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Registered number: 08073569 (England and Wales)














FLYBITS UK LIMITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


 
FLYBITS UK LIMITED
 

 
COMPANY INFORMATION


Director
H Rahnama 




Registered number
08073569



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited






 
FLYBITS UK LIMITED
 


CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 7



 
FLYBITS UK LIMITED
REGISTERED NUMBER:08073569


BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Computer equipment
 4 
-
-

  
-
-

Current assets
  

Debtors: amounts falling due within one year
 5 
2,273
8,873

Bank and cash balances
  
9,246
47,995

  
11,519
56,868

Creditors: Amounts Falling Due Within One Year
 6 
(2,405,051)
(2,314,826)

Net current liabilities
  
 
 
(2,393,532)
 
 
(2,257,958)

Total assets less current liabilities
  
(2,393,532)
(2,257,958)

  

Net liabilities
  
(2,393,532)
(2,257,958)


Capital and reserves
  

Called up share capital 
  
1
1

Capital contribution reserve
 8 
-
11,001

Profit and loss account
  
(2,393,533)
(2,268,960)

  
(2,393,532)
(2,257,958)


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 by: 

H Rahnama
Director

Date: 18 September 2024

The notes on pages 3 to 7 form part of these financial statements.
Page 1


 
FLYBITS UK LIMITED
 


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


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1
11,001
(1,714,157)
(1,703,155)


Comprehensive income for the year

Loss for the year
-
-
(554,803)
(554,803)



At 1 January 2023
1
11,001
(2,268,960)
(2,257,958)


Comprehensive income for the year

Loss for the year
-
-
(124,573)
(124,573)


Contributions by and distributions to owners

Share based payment credit
-
(11,001)
-
(11,001)


At 31 December 2023
1
-
(2,393,533)
(2,393,532)


Page 2


 
FLYBITS UK LIMITED
 

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

1.Accounting policies

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

  
1.2

Going concern

Flybits UK Limited is in a net liability position of £2,393,532, though this is primarily due to intercompany loans due to the parent company, Flybits Inc., who has confirmed they do not plan to recall the amounts due until the Company has sufficient resources to repay the balance.

The director is assessing the long term needs of the group and as such intends to retain the Company in the near future. However, there is some uncertainty about the long term need for the Company following the reduction in headcount and the scaling back of operations.

The Company has also received written confirmation from its parent company that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the director continues to adopt the going concern basis in preparing the financial statements.

 
1.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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.

  
1.4

Operating leases: the Company has a leasee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.

Page 3


 
FLYBITS UK LIMITED
 

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

1.Accounting policies (continued)

 
1.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
1.6

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
-
1 year

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.

 
1.7

Debtors

Short term debtors are measured at transaction price, less any impairment. 

 
1.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.

  
1.9

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans. No interest is charged on the loan, which is repayable on demand.

Page 4


 
FLYBITS UK LIMITED
 

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

1.Accounting policies (continued)

 
1.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.


2.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified. The auditor drew attention to note 1.2 which indicates that a material uncertainty may exist in relation to the strategic important of the Company and its ability to continue as a going concern.

The audit report was signed on 19 September 2024 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


3.


Employees

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

Page 5


 
FLYBITS UK LIMITED
 

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

4.


Tangible fixed assets





Computer equipment

£





At 1 January 2023
6,623


Disposals
(6,623)



At 31 December 2023

-





At 1 January 2023
6,623


Disposals
(6,623)



At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
-


5.


Debtors

2023
2022
£
£


Other debtors
1,069
1,846

Prepayments and accrued income
1,204
7,027

2,273
8,873


Page 6


 
FLYBITS UK LIMITED
 

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

6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
650
1,772

Amounts owed to group undertakings
2,388,692
2,287,396

Other creditors
17
8,666

Accruals and deferred income
15,692
16,992

2,405,051
2,314,826



7.


Financial commitments

At the end of the reporting period, the total amount of financial commitments, guarantees and contingencies that are not included in the balance sheet was £1,497 (2022: £4,491). 


8.


Capital contribution reserve

Certain employees of the Company along with other group employees have been granted options over ordinary shares in Flybits Inc. The options are granted at an independently determined fair value.
Vesting conditions for these options are as follows:
 
25% of the options vest one year after the vesting commencement date and then monthly for three years thereafter.

An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised within the capital contribution reserve. All share options were forfeited in the year and as a result the reserve valuation has been reversed to £Nil at the year end.


9.


Controlling party

Flybits Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 175 Bloor St East North Tower, Suite 1400, Toronto, ON M4W 3R8, Canada. 


10.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

Page 7