit and loss account
 25 
(32,262,529)
(21,493,167)

  
9,486,134
9,967,009


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
A A Schleider
Director

Date: 20 September 2024

The notes on pages 18 to 40 form part of these financial statements.

Page 10

 


RUNA NETWORK LIMITED
REGISTERED NUMBER:09281949



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
23,918
26,035

Tangible assets
 15 
129,350
138,931

Investments
 16 
178,550
63,524

  
331,818
228,490

Current assets
  

Stocks
 17 
2,567,438
894,877

Debtors: amounts falling due within one year
 18 
32,894,050
36,711,877

Cash at bank and in hand
  
38,151,052
32,642,150

  
73,612,540
70,248,904

Creditors: amounts falling due within one year
 20 
(63,418,835)
(58,303,953)

Net current assets
  
 
 
10,193,705
 
 
11,944,951

Total assets less current liabilities
  
10,525,523
12,173,441

  

Creditors: amounts falling due after more than one year
 21 
(1,274,088)
(2,155,324)

Provisions for liabilities
  

Deferred taxation
 23 
-
(10,052)

  
 
 
-
 
 
(10,052)

Net assets
  
9,251,435
10,008,065

Page 11

 


RUNA NETWORK LIMITED
REGISTERED NUMBER:09281949


    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£


Capital and reserves
  

Share capital
23
47
42

Share premium account
 25 
40,833,179
30,767,227

Other reserves
 25 
915,032
692,907

Profit and loss account brought forward
  
(21,452,111)
(12,746,797)

Loss for the year
  
(11,044,712)
(8,705,314)

Profit and loss account carried forward
  
(32,496,823)
(21,452,111)

  
9,251,435
10,008,065


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
A A Schleider
Director

Date: 20 September 2024

The notes on pages 18 to 40 form part of these financial statements.

Page 12

 


RUNA NETWORK LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
33
15,048,634
590,623
(12,846,257)
2,793,033


Comprehensive income for the year

Loss for the year
-
-
-
(8,621,553)
(8,621,553)

Currency translation differences
-
-
-
(25,357)
(25,357)

Share based payment expense
-
-
102,284
-
102,284


Contributions by and distributions to owners

Shares issued during the year (as restated - see note 27)
9
15,718,593
-
-
15,718,602



At 1 January 2023 (as restated)
42
30,767,227
692,907
(21,493,167)
9,967,009


Comprehensive income for the year

Loss for the year
-
-
-
(10,831,198)
(10,831,198)

Currency translation differences
-
-
-
61,836
61,836

Share based payment expense
-
-
222,125
-
222,125


Contributions by and distributions to owners

Shares issued during the year
5
10,066,357
-
-
10,066,362


At 31 December 2023
47
40,833,584
915,032
(32,262,529)
9,486,134


The notes on pages 18 to 40 form part of these financial statements.

Page 13

 


RUNA NETWORK LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
33
15,048,634
590,623
(12,746,797)
2,892,493


Comprehensive income for the year

Loss for the year
-
-
-
(8,705,314)
(8,705,314)

Share based payment expense
-
-
102,284
-
102,284


Contributions by and distributions to owners

Shares issued during the year (as restated - see note 27)
9
15,718,593
-
-
15,718,602



At 1 January 2023 (as restated)
42
30,767,227
692,907
(21,452,111)
10,008,065



Loss for the year
-
-
-
(11,044,712)
(11,044,712)

Share based payment expense
-
-
222,125
-
222,125


Contributions by and distributions to owners

Shares issued during the year
5
10,065,952
-
-
10,065,957


At 31 December 2023
47
40,833,179
915,032
(32,496,823)
9,251,435


The notes on pages 18 to 40 form part of these financial statements.

Page 14

 


RUNA NETWORK LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(10,831,198)
(8,621,553)

Adjustments for:

Amortisation of intangible assets
2,117
1,880

Depreciation of tangible assets
75,557
56,342

Interest paid
298,503
(155,478)

Interest received
(256,117)
-

Taxation charge
(393,461)
(432,934)

(Increase)/decrease in stocks
(1,672,561)
3,220,869

(Increase) in debtors
(6,320,731)
(3,840,635)

Increase in creditors
12,906,835
15,856,755

Corporation tax received
430,534
380,061

Share based payments
222,125
102,284

Finance costs
-
155,478

Net cash generated from operating activities

(5,538,397)
6,723,069


Cash flows from investing activities

Purchase of intangible fixed assets
-
(6,445)

Purchase of tangible fixed assets
(67,149)
(125,830)

Interest received
256,117
-

Net cash from investing activities

188,968
(132,275)
Page 15

 


RUNA NETWORK LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
10,066,362
15,718,594

New secured loans
-
3,000,000

Repayment of loans
(726,898)
(6,044,889)

Interest paid
(298,503)
-

Net cash used in financing activities
9,040,961
12,673,705

Net increase in cash and cash equivalents
3,691,532
19,264,499

Cash and cash equivalents at beginning of year
41,813,259
22,574,117

Foreign exchange gains and losses
61,836
(25,357)

Cash and cash equivalents at the end of year
45,566,627
41,813,259


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
45,566,627
41,813,259

45,566,627
41,813,259


Page 16

 


RUNA NETWORK LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

41,813,259

3,753,368

45,566,627

Debt due after 1 year

(2,155,324)

881,236

(1,274,088)

Debt due within 1 year

(726,899)

(154,338)

(881,237)


38,931,036
4,480,266
43,411,302

The notes on pages 18 to 40 form part of these financial statements.

Page 17

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Runa Network Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office, principal place of business and the Company's registered number is disclosed on the Company information page.
The Group consists of Runa Network Limited and all of its subsidiaries.
The principal activity of the Group relates to providing infrastructure for the incentives economy through digital rewards, incentives and pay-outs.

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 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 18

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group made a loss for the year of £10,831,198 (2022 - £8,621,553) and has net current assets of £10,605,781 (2022 - £11,967,419), which includes cash at bank of £45,566,627 (2022 - £41,813,259). As planned, the Group continues to incur losses whilst it builds its user base, develops its technology and product offerings, and expands the go to market team.
The directors have prepared projected monthly cash flow forecasts to December 2025, together with sensitivity analysis for these forecasts. As of the date these financial statements are signed, the Group is running a process of raising additional capital through the equity investments to support the ongoing expansion of the operations. Despite the current market uncertainty, management considers the probability of a successful equity raise very high. Management has prepared alternative business plans and financial forecasts covering a broad range of scenarios, including inability to timely raise capital. Based on both primary and secondary plans the Group forecasts show strong financial position and positive net asset balance for at least the next 12 months from the date these accounts have been signed.
The directors have considered the financial position of the Company and the Group, as well as the Group's forecasts and concluded that it is appropriate to prepare financial statements on a going concern basis. 

 
2.4

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.

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 19

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from gift card breakage is recognised if the Group expects to be entitled to breakage (or unspent value) in a contract liability. The Group recognises the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer.
SaaS revenue is invoiced to customers on a regular basis (typically monthly or annually) for accessing and using the connect platform. Revenue is therefore recognised by the Group on a straight line basis over the term of the contract.
Commission revenue is the income earned from customers on a predetermined percentage of the value of goods or services purchased, as agreed upon in the contract. The Group recognises revenue over the period it is earned.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

  
2.7

Equity instruments

Equity instruments are issued by the Group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.

 
2.8

Interest income

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

 
2.9

Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company's shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company's investment in that subsidiary.

Page 20

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.10

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

  
2.11

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.13

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
  Patents & licences   - 10 years straight line

Page 21

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

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.

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:

Computer equipment
-
3 years straight line


Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

  
2.16

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible fixed assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which the case the impairment loss is treated as a revaluation reserve.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Page 22

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Stocks

Stock consists of prepaid virtual gift cards and are stated at the lower of cost and estimated selling price. 
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. 
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
 
Page 23

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 24

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Breakage Revenue
Revenue from gift card breakage is recognised if the Group expects to be entitled to breakage (or unspent value) in a contract liability. The Group recognises the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer.
Management judgement is employed to calculate the value of the breakage revenues. The Group uses historical experience to determine the value of gift cards that are 'highly probable' not to be redeemed. This is an evidence-based estimate.


4.


Turnover

An analysis of turnover by class of business is as follows:


As restated
2023
2022
£
£

Stocked Voucher Sales
20,790,613
27,396,078

Commissions and Other Revenue
8,038,740
6,365,426

28,829,353
33,761,504


Analysis of turnover by country of destination:

As restated
2023
2022
£
£

United Kingdom
17,916,111
23,712,983

Rest of Europe
2,638,096
3,076,936

Rest of the world
8,275,146
6,971,585

28,829,353
33,761,504


Processing costs are passed through to the customer and in 2022 the pass through costs was disclosed in revenue. This has now been reclassified in cost of sales as net in accordance with FRS 102. In 2023 it has been disclosed correctly, therefore figures are now comparable between 2023 and 2022.

Page 25

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Other operating income

2023
2022
£
£

Other operating income
9,280
1,333

9,280
1,333



6.


Other operating charges



Other operating charges
41,879
-

41,879
-



7.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation of owned tangible fixed assets
75,557
56,342

Amortisation of intangible assets
2,117
1,880

Foreign exchange differences
13,177
(81,294)

Other operating lease charges
328,955
205,203

Share-based payments expense
225,125
102,284


8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Audit of the financial statements of the Group and Company

54,000
65,000

Preparation of the accounts

Corporate tax compliance services
3,950
2,500

All non-audit services not included above

19,750
8,000

23,700
10,500

Page 26

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Employees





The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
122
92
106
84

Group
2023
Group
2022
£
£
Their aggregate remuneration comprised
Wages and salaries

10,796,655

8,225,163

Social security costs

1,208,193

1,018,932

Pension costs

270,702

204,499

12,275,550

9,448,594



10.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
185,000
167,332

Group contributions to defined contribution pension schemes
4,950
4,250

189,950
171,582


During the year retirement benefits were accruing to 1 directors (2022 -1) in respect of defined contribution pension schemes.


11.


Interest receivable

2023
2022
£
£


Other interest receivable
256,177
-

256,177
-

Page 27

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest
298,503
155,478

298,503
155,478


13.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(411,507)
(432,934)

Adjustments in respect of previous periods
28,098
-


(383,409)
(432,934)


Total current tax
(383,409)
(432,934)

Deferred tax


Origination and reversal of timing differences
(10,052)
-

Total deferred tax
(10,052)
-


Tax on loss
(393,461)
(432,934)
Page 28

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 -higher than) the standard rate of corporation tax in the UK of 23.52% (2022 -19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(11,224,659)
(9,054,487)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 -19%)
(2,640,040)
(1,720,353)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
32,072
111,383

Utilisation of tax losses
858,406
1,364,762

Research and development tax credit
(412,276)
(470,907)

Other non-reversing timing differences
-
(624)

Other permanent differences
-
297,824

Tax relief on share options
(4,580)
(9,651)

Effect of overseas tax rates
-
14,843

Provision of tax adjustments
-
(193)

Movement in deferred tax not recognised
2,327,536
-

Fixed asset differences
(342)
(20,018)

Remeasurement of deferred tax for changes in tax rates
(131,903)
-

Additional deduction for R&D expenditure
(422,334)
-

Total tax charge for the year
(393,461)
(432,934)


Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Page 29

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group





Patents and licences

£



Cost


At 1 January 2023
33,512



At 31 December 2023

33,512



Amortisation


At 1 January 2023
7,477


Charge for the year
2,117



At 31 December 2023

9,594



Net book value



At 31 December 2023
23,918



At 31 December 2022
26,035



Page 30

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           14.Intangible assets (continued)

Company




Patents and licences

£



Cost


At 1 January 2023
33,512



At 31 December 2023

33,512



Amortisation


At 1 January 2023
7,477


Charge for the year
2,117



At 31 December 2023

9,594



Net book value



At 31 December 2023
23,918



At 31 December 2022
26,035

Page 31

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Computer equipment

£



Cost


At 1 January 2023
275,655


Additions
67,149



At 31 December 2023

342,804



Depreciation


At 1 January 2023
136,724


Charge for the year
75,557



At 31 December 2023

212,281



Net book value



At 31 December 2023
130,523



At 31 December 2022
138,931

Page 32

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Company






Computer equipment

£

Cost 


At 1 January 2023
275,655


Additions
65,976



At 31 December 2023

341,631



Depreciation


At 1 January 2023
136,724


Charge for the year
75,557



At 31 December 2023

212,281



Net book value



At 31 December 2023
129,350



At 31 December 2022
138,931






Page 33

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
63,524


Additions
115,026



At 31 December 2023
178,550







Subsidiary undertakings

Details of the Company's subsidiaries at 31 December 2023 are as follows:
Name of
 undertaking                  Registered office                                            Class of shares held                 Undertaking %

Runa Network Inc         Corporation Trust Center,                              Ordinary                                   100.00 %
                                     1209 Orange Street, Wilmington,
                                     New castle County, Delaware, 19801
Runa Network GmbH    65760 Eschborn,                                           Ordinary                                   100.00 %
                                      Mergenthalerallee 10-12     


The group had no fixed asset investments.



17.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Prepaid virtual gift cards
2,567,438
894,877
2,567,438
894,877

2,567,438
894,877
2,567,438
894,877


Page 34

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Debtors

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£


Trade debtors
12,216,634
12,407,773
13,736,687
12,400,855

Amounts owed by group undertakings
-
-
8,712,760
20,854,583

Other debtors
9,662,483
3,574,134
9,569,252
2,943,616

Prepayments and accrued income
465,437
41,916
463,075
41,916

Tax recoverable
412,276
459,401
412,276
470,907

22,756,830
16,483,224
32,894,050
36,711,877


Amounts owed by group undertakings are interest free and repayable on demand.
There is a prior year restatement reclassification of £9,102,270 for the group and company which increased trade debtors and decreased other debtors. This is attributable to float balances which are part of the trade of the business hence classified to trade debtors from other debtors. This had a £nil effect on profit for the year. 
As detailed in note 27 there is a prior year reclassification of share capital in Runa Network Limited. This prior year reclassification increased share capital by £8 and increased other debtors by £8.


19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
45,566,627
41,813,259
38,151,052
32,642,150

45,566,627
41,813,259
38,151,052
32,642,150



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
881,237
726,899
881,237
726,899

Trade creditors
20,972,973
18,510,426
21,435,733
29,673,460

Other taxation and social security
869,528
668,248
866,131
668,312

Other creditors
21,672,950
17,482,340
24,420,916
17,439,285

Accruals and deferred income
15,888,426
9,836,028
15,814,818
9,795,997

60,285,114
47,223,941
63,418,835
58,303,953


Refer to note 22 with respect to terms and nature of other loans.

Page 35

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
1,274,088
2,155,324
1,274,088
2,155,324

1,274,088
2,155,324
1,274,088
2,155,324


Refer to note 22 with respect to terms and nature of other loans.


22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Other loans
881,237
726,899
881,237
726,899


881,237
726,899
881,237
726,899


Amounts falling due 2-5 years

Other loans
1,274,088
2,155,324
1,274,088
2,155,324


1,274,088
2,155,324
1,274,088
2,155,324


2,155,325
2,882,223
2,155,325
2,882,223


The Company is charged 9.95% annually fixed interest rate from 1 November 2022 on the loan. The principal amount plus interest is payable over 36 monthly instalment payments. The loan is secured over all the Company assets. The loan includes a warrant granting the lender to purchase, at the lender's discretion, either £600,000 worth of shares of the most recent class (Series A-3) of preferred shares with an exercise price equal to the lowest price paid for such preferred shares, or £600,000 worth of preferred shares issued in the next equity financing with an exercise price equal to the lowest price paid for such preferred shares.

Page 36

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Deferred taxation


Group



2023


£






At beginning of year
(10,052)


Charged to profit or loss
10,052



At end of year
-

Company


2023


£






At beginning of year
(10,052)


Charged to profit or loss
10,052



At end of year
-
Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Fixed asset timing differences
-
(10,052)
-
(10,052)

-
(10,052)
-
(10,052)

Deferred tax is not recognised in respect of tax losses of £25,848,151 (2022 - £16,551,731) as it is not probable that they will be recovered against future taxable profits


24.


Share capital

As restated
2023
2022
£
£
Allotted, called up and fully paid



230,000 (2022 -230,000) Deferred shares of £0.00001 each
2
2
1,824,613 (2022 -1,823,491) Ordinary shares of £0.00001 each
18
18
476,525 (2022 -476,525) Series A1 shares of £0.00001 each
5
5
774,786 (2022 -774,780) Series A2 shares of £0.00001 each
8
8
900,221 (2022 -900,215) Series A3 shares of £0.00001 each
9
9
538,845 (2022 -Nil) Series A4 shares of £0.00001 each
5
-

47

42


Page 37

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.Share capital (continued)

During the year 1,122 (2022 - 14,638) Ordinary shares, 6 (2022 - 6) Series A2 shares, 6 (2022 - 900,215) Series A-3 shares, and 538,845 Series A-4 shares (2022 - Nil) were issued at £0.00001 (2022 - £0.00001) per share for a total consideration of £9,927,058.
Deferred shares are non-voting shares, with no dividend rights or distribution of assets.
Ordinary, Series A, Series A+, Series A-3 and Series A-4 shares have the right to vote and receive dividends (with investor majority consent) on any available distributable profits, and distribution of assets on a liquidation or a return
of capital.


25.


Reserves

Share premium account

This reserve represents the premium paid above the nominal share value for those shares.

Other reserves

This reserve reflects movements on the share options granted by the parent Company.

Profit and loss account

Cumulative profit and loss net of distributions to owners.


26.


Share-based payments

Group and company

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

0.71

300,816

0.25
 
371,471
 
Granted during the year

3.6684

47,150

1.830000
 
117,075
 
Forfeited during the year

1.0937

(32,400)

1.270000
 
(161,852)
 
Exercised during the year

0.00001

(719)

0.000010
 
(7,650)
 
Expired during the year

0.0945

(8,461)

2.530000
 
(18,228)
 
Outstanding at the end of the year

1.1581

306,386

0.71
 
300,816
 
Exercisable at the end of the year

0.6837

203,125

0.75
 
147,651
 

The options outstanding at 31 December 2023 had an exercise price ranging from £0.00001 to £6.63991 (2022 - £0.00001 to £2.36), and a remaining contractual life of between 0 to 4 years (2022 0 to 4 years).

Page 38

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.Share-based payments (continued)

Group and Company
The options were granted to the company's management team as part of a long term incentive plan, and have been valued using the Black-Scholes methodology using the inputs shown below.

2023
2022

Weighted average share price (pence)


0.701

6.64
 
Weighted average exercise price (pence)


1.1581

0.71
 
Expected volatility


70

75.00
 
Expected life


3

3.00
 
Risk-free rate


4.68

1.86
 

2023
2022
£
£


Arising from equity settled share based payment transactions
225,125
102,284


27.


Prior year adjustments

During the process of preparing the financial statements for the year to 31 December 2023, the directors identified an error in called up share capital as at 31 December 2022, which had been miststated in the prior year accounts by £8. 
This relates to 900,215 Series A-3 shares of £0.001p each, which had a value in the 2022 financial statements of £1, instead of £9. An adjustment has been made to correct this and restate the 2022 financials for called up share capital and other debtors. There has been no impact to the loss in the prior year.
Processing costs are passed through to the customer and in 2022 the pass through costs was disclosed in revenue. This has now been reclassified in cost of sales as net in accordance with FRS 102. In 2023 it has been disclosed correctly, therefore figures are now comparable between 2023 and 2022.
There has been no impact to that of current or deferred tax. 


28.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £179,818 (2022 - £17,201) were payable to the fund at the reporting date and are included in creditors.


29.


Post balance sheet events

Post year end employees that have resigned from Runa Network Limited have purchased their exercised share options. The number of share options purchased were 30,773.

Page 39

 


RUNA NETWORK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.


Controlling party

Runa Network Limited is the controlling party of the Group.
The directors do not believe that there is one ultimate controlling party of the Group.

 
Page 40