Company Registration No. 13534322 (England and Wales)
Gravitiq UK Acquisitions Ltd Annual report and
group financial statements
for the year ended 31 December 2023
Gravitiq UK Acquisitions Ltd
Company information
Directors
Dr A I Gunasekara
Dr S K Srivastava
Secretary
Dr A I Gunasekara
Company number
13534322
Registered office
34 Castle Hill
Maidenhead
Berkshire
United Kingdom
SL6 4JJ
Independent auditor
TC Group
1st Floor
Ocean Village Innovation Centre
Ocean Way
Southampton
Hampshire
United Kingdom
SO14 3JZ
Gravitiq UK Acquisitions Ltd
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Group statement of comprehensive income
7
Group statement of financial position
8
Company statement of financial position
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Notes to the financial statements
12 - 27
Gravitiq UK Acquisitions Ltd
Directors' report
For the period ended 31 December 2023
The directors present their annual report and financial statements for the period ended 31 December 2023.
Principal activities
The principal activity of the Gravitiq UK Acquisitions Ltd (the 'parent company') is the holding company for subsidiary investments. The trading activity of the group is that of the sale of healthcare goods via online retail.
Results and dividends
The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Dr A I Gunasekara Mr S K Srivastava
Auditor
TC Group were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom generally accepted accounting practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The financial reporting standard applicable in the UK and Republic of Ireland', and applicable law).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
Directors are responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006 Statement of disclosure to auditor.
Page 1
Gravitiq UK Acquisitions Ltd
Directors' report (continued)
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.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
..............................
..............................
Dr A I Gunasekara
Mr S K Srivastava
Director
Director
Date: 23 September 2024
Page 2
Gravitiq UK Acquisitions Ltd
Independent auditor's report
To the members of Gravitiq UK Acquisitions Ltd
Opinion
We have audited the financial statements of Gravitiq UK Acquisitions Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The 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 and of the parent company's affairs as at 31 December 2023 and of the group's loss for the period 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 and 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.
Page 3
Gravitiq UK Acquisitions Ltd
Independent auditor's report (continued)
To the members of Gravitiq UK Acquisitions Ltd
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our 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.
Opinions 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 directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has 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 their environment obtained in the course of the audit, we have not identified material misstatements in 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Page 4
Gravitiq UK Acquisitions Ltd
Independent auditor's report (continued)
To the members of Gravitiq UK Acquisitions Ltd
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's 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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group in the context of the sector and countries in which it operates and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK.
We understood how the group is complying with those frameworks by making enquiries of
management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes, legal correspondence, and discussions with those charged with governance.
We assess the susceptibility of the group financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the company/group has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.
Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulation identified in the paragraphs above.
We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Page 5
Gravitiq UK Acquisitions Ltd
Independent auditor's report (continued)
To the members of Gravitiq UK Acquisitions Ltd
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Richard Gillespie, FCCA Senior Statutory Auditor
For and on behalf of TC Group
Date: 23 September 2024
Chartered Accountants
Statutory Auditors
1st Floor
Ocean Village Innovation Centre Ocean Way
Southampton Hampshire SO14 3JZ
Page 6
Gravitiq UK Acquisitions Ltd
Group statement of comprehensive income
For the period ended 31 December 2023
Year
ended
31 December
2023
Period
ended
31 December
2022
Notes
£
£
Turnover
4,012,977
3,476,375
Cost of sales
(2,841,900)
(2,022,178)
Gross profit
1,171,077
1,454,197
Administrative expenses
(1,319,218)
(1,843,173)
Operating Profit/(loss)
(148,141)
(388,976)
Interest payable and similar expenses
(516,698)
(575,272)
Loss before taxation
(664,839)
(964,248)
Tax on loss
4
-
(5,789)
Loss for the financial period
(664,839)
(970,037)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
Page 7
Gravitiq UK Acquisitions Ltd
Group statement of financial position
As at 31 December 2023
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
5
1,532,674
1,799,226
Tangible assets
6
567
1,247
1,533,241
1,800,473
Current assets
Stocks
8
917,765
975,019
Debtors
10
243,356
242,710
Cash at bank and in hand
147,443
276,702
1,308,564
1,494,431
Creditors: amounts falling due within one
(3,987,177)
(1,298,054)
year
11
Net current assets
(2,678,613)
196,377
Total assets less current liabilities
(1,145,372)
1,996,850
Creditors: amounts falling due after more
than one year
12
(489,503)
(2,966,886)
Net (liabilities)/assets
(1,634,875)
(970,036)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(1,634,876)
(970,037)
Total equity
(1,634,875)
(970,036)
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
..............................
..............................
Dr A I Gunasekara
Mr S K Srivastava
Director
Director
Company Registration No. 13534322 (England and Wales)
Page 8
Gravitiq UK Acquisitions Ltd
Company statement of financial position
As at 31 December 2023
Fixed assets
Investments
Notes
7
£
2023
£
2,526,571
£
2022
£
2,526,571
Current assets
Debtors
10
289
Cash at bank and in hand
827
1,116
-
Creditors: amounts falling due within one
year
11
(3,696,554)
(609,818)
Net current (liabilities)/assets
(3,695,438)
(609,818)
Total assets less current liabilities
(1,168,867)
1,916,753
Creditors: amounts falling due after more than one year
12
(2,804,904)
Net (liabilities)/assets
(1,168,867)
(888,151)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(1,168,868)
(888,152)
Total equity
(1,168,867)
(888,151)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the period was £ 280,716 (2022 - £ Loss 888,152).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on
23 September 2024
23 September 2024
and are signed on its behalf by:
..............................
..............................
Dr A I Gunasekara
Mr S K Srivastava
Director
Director
Company Registration No. 13534322 (England and Wales)
Page 9
Gravitiq UK Acquisitions Ltd
Group statement of changes in equity
For the period ended 31 December 2023
Notes
Share
capital
£
Profit and
loss reserves
£
Total
£
Balance at 30 September 2021
1
-
1
Period ended 31 December 2022:
Loss and total comprehensive income for the year
-
(970,037)
(970,037)
Issue of share capital
-
-
-
Balance at 31 December 2022
1
(970,037)
(970,036)
Year ended 31 December 2023:
Loss and total comprehensive income for the period
-
(664,839)
(664,839)
Balance at 31 December 2023
1
(1,634,876)
(1,634,875)
Page 10
Gravitiq UK Acquisitions Ltd
Company statement of changes in equity
For the period ended 31 December 2023
Notes
Share
capital
£
Profit and
loss reserves
£
Total
£
Balance at 30 September 2021
1
-
1
Period ended 31 December 2022:
Loss and total comprehensive income for the year
-
(888,152)
(888,152)
Issue of share capital
-
-
-
Balance at 31 December 2022
1
(888,152)
(888,152)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(280,716)
(280,716)
Balance at 31 December 2023
1
(1,168,868)
(1,168,868)
Page 11
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements
For the period ended 31 December 2023
1
Accounting policies Company information
Gravitiq UK Acquisitions Ltd (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 34 Castle Hill, Maidenhead, Berkshire, United Kingdom, SL6 4JJ.
1.1
Reporting period
The figures presented for the current year are for the year to 31 December 2023. The prior year figures are for the 15 months period from 1 October 2021 to 31 December 2022 so are not entirely comparable.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention modified to certain financial instruments at fair value. The principal accounting policies adopted are set out below.
Page 12
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1 Accounting policies (continued)
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Gravitiq UK Acquisitions Ltd together with all entities controlled by the parent company (its subsidiary).
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the company's ultimate parent Gravitiq Holdings Inc, has indicated its continued financial support to the company and its group and accordingly the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the sale of healthcare goods, and is shown net of VAT and other sales related 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.
Page 13
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1 Accounting policies (continued)
1.6
Intangible fixed assets - goodwill
Goodwill arising on the acquisition of subsidiary trade and assets represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 8 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation 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:
Computer equipment
3 year straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Page 14
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1 Accounting policies (continued)
1.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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 a 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 case the impairment loss is treated as a revaluation decrease.
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.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined on the first-in, first-out (FIFO) method. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition
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.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Page 15
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
1.12
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 statement of financial position 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, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party without imposing additional restrictions.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the
Page 16
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments 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.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Page 17
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
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.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss
Page 18
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
2
Critical accounting judgements 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.
Stock provisioning
The directors continuously monitor the company's stock levels and aging to maintain an appropriate stock provision where required. The provision is the directors best estimate and is based on judgements surrounding future salability and expiration dates.
Amortisation
Amortisation is provided at rates calculated to write off the cost of each goodwill asset over its expected useful life. The useful life of goodwill is a judgement made by the directors using assumptions based upon historical experience and current trends.
3
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
3
3
2
2
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on losses for the current period
-
5,789
Page 19
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
4
Taxation (continued)
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
2023
£
2022
£
Loss before taxation
(664,839)
(964,248)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(126,319)
(183,207)
Unutilised tax losses carried forward
75,545
126,043
Permanent capital allowances in excess of depreciation
129
(353)
Amortisation on assets not qualifying for tax allowances
50,645
63,306
Taxation charge
-
5,789
5
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023
2,132,416
Additions
At 31 December 2023
2,132,416
Amortisation and impairment
At 1 January 2023
333,190
Amortisation charged for the period
266,552
At 31 December 2023
599,742
Carrying amount
At 31 December 2023
1,532,674
At 31 December 2022
1,799,226
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
Page 20
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
6
Tangible fixed assets
Group
Computer
equipment
£
Cost
At 1 January 2023
2,040
Additions
-
At 31 December 2023
2,040
Depreciation and impairment
At 1 January 2023
793
Depreciation charged in the period
680
At 31 December 2023
1,473
Carrying amount
At 31 December 2023
567
At 31 December 2022
1,247
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022
7
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Shares in group undertakings and participating interest
-
-
2,526,571
2,526,571
.
Page 21
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
7
Fixed asset investments (continued)
Movements in fixed asset investments
Company
Shares
In subsidiaries
£
Cost or valuation
At 1 January 2023
2,526,571
Additions
-
At 31 December 2023
2,526,571
Carrying amount
At 31 December 2023
2,526,571
At 31 December 2022
2,526,571
8
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Goods for resale
917,765
975,019
-
-
917,765
975,019
-
-
Page 22
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
9
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of shares held
% Held Direct
Cheers Health Care Ltd
34 Castle Hill, Maidenhead, SL6 4JJ
Ordinary shares
100.00
10
Debtors
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade debtors
57,991
75,099
-
-
Amounts owed by group undertakings
171,267
-
-
-
Other debtors
14,098
167,611
289
-
243,356
242,710
289
-
Page 23
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
11
Creditors: amounts falling due within one year
Group 2023
£
2022
£
Company
2023
£
2022
£
Bank loans and overdrafts
63,903
50,760
-
9
Trade creditors
1,327
1,151
-
-
Amounts owed to group undertakings
3,847,205
1,193,640
3,691,054
600,858
Taxation and social security
26,461
27,901
-
-
Other creditors
48,281
24,602
5,500
8,951
3,987,177
1,298,054
3,696,554
609,818
The company has a loan from the immediate controlling parent, Gravitiq LLC, with interest payable on the unpaid principal at the rate of 16.5% per annum, the loan will be repaid in instalments commencing 36 months after the first drawdown of funds, being on 5 October 2021. In 2024, the parties agreed to extend the repayment period until October 4, 2027.
12
Creditors: amounts falling due after more than one year
Group
2023
£
2022
£
Company
2023
£
2022
£
Bank loans and overdrafts
92,044
161,982
-
-
Loans from group undertakings and related parties
397,459
2,804,904
-
2,804,904
489,503
2,966,886
-
2,804,904
13
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
155,947
212,278
-
-
Bank overdrafts
-
464
-
9
Loans from group undertakings and related parties
397,459
2,804,905
-
2,804,905
553,406
3,017,647
-
2,804,914
Payable within one year
63,903
50,761
-
10
Payable after one year
489,503
2,966,886
-
2,804,904
Page 24
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
13
Loans and overdrafts (continued)
The subsidiary has a loan of £250,000 bearing interest at a rate of 12.69% per annum, repayable by 60 instalments with final repayment date by March 2026.
The subsidiary has a loan from the immediate controlling parent, Gravitiq LLC, with interest payable on the principal at the rate of interest percentage charged to the intermediate controlling company by the external lending party, the loan will be repaid as per demand in instalments period beginning on 26 September 2022.
The group's immediate controlling parent, Gravitiq LLC, has a loan secured on the group's assets, including cash at bank of current carrying value of £55,800 (2022: £204,000). The loan is instantly repayable in the event of default on any payment of interest or principal, bankruptcy or insolvency, loss of security and contract breaches. In any of those cases, the lender has a claim over the assets specified above, in any order chosen by the lender, to the extent necessary to settle the outstanding value of the debt.
Page 25
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
14
Financial instruments
The Group has the following financial instruments:
Note
2023
2022
£
£
Financial assets at fair value through profit or loss
-
-
Financial assets that are debt instruments
measured at amortised cost:
Trade debtors
10
57,991
75,099
Amounts owed by group undertakings
10
171,267
-
Other debtors
10
14,098
167,611
243,356
242,710
Financial assets that are equity instruments measured at cost less impairment
-
-
Financial liabilities measured at fair value through profit or loss
-
-
Financial liabilities measured at amortised cost:
Bank loans and overdrafts
13
155,947
212,278
Trade creditors
11
1,327
1,151
Amounts owed to group undertakings
11 & 12
4,244,664
3,998,544
Taxation and Social Security
11
26,461
27,901
Other creditors
11
48,281
24,602
4,476,680
4,264,476
Page 26
Gravitiq UK Acquisitions Ltd
Notes to the group financial statements (continued)
For the period ended 31 December 2023
The company has the following financial instruments:
Note
2023
2022
£
£
Financial assets at fair value through profit or loss
-
-
Financial assets that are debt instruments measured at amortised cost:
Other debtors
10
289
-
Financial assets that are equity instruments measured at cost less impairment
-
-
Financial liabilities measured at fair value through profit or loss
-
-
Financial liabilities measured at amortised cost:
Bank loans and overdrafts
11
-
9
Amounts owed to group undertakings
11 & 12
3,691,054
3,405,762
Taxation and social security
11
-
-
Other creditors
11
5,500
8,951
3,696,554
3,414,722
15
Related party transactions
The company and the group has taken advantage of the exemption in FRS 102 section 33 from the requirement to disclose transactions with any wholly owned subsidiary undertakings, all members of the group are 100% owned.
16
Controlling party
The Company's immediate controlling parent is Gravitiq LLC a company incorporated in the United States of America. The Company is a wholly owned subsidiary of Gravitiq Holdings Inc.
The Directors regard Gravitiq Holdings Inc a company incorporated in Delaware, United States of America as the Company's ultimate controlling parent. Copies of their financial statements are available from 1209 Orange Street, Wilmington, DE 19801.
Page 27
falseCCH SoftwareiXBRL Review & Tag 2022.22023-12-312023-01-01135343222023-01-012023-12-3113534322bus:Director12023-01-012023-12-3113534322bus:Director22023-01-012023-12-3113534322bus:CompanySecretary12023-01-012023-12-31135343222023-12-3113534322bus:Consolidated2023-01-012023-12-3113534322bus:Consolidated2023-12-3113534322bus:Consolidated2021-10-012022-12-3113534322bus:Consolidated2022-12-31135343222022-12-3113534322core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3113534322core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3113534322core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3113534322core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3113534322core:CurrentFinancialInstruments2023-12-3113534322core:CurrentFinancialInstruments2022-12-3113534322core:Non-currentFinancialInstruments2023-12-3113534322core:Non-currentFinancialInstruments2022-12-3113534322bus:FRS1022023-01-012023-12-3113534322bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-31135343222021-10-012022-12-3113534322bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113534322bus:Audited2023-01-012023-12-3113534322bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP