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Registered number: 09496834
















JBUX LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2021

































JBUX LIMITED
REGISTERED NUMBER:09496834

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

31 December
As restated
Unaudited 31 March
2021
2021
Note
£
£

Fixed assets
  

Tangible fixed assets
 4 
2,063
263

  
2,063
263

Current assets
  

Debtors: amounts falling due within one year
 5 
352,244
440,899

Cash at bank and in hand
  
156,545
4,616

  
508,789
445,515

Creditors: amounts falling due within one year
 6 
(322,771)
(203,025)

Net current assets
  
 
 
186,018
 
 
242,490

Total assets less current liabilities
  
188,081
242,753

Creditors: amounts falling due after more than one year
 7 
-
(39,917)

  

Net assets
  
188,081
202,836


Capital and reserves
  

Called up share capital 
 8 
10
10

Share-based payment reserve
  
1,236,906
-

Profit and loss account
  
(1,048,835)
202,826

  
188,081
202,836




JBUX LIMITED
REGISTERED NUMBER:09496834
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2021

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.

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





Jonathan Bolt
Director

Date: 22 October 2024

The notes on  form part of these financial statements.


JBUX LIMITED


STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021


Called up share capital
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£


Unaudited as at 31 March 2020 (as originally reported)
10
-
5,070
5,080

Impact of restatement (Note 13)
-
-
130,000
130,000


Adjusted balance as at 31 March 2020 (as restated)
10
-
135,070
135,080


Comprehensive income for the year

Profit for the year (as restated)
-
-
67,756
67,756

Which comprises:





Profit for the year (as originally reported)
-
-
111,935
111,935

Correction of errors (Note 13)
-
-
(44,179)
(44,179)
Total comprehensive income for the year
-
-
67,756
67,756

Dividends: Equity capital
-
-
(110,000)
(110,000)

Correction of errors (Note 13)
-
-
110,000
110,000



Unaudited as at 31 March 2021 (as restated)
10
-
202,826
202,836


Comprehensive income for the period

Loss for the period
-
-
(1,251,661)
(1,251,661)
Total comprehensive income for the period
-
-
(1,251,661)
(1,251,661)


Contributions by and distributions to owners

Equity settled share-based payments
-
1,236,906
-
1,236,906


Total transactions with owners
-
1,236,906
-
1,236,906


At 31 December 2021
10
1,236,906
(1,048,835)
188,081


The notes on  form part of these financial statements.
Please refer to Note 13 for details regarding restatement of prior year comparatives. 


JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

1.


General information

JBUX Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is The Bower, 211 Old Street, London, United Kingdom, EC1V 9NR.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The financial statements provide comparative information in respect of the previous period. Certain reclassifications have been made to prior year data to conform to the current year presentation. Management believes these reclassifications result in a more relevant presentation to the users of the Company’s financial statements.

  
2.2

Policy for change in reporting period

The accounting period was shortened to be a 9 month period from 1 April 2021 to 31 December 2021 to align the accounting reference date with other group entities at the time. The comparatives are therefore not entirely comparable  (please see Note 15, "Events after the reporting period" for further details).

 
2.3

Going concern

In July 2024, the Company divested from the Farfetch Group and came under new ownership on a debt-free basis. 
The directors have assessed the Statement of Financial Position and future cash flows at the date of approving these financial statements. The Company meets its day-to-day working capital requirements and medium-term funding requirements through its existing cash reserves. The Company’s forecasts and projections, taking account of a severe but plausible change in trading performance, show that the Company should be able to operate within the level of its current available cash. 
The directors are not aware of any significant matters that are likely to occur outside of the going concern period that could reasonably be expected to impact the going concern conclusion. As such, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.




JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

  
2.6

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

  
2.7

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

  
2.8

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

 
2.9

Share-based payments

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

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.11
Tangible fixed assets (CONTINUED)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
Straight line
Office equipment
-
25%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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


JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.15
Financial instruments (CONTINUED)

present value of the future receipts discounted at a market rate of interest.

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

Other financial assets

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

Impairment of financial assets

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

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

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

Financial liabilities

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

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

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.


JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.15
Financial instruments (CONTINUED)


Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

  
2.16

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a  reduction, net of tax, from the proceeds.

  
2.17

Critical accounting judgements

In the application of the Company’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognised. There are no critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.


3.


Employees

The average monthly number of employees, including the directors, during the period was 3 (March 2021:  2).



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

4.


Tangible fixed assets







Fixtures and fittings
Office equipment
Total

£
£
£



COST OR VALUATION


At 1 April 2021 (Unaudited)
8,827
7,151
15,978


Additions
-
2,241
2,241



At 31 December 2021

8,827
9,392
18,219



DEPRECIATION


At 1 April 2021 (Unaudited)
8,564
7,151
15,715


Charge for the period on owned assets
161
280
441



At 31 December 2021

8,725
7,431
16,156



NET BOOK VALUE



At 31 December 2021
102
1,961
2,063



At 31 March 2021
263
-
263


JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

5.


Debtors

31 December
As restated Unaudited
31 March
2021
2021
£
£


Trade debtors
31,167
23,359

Amounts owed by directors
242,198
339,406

Other debtors
78,714
77,874

Prepayments and accrued income
165
260

352,244
440,899


There is no impairment recognised against debtors. Amounts owed by directors are unsecured, are subject to interest at a rate of 2%, have no fixed date of repayment and are repayable on demand.


6.


Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR

31 December
As restated Unaudited
31 March
2021
2021
£
£

Trade creditors
2,710
3,221

Amounts owed to group undertakings
122,089
-

Corporation tax
47,794
124,779

Other taxation and social security
25,941
-

Accruals and deferred income
124,237
64,192

Other creditors
-
7,833

Bank loans
-
3,000

322,771
203,025


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


7.


Creditors: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31 December
Unaudited
31 March
2021
2021
£
£

Bank loans
-
39,917

-
39,917


There are no amounts included above in respect of which security has been given by the small company.



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

8.


Share capital

31 December
Unaudited
31 March
2021
2021
£
£
ALLOTTED, CALLED UP AND FULLY PAID



10 (2021: 10) Ordinary shares of £1.00 each
10
10


During the period the share capital of the company was acquired by Farfetch UK Limited on 14 September 2021. The share capital of the company was subsequently acquired by the directors on 11 July 2024 (please see Note 15, "Events after the reporting period" for further details).


9.


Share-based payments

Included within the share-based payment reserve is £1,236,906 related to share-based payment awards that were issued to certain employees of the Company during the period ended 31 December 2021. These awards were issued as part of the sale transaction of the Company to Farfetch UK Limited. The total fair value of the awards issued was £6,980,006 with 25% of the awards granted vesting on the first, second, third and fourth anniversary of 14 September 2021. As a result of the sale of the business on 11th July 2024, these share-based payments were all waived and no longer applicable. Refer to note 15, Events after the reporting period for more detail.



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

10.


Prior year adjustments

Several prior period errors have been identified in the current period. These errors have been corrected in the Company financial statements by restating each of the affected financial statement line items for the prior period.
1. Restatement of Cost of Sales, Administrative Expenses and Accruals and Deferred income 
Certain expenses related to the period ended 31 March 2021, where the respective payment activity occurred after the year end date have not been appropriately accrued for by the Company in the prior year financial statements. The impact of this is a debit to Administrative expenses to the sum of GBP 21,111, a debit to Cost of sales to the sum of GBP 33,431 and a Credit to Accruals and deferred income to the sum of GBP 54,542.
As a result of the adjustment stated above, there was a tax impact to the sum of GBP 10,363. This was recognised as a credit to Tax on profit and debit to Corporation tax. The adjustments described above have been recorded as restatements of the prior period ended 31 March 2021 in these financial statements.
2. Reversal of dividends
The accounts have been restated to incorporate the impact of dividends accounted for in error during the periods ending 31 March 2020 of GBP 130,000 and 31 March 2021 of GBP 110,000. The adjustments have been made to Equity and Amounts owed by directors. The profit and loss account at 1 April 2020 was originally presented as GBP 5,070 and has subsequently been restated as GBP 135,070.
As a result of the adjustment stated above, there was a tax impact to the sum of GBP 54,675 due to the fact that the tax charge relates to a beneficial loan, hence this was recognised as a tax receivable and tax payable, by debiting Other debtors and crediting Corporation tax. 
3. Improper recognition of revenue and related expenses
Certain performance obligations and transaction prices relating to revenue from contracts with customers had been wrongly interpreted, which led to improper recognition of revenue and related expenses.
The Company had wrongly netted off Turnover with Cost of sales to the sum of GBP 5,165, and hence misstated Turnover and Cost of sales for the period. This was corrected by debiting Cost of sales and crediting Turnover.
Furthermore, contracts with performance obligations extending to more than one period had been wrongly recorded, by recognising turnover relating to the prior period ended 31 March 2021 in the current period. This has been corrected by adjusting the amounts relating to the incorrect period. The adjustment had a net impact of GBP 1,194 which included a debit to Trade debtors and a credit to Turnover, and the cost element was adjusted for by debiting cost of sales and crediting trade creditors to the sum of GBP 239. 
Finally, due to the fact that some of the revenue contracts have performance obligations being satisfied over time which were not initially considered, an adjustment was posted to reflect the correct recognition by debiting Turnover and crediting Accruals and deferred income to the sum of GBP 1,295 and debiting Prepayments and accrued income and crediting cost of sales to the sum of GBP 260. The adjustments described above have been recorded as restatements of the prior period ended 31 March 2021 in these financial statements.

The errors have been corrected in the Company financial statements by restating each of the affected financial statement line items for the prior period as follows:



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

10.Prior year adjustments (continued)

ole095c.png


11.


Related party transactions

At 31 December 2021, an amount of £242,198 (31 March 2021: £339,406) was owed by the directors to the Company. The rate of interest charged on the loan is 2%.  
                                                                
In the period ended 31 December 2021, dividends totalling £Nil (YE 31 March 2021: £Nil) were paid to the directors.


12.


Events after the reporting period

On 11 July 2024, the Company divested from the Farfetch Group, and has been sold to the directors, Jonathan Bolt and Chloe Bolt.
Management has concluded that the above events do not constitute an adjusting post balance sheet event.



JBUX LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

13.


Controlling party

On 14 September 2021 100% of the ordinary shares of JBUX Limited were transferred to Farfetch UK Limited. The company was previously jointly controlled by Jonathan and Chloe Bolt. On 11 July 2024 100% of the share capital was transferred back to Jonathan and Chloe Bolt.
At the balance sheet date the Company's immediate parent is Farfetch UK Limited, a company registered in England and Wales.
The ultimate parent undertaking and the smallest and largest Group to consolidate these financial statements was Farfetch Limited (a company, incorporated in the Cayman Islands). Farfetch Limited prepared consolidated annual financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB. These were filed with the SEC on a Form 20-F and can be obtained from farfetchinvestors.com.


14.


Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2021 was unqualified.

The audit report was signed on 22 October 2024 by Alison Cuddon (Senior statutory auditor) on behalf of PricewaterhouseCoopers LLP.