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REGISTERED NUMBER: 14153437 (England and Wales)















Unaudited Financial Statements

for the Year Ended 31 December 2023

for

TRIVER LTD

TRIVER LTD (REGISTERED NUMBER: 14153437)

Contents of the Financial Statements
for the year ended 31 December 2023










Page

Company Information 1

Statement of Financial Position 2

Notes to the Financial Statements 4


TRIVER LTD

Company Information
for the year ended 31 December 2023







Directors: D Cobley
F G A Destin
J Y Le Luel





Registered office: 123 Blythe Road
London
W14 0HL





Registered number: 14153437 (England and Wales)






TRIVER LTD (REGISTERED NUMBER: 14153437)

Statement of Financial Position
31 December 2023

2023 2022
Notes £ £ £ £
Fixed assets
Tangible assets 5 24,105 -
Investments 6 1 -
24,106 -

Current assets
Debtors 7 2,203,542 171,575
Cash at bank 2,575,391 6,235,501
4,778,933 6,407,076
Creditors
Amounts falling due within one year 8 145,216 99,045
Net current assets 4,633,717 6,308,031
Total assets less current liabilities 4,657,823 6,308,031

Capital and reserves
Called up share capital 2 1
Share premium 6,609,120 -
Other reserves 129,290 6,325,014
Retained earnings (2,080,589 ) (16,984 )
Shareholders' funds 4,657,823 6,308,031

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

TRIVER LTD (REGISTERED NUMBER: 14153437)

Statement of Financial Position - continued
31 December 2023


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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2024 and were signed on its behalf by:





J Y Le Luel - Director


TRIVER LTD (REGISTERED NUMBER: 14153437)

Notes to the Financial Statements
for the year ended 31 December 2023


1. Statutory information

Triver Ltd 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 Company Information page.

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


2. Compliance with applicable reporting framework

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. Accounting policies

Basis of measurement
The financial statements have been prepared under the historical cost convention.

Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. These critical accounting judgements and estimations 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 critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.

Growth Share-based payments as set out in the notes to the financial statements have been made to employees of the company. The fair value of any vested growth share options is recognised in the income statement. The fair value of growth share options is estimated with the use of a Black-scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input into the model.

There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is derived from software development and financial intermediation.

Tangible fixed assets
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Fixtures and fittings - 3 years straight-line
Computer equipment - 3 years straight-line

TRIVER LTD (REGISTERED NUMBER: 14153437)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


3. Accounting policies - continued

Investments in subsidiaries
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non puttable ordinary shares

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out right short term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk to changes in value.

Operating leases
If the lessor does not transfer substantially all the risks and rewards of owning the asset to the company, the lease is deemed an operating lease. Rentals payable under operating leases are charged to the profit or loss account on a straight-line basis over the period of the lease.

At the end of the financial year, the company had fulfilled all its commitments and had no operating lease obligations due within one year or thereafter (2022: £nil).

Defined contribution pension plan
The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the statement of financial position. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources, and the directors will continue to support the company to be able to meet its obligations, if and when, they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

TRIVER LTD (REGISTERED NUMBER: 14153437)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


3. Accounting policies - continued

Revenue from rendering of services
Revenue from the rendering of services of software development and financial intermediation is recognised by reference to the stage of completion of the transaction providing that; the amount of revenue associated with the transaction can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company, the stage of completion of the transaction can be measured reliably and the costs incurred or to be incurred in respect of completing the transaction can be measured reliably.

Share-based payments
The company operates an equity-settled growth shares compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement except when it is considered immaterial to the financial statements. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.

4. Employees and directors

The average number of employees during the year was 8 (2022 - NIL ) .

5. Tangible fixed assets
Fixtures
and Computer
fittings equipment Totals
£ £ £
Cost
Additions 4,438 25,951 30,389
At 31 December 2023 4,438 25,951 30,389
Depreciation
Charge for year 986 5,298 6,284
At 31 December 2023 986 5,298 6,284
Net book value
At 31 December 2023 3,452 20,653 24,105

TRIVER LTD (REGISTERED NUMBER: 14153437)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


6. Investments
Shares in
group
undertakings
£
Cost
Additions 1
At 31 December 2023 1
Net book value
At 31 December 2023 1

7. Debtors: amounts falling due within one year
2023 2022
£ £
Amounts owed by group undertakings 1,275,727 -
Other debtors 845,138 -
VAT 5,987 -
Prepayments and accrued income 76,690 171,575
2,203,542 171,575

8. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors 6,452 96,885
Social security and other taxes 58,454 -
Other creditors 3,576 -
Accrued expenses 76,734 2,160
145,216 99,045

9. Pension commitments

The pension costs consist of contributions payable by the company to the pension schemes, amounting to £3,750 (2022: £nil) for directors and £24,703 (2022: £nil) for staff for the financial year. As of the balance sheet date, total contributions of £nil (2022: £nil) were payable to the pension schemes.

10. Related party disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11. Events after reporting date

On 18 June 2024, the company issued 520,000 ordinary shares of £0.00000001 each at the nominal price per share.

TRIVER LTD (REGISTERED NUMBER: 14153437)

Notes to the Financial Statements - continued
for the year ended 31 December 2023


12. Share based transactions

The company operates an unapproved share option scheme called growth share options and during the year the company granted 23,208,000 (2022: nil) unapproved share options to employees at an average weighted exercise price of £0.10007 per share (2022: £nil). During the year 7,149,171 share options vested (2022: nil), 0 lapsed (2022: 0) and no options were exercised (2022: nil). At the statement of financial position date, 7,149,171 vested share options remained exercisable (2022: nil) and 16,058,829 options had yet to vest (2022: 0). An amount of £129,290 has been charged to the income statement in respect of the unapproved share options (2022: £nil).

The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.