IRIS Accounts Production v24.2.0.383 11273793 Board of Directors 31.12.23 1.1.23 31.12.23 31.12.23 technology platform and marketplace for property investment. true true false true true false false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure112737932022-12-31112737932023-12-31112737932023-01-012023-12-31112737932021-12-31112737932022-01-012022-12-31112737932022-12-3111273793ns16:EnglandWales2023-01-012023-12-3111273793ns15:PoundSterling2023-01-012023-12-3111273793ns11:Director12023-01-012023-12-3111273793ns11:Consolidated2023-12-3111273793ns11:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3111273793ns11:PrivateLimitedCompanyLtd2023-01-012023-12-3111273793ns11:FRS102ns11:Consolidated2023-01-012023-12-3111273793ns11:Auditedns11:Consolidated2023-01-012023-12-3111273793ns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3111273793ns11:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3111273793ns11:Consolidatedns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3111273793ns11:LargeMedium-sizedCompaniesRegimeForAccountsns11:Consolidated2023-01-012023-12-3111273793ns11:FullAccounts2023-01-012023-12-311127379312023-01-012023-12-3111273793ns11:Consolidated2023-01-012023-12-3111273793ns11:Director32023-01-012023-12-3111273793ns11:Director42023-01-012023-12-3111273793ns11:RegisteredOffice2023-01-012023-12-3111273793ns11:Director22023-01-012023-12-3111273793ns11:Consolidated2022-01-012022-12-3111273793ns6:CurrentFinancialInstruments2023-12-3111273793ns6:CurrentFinancialInstruments2022-12-3111273793ns6:ShareCapital2023-12-3111273793ns6:ShareCapital2022-12-3111273793ns6:SharePremium2023-12-3111273793ns6:SharePremium2022-12-3111273793ns6:FurtherSpecificReserve1ComponentTotalEquity2023-12-3111273793ns6:FurtherSpecificReserve1ComponentTotalEquity2022-12-3111273793ns6:RetainedEarningsAccumulatedLosses2023-12-3111273793ns6:RetainedEarningsAccumulatedLosses2022-12-3111273793ns6:ShareCapital2021-12-3111273793ns6:RetainedEarningsAccumulatedLosses2021-12-3111273793ns6:SharePremium2021-12-3111273793ns6:FurtherSpecificReserve1ComponentTotalEquity2021-12-3111273793ns6:ShareCapital2022-01-012022-12-3111273793ns6:SharePremium2022-01-012022-12-3111273793ns6:RetainedEarningsAccumulatedLosses2022-01-012022-12-3111273793ns6:FurtherSpecificReserve1ComponentTotalEquity2022-01-012022-12-3111273793ns6:ShareCapital2023-01-012023-12-3111273793ns6:SharePremium2023-01-012023-12-3111273793ns6:RetainedEarningsAccumulatedLosses2023-01-012023-12-3111273793ns6:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3111273793ns6:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3111273793ns6:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3111273793ns6:FurnitureFittings2023-01-012023-12-3111273793ns6:ComputerEquipment2023-01-012023-12-3111273793ns6:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3111273793ns6:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-12-3111273793ns6:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3111273793ns6:FurnitureFittings2022-12-3111273793ns6:ComputerEquipment2022-12-3111273793ns6:FurnitureFittings2023-12-3111273793ns6:ComputerEquipment2023-12-3111273793ns6:FurnitureFittings2022-12-3111273793ns6:ComputerEquipment2022-12-3111273793ns6:CostValuation2022-12-3111273793ns6:WithinOneYearns6:CurrentFinancialInstruments2023-12-3111273793ns6:WithinOneYearns6:CurrentFinancialInstruments2022-12-3111273793ns6:Non-currentFinancialInstruments2023-12-3111273793ns6:Non-currentFinancialInstruments2022-12-3111273793ns6:WithinOneYear2023-12-3111273793ns6:WithinOneYear2022-12-3111273793ns6:RetainedEarningsAccumulatedLosses2022-12-3111273793ns6:SharePremium2022-12-3111273793ns6:FurtherSpecificReserve1ComponentTotalEquity2022-12-31
REGISTERED NUMBER: 11273793 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2023

for

Terranova.Network Limited

Terranova.Network Limited (Registered number: 11273793)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 19


Terranova.Network Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: Dr M M Faizullah Khan
Mr B Dessaint
Mr Y Ozdalga





REGISTERED OFFICE: 1 Lyric Square
Hammersmith
London
W6 0NB





REGISTERED NUMBER: 11273793 (England and Wales)





AUDITORS: WP Audit Limited
Statutory Auditors
TOR
Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN

Terranova.Network Limited (Registered number: 11273793)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
The group has developed a market-leading technology platform and offering to enable customers to invest cost-effectively in UK buy-to-let property. The group has continued to develop its technology platform and product offering significantly through the financial year whilst growing its subscriber base and product offering. The group continues to have sufficient resources to invest in accelerating growth in revenue whilst also managing resources effectively to balance the ongoing cash requirement that developing the business requires.

PRINCIPAL RISKS AND UNCERTAINTIES
Market risk
The group's main risk derives from the market demand for buy-to-let property in the UK. Uncertainty in the UK economy, including the impact of interest rates and high levels of inflation, could affect the demand for investment into buy-to-let property in the UK and adversely affect the group's growth prospects. In 2023 demand for the group's services remained strong and the group is well positioned in terms of its funding and offering to cope with any potential economic downturn that could occur due to external factors.

To mitigate the risk of economic contraction affecting demand for the group's services, the group continues to grow its customer base, both in the UK and overseas as well as expand its product offerings. The group's customer offerings are competitively priced with additional revenue generating products being added on a regular basis. This should allow the group to continue to grow market share even where the market overall may not be growing.

Staff risk
The group also faces risk in relation to the retention of key staff. In order to mitigate this risk, the group provides a professional and flexible working environment along with a competitive pay structure and has an equity programme which is designed to retain key members of staff.

Liquidity risk
The group is cash negative on an operating basis due to significant investment made in growing the business. Consequently, following a successful fundraising in 2021 the group maintains a significant amount of cash at bank in order to fund operations for the foreseeable future, that is at least 12 months from the date of approval of these accounts.

Information security risk
Loss of the IT network or data held within it could result in significant reputational and financial damage. The 's IT group's systems are all cloud-based and therefore can be accessed from any location with an internet connection. Access to the group's systems requires multi-factor authentication and firewall software is in place to restrict the impact of cyber-attacks.

Tax risk
All transactions undertaken by the group have a business purpose and a commercial rationale. The group does not engage in any aggressive tax planning and does not implement structures purely for tax planning purposes. In relation to tax compliance, it is the policy of the group to fully comply with all applicable tax rules, regulations and disclosure requirements. The group uses appropriately qualified external advisors to look after the group's tax affairs.


Terranova.Network Limited (Registered number: 11273793)

Group Strategic Report
for the Year Ended 31 December 2023

KEY PERFORMANCE INDICATORS
To assist the board's management and governance of the business and to provide demonstrable evidence of achieving the group strategy, there are a number of important financial and non-financial key performance indicators (KPIs) which the business tracks. The main financial KPIs which the board examines monthly are as follows:

2023 2022

Value of property on the platform £1.5bn £1.1bn
EBITDA loss £4.9m £5.6m
Cash £5.3m £8.2m

The operating results have been in line with the expectations of the directors. The group's key focus is on revenue growth and cash burn, for which earnings before interest, tax, depreciation and amortisation ("EBITDA") is used as a proxy. The directors also measure cash as a measure of liquidity to support the investment in the business.

To effectively manage the performance of the business the directors regularly review the sales and marketing activity, the technology road map and milestones for delivering new revenue opportunities. Since the level of collaboration in the business is a key factor in the group's success, these functions need to deliver collectively to allow the group to meet its ambitious plans to grow the business and realise the market opportunity available to it.

ON BEHALF OF THE BOARD:





Dr M M Faizullah Khan - Director


30 September 2024

Terranova.Network Limited (Registered number: 11273793)

Report of the Directors
for the Year Ended 31 December 2023

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

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

Dr M M Faizullah Khan
Mr B Dessaint
Mr Y Ozdalga

Other changes in directors holding office are as follows:

Mr M M Faizullah Khan ceased to be a director after 31 December 2023 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 company and the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Dr M M Faizullah Khan - Director


30 September 2024

Report of the Independent Auditors to the Members of
Terranova.Network Limited

Opinion
We have audited the financial statements of Terranova.Network Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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's and of the parent company 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 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 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Terranova.Network Limited


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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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.

Report of the Independent Auditors to the Members of
Terranova.Network Limited


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud.

-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

-understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we;

-performed analytical procedures to identify unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

Audit response to risks identified
In response to the risk of irregularities and non-compliance with laws and regulations; we designed procedures which included, but were not limited to;

-agreeing financial statement disclosures to underlying supporting documentation;
-enquiring of management as to actual and potential litigation and claims; and
-reviewing correspondence with HMRC, relevant regulators and company's legal advisors.


Report of the Independent Auditors to the Members of
Terranova.Network Limited

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of collusion.

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 Report of the Auditors.

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 2006. Our 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 a Report of the Auditors 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.




Philippa Duckworth BSc FCCA (Senior Statutory Auditor)
for and on behalf of WP Audit Limited
Statutory Auditors
TOR
Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN

1 October 2024

Terranova.Network Limited (Registered number: 11273793)

Consolidated Income Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

TURNOVER 2,177,303 1,401,863

Cost of sales (1,066,819 ) (915,126 )
GROSS PROFIT 1,110,484 486,737

Administrative expenses (7,665,029 ) (7,017,777 )
(6,554,545 ) (6,531,040 )

Other operating income - 5,259
OPERATING LOSS 4 (6,554,545 ) (6,525,781 )

Interest receivable and similar income 80,590 25,324
LOSS BEFORE TAXATION (6,473,955 ) (6,500,457 )

Tax on loss 5 767,236 948,077
LOSS FOR THE FINANCIAL YEAR (5,706,719 ) (5,552,380 )
Loss attributable to:
Owners of the parent (5,706,719 ) (5,552,380 )

Terranova.Network Limited (Registered number: 11273793)

Consolidated Other Comprehensive Income
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

LOSS FOR THE YEAR (5,706,719 ) (5,552,380 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (5,706,719 ) (5,552,380 )

Total comprehensive income attributable to:
Owners of the parent (5,706,719 ) (5,552,380 )

Terranova.Network Limited (Registered number: 11273793)

Consolidated Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Intangible assets 7 5,179,535 4,067,771
Tangible assets 8 45,471 64,961
Investments 9 - -
5,225,006 4,132,732

CURRENT ASSETS
Debtors 10 2,089,720 1,226,995
Cash at bank 5,294,806 8,180,046
7,384,526 9,407,041
CREDITORS
Amounts falling due within one year 11 (1,086,814 ) (748,871 )
NET CURRENT ASSETS 6,297,712 8,658,170
TOTAL ASSETS LESS CURRENT LIABILITIES 11,522,718 12,790,902

CAPITAL AND RESERVES
Called up share capital 13 235 231
Share premium 14 22,994,453 22,675,424
Other reserves 14 4,119,502 -
Retained earnings 14 (15,591,472 ) (9,884,753 )
11,522,718 12,790,902

Terranova.Network Limited (Registered number: 11273793)

Consolidated Balance Sheet - continued
31 December 2023


The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2024 and were signed on its behalf by:





Dr M M Faizullah Khan - Director


Terranova.Network Limited (Registered number: 11273793)

Company Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Intangible assets 7 5,179,535 4,067,771
Tangible assets 8 46,060 64,275
Investments 9 29,165 29,160
5,254,760 4,161,206

CURRENT ASSETS
Debtors 10 3,558,394 2,307,151
Cash at bank 5,271,423 8,147,233
8,829,817 10,454,384
CREDITORS
Amounts falling due within one year 11 (1,053,221 ) (714,235 )
NET CURRENT ASSETS 7,776,596 9,740,149
TOTAL ASSETS LESS CURRENT LIABILITIES 13,031,356 13,901,355

CAPITAL AND RESERVES
Called up share capital 13 235 231
Share premium 14 22,994,453 22,675,424
Other reserves 14 4,119,502 -
Retained earnings 14 (14,082,834 ) (8,774,300 )
13,031,356 13,901,355

Company's loss for the financial year (5,308,534 ) (5,176,357 )

Terranova.Network Limited (Registered number: 11273793)

Company Balance Sheet - continued
31 December 2023


The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2024 and were signed on its behalf by:





Dr M M Faizullah Khan - Director


Terranova.Network Limited (Registered number: 11273793)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2022 213 (4,332,373 ) 22,413,242 - 18,081,082

Changes in equity
Issue of share capital 18 - 262,182 - 262,200
Total comprehensive income - (5,552,380 ) - - (5,552,380 )
Balance at 31 December 2022 231 (9,884,753 ) 22,675,424 - 12,790,902

Changes in equity
Issue of share capital 4 - 319,029 - 319,033
Total comprehensive income - (5,706,719 ) - 4,119,502 (1,587,217 )
Balance at 31 December 2023 235 (15,591,472 ) 22,994,453 4,119,502 11,522,718

Terranova.Network Limited (Registered number: 11273793)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2022 213 (3,597,943 ) 22,413,242 - 18,815,512

Changes in equity
Issue of share capital 18 - 262,182 - 262,200
Total comprehensive income - (5,176,357 ) - - (5,176,357 )
Balance at 31 December 2022 231 (8,774,300 ) 22,675,424 - 13,901,355

Changes in equity
Issue of share capital 4 - 319,029 - 319,033
Total comprehensive income - (5,308,534 ) - 4,119,502 (1,189,032 )
Balance at 31 December 2023 235 (14,082,834 ) 22,994,453 4,119,502 13,031,356

Terranova.Network Limited (Registered number: 11273793)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (5,827,493 ) (5,606,950 )
Tax paid 948,083 519,946
Net cash from operating activities (4,879,410 ) (5,087,004 )

Cash flows from investing activities
Purchase of intangible fixed assets (2,501,627 ) (2,737,246 )
Purchase of tangible fixed assets (23,327 ) (34,160 )
Sale of tangible fixed assets - 833
Interest received 80,590 25,324
Net cash from investing activities (2,444,364 ) (2,745,249 )

Cash flows from financing activities
Loan repayments in year - (2,096 )
Share issue 319,032 262,201
New convertible loan 4,119,502 -
Net cash from financing activities 4,438,534 260,105

Decrease in cash and cash equivalents (2,885,240 ) (7,572,148 )
Cash and cash equivalents at beginning of year 2 8,180,046 15,752,194

Cash and cash equivalents at end of year 2 5,294,806 8,180,046

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
31.12.23 31.12.22
£    £   
Loss before taxation (6,473,955 ) (6,500,457 )
Depreciation charges 1,432,696 911,514
Profit on disposal of fixed assets - (362 )
Finance income (80,590 ) (25,324 )
(5,121,849 ) (5,614,629 )
Increase in trade and other debtors (1,043,572 ) (182,075 )
Increase in trade and other creditors 337,928 189,754
Cash generated from operations (5,827,493 ) (5,606,950 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 5,294,806 8,180,046
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 8,180,046 15,752,194


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 8,180,046 (2,885,240 ) 5,294,806
8,180,046 (2,885,240 ) 5,294,806
Total 8,180,046 (2,885,240 ) 5,294,806

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Terranova.Network Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

Basis of consolidation
The group financial statements consolidate the financial statements of Terranova,Network Limited and all its subsidiary undertakings drawn up to 31 December each year. Subsidiary undertakings are included in the group financial statements using the acquisition method of accounting.

Getground FS Limited (Registered No. 13242002) and GetGround Limited (Registered No. 12476549) both incorporated in England and Wales have taken exemption in section 479A of the Companies Act (the "Act") from the requirement in the Act for their individual accounts to be audited.

Significant judgements and estimates
In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The group makes a significant estimate and assumption concerning the estimated useful life of its development costs incurred in relation to developing its technology platform.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes.

Turnover is derived primarily from sign up and subscription fees to the group's technology platform. Sign up fees are recognised at the point that the customer signs up to the platform and subscription fees are recognised in the period to which they relate. The group receives ancillary income which it recognises once the right to consideration and all performance criteria has been achieved.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 25% on cost
Computer equipment - 33% on cost

Tangible fixed assets are included at cost less depreciation and impairment.

Financial instruments
Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

3. EMPLOYEES AND DIRECTORS
31.12.23 31.12.22
£    £   
Wages and salaries 5,669,653 5,808,622
Social security costs 706,938 662,219
Other pension costs 74,723 71,452
6,451,314 6,542,293

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
31.12.23 31.12.22

Directors 2 2
Engineering 22 26
Operations 14 14
Sales & Marketing 24 23
Product & Design 5 10
People & Talent 5 5
72 80

31.12.23 31.12.22
£    £   
Directors' remuneration 368,333 334,167

Information regarding the highest paid director is as follows:
31.12.23 31.12.22
£    £   
Emoluments etc 210,000 167,084

4. OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.23 31.12.22
£    £   
Other operating leases 391,671 308,097
Depreciation - owned assets 42,817 42,780
Profit on disposal of fixed assets - (362 )
Development costs amortisation 1,389,863 868,782
Auditors' remuneration 16,485 16,125
Foreign exchange differences 9,515 (10,693 )

5. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax (767,236 ) (948,077 )
Tax on loss (767,236 ) (948,077 )

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

5. TAXATION - continued

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.23 31.12.22
£    £   
Loss before tax (6,473,955 ) (6,500,457 )
Loss multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19
%)

(1,230,051

)

(1,235,087

)

Effects of:
Expenses not deductible for tax purposes (477,582 ) (509,601 )
Depreciation in excess of capital allowances 268,960 161,704
Research & development enhanced relief (113,170 ) (407,943 )
Losses carried forward not recognised in deferred tax 784,607 1,042,850
Total tax credit (767,236 ) (948,077 )

6. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


7. INTANGIBLE FIXED ASSETS

Group
Developme
costs
£   
COST
At 1 January 2023 5,594,264
Additions 2,501,627
At 31 December 2023 8,095,891
AMORTISATION
At 1 January 2023 1,526,493
Amortisation for year 1,389,863
At 31 December 2023 2,916,356
NET BOOK VALUE
At 31 December 2023 5,179,535
At 31 December 2022 4,067,771

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

7. INTANGIBLE FIXED ASSETS - continued

Company
Developme
costs
£   
COST
At 1 January 2023 5,594,264
Additions 2,501,627
At 31 December 2023 8,095,891
AMORTISATION
At 1 January 2023 1,526,493
Amortisation for year 1,389,863
At 31 December 2023 2,916,356
NET BOOK VALUE
At 31 December 2023 5,179,535
At 31 December 2022 4,067,771

8. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2023 5,366 143,602 148,968
Additions - 23,327 23,327
At 31 December 2023 5,366 166,929 172,295
DEPRECIATION
At 1 January 2023 3,231 80,776 84,007
Charge for year 1,037 41,780 42,817
At 31 December 2023 4,268 122,556 126,824
NET BOOK VALUE
At 31 December 2023 1,098 44,373 45,471
At 31 December 2022 2,135 62,826 64,961

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

8. TANGIBLE FIXED ASSETS - continued

Company
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2023 5,366 140,147 145,513
Additions - 23,328 23,328
At 31 December 2023 5,366 163,475 168,841
DEPRECIATION
At 1 January 2023 3,231 78,007 81,238
Charge for year 1,037 40,506 41,543
At 31 December 2023 4,268 118,513 122,781
NET BOOK VALUE
At 31 December 2023 1,098 44,962 46,060
At 31 December 2022 2,135 62,140 64,275

9. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 January 2023
and 31 December 2023 29,165
NET BOOK VALUE
At 31 December 2023 29,165
At 31 December 2022 29,165


Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

10. DEBTORS

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£    £    £    £   
Amounts falling due within one year:
Trade debtors 67,106 47,244 67,106 47,244
Amounts owed by group undertakings - - 1,489,298 1,085,646
Other debtors 1,171,077 176,626 1,153,612 172,257
Tax 767,229 948,076 767,229 948,076
Prepayments 82,407 55,049 81,149 53,928
2,087,819 1,226,995 3,558,394 2,307,151

Amounts falling due after more than one year:
Other debtors 1,901 - - -

Aggregate amounts 2,089,720 1,226,995 3,558,394 2,307,151

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£    £    £    £   
Trade creditors 138,915 71,871 124,679 61,660
Amounts owed to group undertakings - 3,796 - 3,796
Social security and other taxes 196,985 143,066 196,978 143,066
VAT 48,886 15,994 48,886 15,994
Other creditors 39,869 28,570 39,416 12,183
Accruals and deferred income 662,159 485,574 643,262 477,536
1,086,814 748,871 1,053,221 714,235

12. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.12.23 31.12.22
£    £   
Within one year 357,500 388,187

Company
Non-cancellable operating leases
31.12.23 31.12.22
£    £   
Within one year 357,500 388,187

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:
Nominal
value:

31.12.23

31.12.22
£ £
14,124,754 Ordinary £0.00001 141 137
915,000 Seed Preferred £0.00001 9 9
3,419,000 Seed B Preferred £0.00001 34 34
2,944,280 Series A-1 Preferred £0.00001 29 29
2,142,106 Series A-2 Preferred £0.00001 22 22


Total 235 231


During the year 382,613 Ordinary shares were issued in satisfaction of employee share option exercises at an average price of £0.83616 per share.

The shares rank pari passu in all aspects except in relation to capital where the Preferred classes of shares have a preferential capital right as set out in the Articles of Association of the company.

14. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 January 2023 (9,884,753 ) 22,675,424 - 12,790,671
Deficit for the year (5,706,719 ) (5,706,719 )
Cash share issue - 319,029 4,119,502 4,438,531
At 31 December 2023 (15,591,472 ) 22,994,453 4,119,502 11,522,483

Company
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 January 2023 (8,774,300 ) 22,675,424 - 13,901,124
Deficit for the year (5,308,534 ) (5,308,534 )
Cash share issue - 319,029 4,119,502 4,438,531
At 31 December 2023 (14,082,834 ) 22,994,453 4,119,502 13,031,121


15. PENSION COMMITMENTS

The group operates a defined contribution pension scheme. During the period, amounts charged to the income statement totalled £74,723 (2022: £71,452). At 31 December 2023, the balance sheet includes an amount payable in respect of pension contributions totalling £16,043 (2022: £12,183).

Terranova.Network Limited (Registered number: 11273793)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

16. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 1,352,515 (2022 - £ 1,265,168 ) was paid.

The key management personnel are deemed to be the Senior Leadership Team who are responsible for planning, directing and controlling the activities of the entity.

17. ULTIMATE CONTROLLING PARTY

There is no single ultimate controlling party.

18. SHARE-BASED PAYMENT TRANSACTIONS

The tax authority approved Enterprise Management Incentive Share Option Scheme is operated for eligible employees.

The options vest in accordance with terms determined by the directors but include continued employment. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if an employee leaves the company unless the conditions under which they leave are such that they are considered a 'good leaver', in which case their options remain exercisable for a limited period of time. Obligations under this scheme will be met by the issue of Ordinary shares of the company.

No charge has been recognised to the profit and loss in the year in respect of the options as the fair value of the award at the date of grant is the same as the exercise price.



Weighted
average exercise
price (£


)


Number


Weighted
average exercise
price (£


)


Number
2023 2023 2022 2022

Outstanding at the beginning of the year 1.0157 1,079,062 0.8020 1,008,000
Granted during the year 1.4000 371,513 2.3800 493,050
Exercised during the year 2.0575 (240,869 ) 1.9837 (52,686 )
Forfeited during the year 0.8362 (382,613 ) 2.1157 (369,302 )
Outstanding at the end of the year 0.9680 827,093 1.0157 1,079,062

The number of shares over which options were exercisable at 31 December 2023 was 782,643 (2022: 762,643).

19. SUBSIDIARIES


Name of undertaking
Registered
office

Nature of business
Class of shares
held
% Held
Direct
GetGround GmbH 3 Financial advisory Ordinary 100
GetGround HK Limited 4 Financial advisory Ordinary 100
GetGround PTE. LTD. 2 Financial advisory Ordinary 100
GetGround FS Limited 1 Financial advisory Ordinary 100
GetGround Limited 1 Dormant company Ordinary 100
GetGround Secretary Limited 1 Dormant company Ordinary 100
GetGround Incorporation Limited 1 Dormant company Ordinary 100
GetGround Director Limited 1 Dormant company Ordinary 100

Registered office
1. 1 Lyric Square, Hammersmith, London, England, W6 0NB
2. 80 Robinson Road, #02-00 Singapore (068898)
3. c/o Rohrborn LLP, Destouchesstr, 4, 80803 Munich
4. Flat C 23rd Floor, COS Centre, 56 Tsun Yip Street, Kwun Tong, Kowloon, Hong Kong