Company Registration No. 09334024 (England and Wales)
BibliU Limited
Annual report and
group financial statements
for the period ended 31 October 2023
BibliU Limited
Company information
Directors
Misty Frost
Shannon Meadows
Nicholas Dixon-Clegg
Richard Hill
David Sherwood
Mark Whitby
Company number
09334024
Registered office
Ark Coworking
Carnegie Street
London
N1 9QW
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
BibliU Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Income statement
10
Group statement of comprehensive income
11
Group statement of financial position
12
Company statement of financial position
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 38
BibliU Limited
Strategic report
For the period ended 31 October 2023
1
The directors present the strategic report for the period ended 31 October 2023.
Principal activities
The principal activity of the company continued to be the provision of a learning engagement platform that provides students with access to digital learning products including digital textbooks, monographs, and course materials.
Review of the business
The company has changed its accounting reference date from 31st July to 31st October following the acquisition of The Texas Book Company (see below) whose year end is 31st October.
The principal activity of BibliU Limited during the 3 month period continued to be the technological solution providing B2B customers digital access to a library of academic books, digital courseware, and engagement tools.
BibliU completed a funding round from new and existing investors in the period after 31 July 2023; these funds were to support its global growth ambitions including the acquisition, at the start of October 2023, of the Texas Book Company (now named ‘BibliU Campus Inc’). The acquisition was partially funded by venture debt, a new departure for the BibliU Group. The addition of BibliU Campus Inc means that the BibliU Group is now able to offer both digital and physical sales services to its B2B customers.
The results and financial statements presented are for the three months ended 31 October 2023 and these include, post acquisition,1 month’s trading of BibliU Campus Inc. Comparatives provided cover the 12 months to 31 July 2023.
The business reported a net loss of £2m (12 months to 31 July 2023: £7.3m), reflecting the continued expansion of the business internationally. Sales revenue is expected to increase in 2024 and 2025 both organically and inorganically through the acquisition strategy.
Principal risks and uncertainties
The management of the business has overall responsibility for identifying, evaluating, and managing significant business risks. They regularly assess the business risks exposures and controls, including compliance assessments, and determine any appropriate action required. Principal business risks reviewed include:
Acquisition of new customers. The future growth of the business is reliant upon the ability of the company to continue to attract and retain institutional customers in a competitive environment.
Competition and loss of content from key publishers. The business is continually monitoring its competitive position and reliance on key publisher content and the ability to moderate these risks through the continued expansion of content coverage from a diversified portfolio of publishers.
Reliance on third-party software and service providers to provide systems storage and services to ensure the continued uptime of the BibliU platform and avoid any disruption which could impact offering the business’ services.
Development and performance
The Directors are optimistic about the future growth of the business and the continued expansion of BibliU internationally.
BibliU’s vision is to enable equitable learning for every student worldwide via digital textbooks, engaging learning features, and in-depth analytics. We believe that all students should have equal access to knowledge, no matter what their background is.
BibliU is defining the future of higher education by democratising content accessibility. BibliU’s products and services are designed to address the unique requirements of students, faculties, libraries, and publishers.
BibliU Limited
Strategic report (continued)
For the period ended 31 October 2023
2
Key performance indicators
The Directors consider annual net recurring revenue (“ARNR”) to be the key financial metric against which the performance of the business is measured. On a trailing 12 months basis ARNR remained stable in the 3 month reporting period and has continued to grow thereafter due to continued strong revenue growth from its B2B customer base.
The Directors are pleased with the continuing strong performance achieved by the company across both its financial results and key performance indicators and look forward to the company’s continued international expansion in 2025 and beyond.
Other performance indicators
The company has a normal level of exposure to price, credit, liquidity, and cash flow risks arising from trading activities which are conducted primarily in sterling and USD. The company does not enter into any formally designated hedging transactions. The Directors continue to monitor the interest rate risk, though due to the low-level exposure, consider the level of risk to be acceptable.
D Sherwood
Director
31 October 2024
BibliU Limited
Directors' report
For the period ended 31 October 2023
3
The directors present their annual report and financial statements for the period ended 31 October 2023.
Results and dividends
The results for the period are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Misty Frost
Shannon Meadows
Nicholas Dixon-Clegg
Richard Hill
David Sherwood
Mark Whitby
Directors' insurance
The company has made qualifying third-party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.
Financial instruments
Liquidity risk
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.
BibliU Limited
Directors' report (continued)
For the period ended 31 October 2023
4
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 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 have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are 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. They are also 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.
Statement of disclosure to auditor
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.
Going concern
The Directors have considered the company’s ability to continue as a going concern. The company secured external equity investment in October 2023, and is well progressed through a due diligence process with an inventory based loan provider and is in on-going discussions with its key current equity investors to secure sufficient funding for the next 12 months. Subsequent to the 12-month period, should further funding be required, the Directors believe that this will be obtained due to the company’s past track record in obtaining funding and continued strong growth in customer acquisition. It is the opinion of the Directors that the company will have sufficient resources to meet its liabilities as they fall due, and consequently, the financial statements have been prepared on a going concern basis.
No material uncertainties that may affect the company to continue as a going concern have been identified by the Directors. Fixed costs are not expected to increase meaningfully over the near term, and working capital fluctuations have been carefully modelled in assessing the company’s funding requirements. The Directors note the ongoing capital raising activities by the company through both equity and debt providers. The combination of these factors has solidified the going concern basis of accounting.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
BibliU Limited
Directors' report (continued)
For the period ended 31 October 2023
5
On behalf of the board
D Sherwood
Director
31 October 2024
2024-10-31
BibliU Limited
Independent auditor's report
To the members of BibliU Limited
6
Opinion
We have audited the financial statements of BibliU Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2023 which comprise the group income statement, 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, the group statement of cash flows, the company statement of cash flows 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's and of the parent company's affairs as at 31 October 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.
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 the 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 or 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.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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.
BibliU Limited
Independent auditor's report (continued)
To the members of BibliU Limited
7
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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have 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 strategic report or 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.
Responsibilities of directors
As explained more fully in the directors' Responsibilities Statement, set out on page 2, 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 group 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the group and parent company 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.
BibliU Limited
Independent auditor's report (continued)
To the members of BibliU Limited
8
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 assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications with component auditors included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
BibliU Limited
Independent auditor's report (continued)
To the members of BibliU Limited
9
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.
Lucy Brennan (Senior Statutory Auditor)
For and on behalf of Saffery LLP
31 October 2024
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
BibliU Limited
Group income statement
For the period ended 31 October 2023
10
Period
Year
ended
ended
31
31
October 2023
July 2023
as restated
Notes
£
£
Turnover
3
5,716,069
16,132,527
Cost of sales
(4,226,882)
(11,283,503)
Gross profit
1,489,187
4,849,024
Administrative expenses
(3,409,786)
(12,182,900)
Operating loss
4
(1,920,599)
(7,333,876)
Interest payable and similar expenses
8
(108,445)
Other gains and losses
9
(53)
-
Loss before taxation
(2,029,097)
(7,333,876)
Tax on loss
10
Loss for the financial period
(2,029,097)
(7,333,876)
Loss for the financial period is all attributable to the owners of the parent company.
BibliU Limited
Group statement of comprehensive income
For the period ended 31 October 2023
11
Period
Period
ended
ended
31
31
October 2023
July 2023
as restated
£
£
Loss for the period
(2,029,097)
(7,333,874)
Other comprehensive income
Currency translation gain/(loss) arising in the period
183,775
(232,162)
Total comprehensive income for the period
(1,845,322)
(7,566,036)
Total comprehensive income for the period is all attributable to the owners of the parent company.
BibliU Limited
Group statement of financial position
As at 31 October 2023
12
October 2023
July 2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
12
5,579,009
Other intangible assets
12
99,248
102,419
Total intangible assets
5,678,257
102,419
Tangible assets
13
394,459
81,927
Investments
14
53
6,072,716
184,399
Current assets
Stocks
16
5,796,119
-
Debtors
17
11,187,239
1,792,807
Cash at bank and in hand
5,991,178
1,875,017
22,974,536
3,667,824
Creditors: amounts falling due within one year
18
(16,103,860)
(3,840,653)
Net current assets/(liabilities)
6,870,676
(172,829)
Total assets less current liabilities
12,943,392
11,570
Creditors: amounts falling due after more than one year
19
(7,725,538)
(3,908)
Net assets
5,217,854
7,662
Capital and reserves
Called up share capital
24
10,080
7,787
Share premium account
28,030,408
20,851,340
Other reserves
3,723,741
2,908,153
Profit and loss reserves
(26,546,375)
(23,759,617)
Total equity
5,217,854
7,662
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
31 October 2024
D Sherwood
Director
Company registration number 09334024 (England and Wales)
BibliU Limited
Company statement of financial position
As at 31 October 2023
31 October 2023
13
October 2023
July 2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
12
13,425
13,604
Tangible assets
13
73,562
80,732
Investments
14
8
61
86,995
94,397
Current assets
Debtors
17
23,349,721
10,396,540
Cash at bank and in hand
3,582,212
580,887
26,931,933
10,977,427
Creditors: amounts falling due within one year
18
(4,464,272)
(2,851,949)
Net current assets
22,467,661
8,125,478
Total assets less current liabilities
22,554,656
8,219,875
Creditors: amounts falling due after more than one year
19
(7,725,538)
(3,908)
Net assets
14,829,118
8,215,967
Capital and reserves
Called up share capital
24
10,080
7,787
Share premium account
28,030,408
20,851,340
Own shares
2,655,268
2,425,066
Profit and loss reserves
(15,866,638)
(15,068,226)
Total equity
14,829,118
8,215,967
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 year was £798,411 (July 2023 - £4,668,054 loss).
The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
31 October 2024
Director
Company registration number 09334024 (England and Wales)
BibliU Limited
Group statement of changes in equity
For the period ended 31 October 2023
14
Share capital
Share premium account
Other reserves
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
As restated for the period ended 31 July 2023:
Balance at 1 August 2022
7,615
20,851,340
756,677
258,783
(16,425,743)
5,448,672
Period ended 31 July 2023:
Loss for the period
-
-
-
-
(7,333,876)
(7,333,876)
Other comprehensive income:
Currency translation differences
-
-
-
(232,162)
(232,162)
Total comprehensive income
-
-
-
(232,162)
(7,333,876)
(7,566,036)
Issue of share capital
24
172
-
-
-
172
Other movements
-
-
2,124,855
-
-
2,124,855
Balance at 31 July 2023
7,787
20,851,340
2,881,533
26,621
(23,759,617)
7,662
Period ended 31 October 2023:
Loss for the period
-
-
-
-
(2,029,097)
(2,029,097)
Other comprehensive income:
Currency translation differences
-
-
-
183,775
183,775
Total comprehensive income
-
-
-
183,775
(2,029,097)
(1,845,322)
Issue of share capital
24
2,293
7,179,068
-
-
-
7,181,361
Other movements
-
-
631,813
-
-
631,813
Balance at 31 October 2023
10,080
28,030,408
3,513,346
210,396
(26,546,375)
5,217,854
BibliU Limited
Company statement of changes in equity
For the period ended 31 October 2023
15
Share capital
Share premium account
Other movements
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 July 2023:
Balance at 1 August 2022
7,615
20,851,340
756,677
(10,400,172)
11,215,460
Period ended 31 July 2023:
Loss and total comprehensive income for the period
-
-
-
(4,668,054)
(4,668,054)
Issue of share capital
24
172
-
-
172
Other movements
-
-
1,668,389
-
1,668,389
Balance at 31 July 2023
7,787
20,851,340
2,425,066
(15,068,226)
8,215,967
Period ended 31 October 2023:
Profit and total comprehensive income
-
-
-
(798,412)
(798,412)
Issue of share capital
24
2,293
7,179,068
-
-
7,181,361
Other movements
-
-
230,202
-
230,202
Balance at 31 October 2023
10,080
28,030,408
2,655,268
(15,866,638)
14,829,118
BibliU Limited
Group statement of cash flows
For the period ended 31 October 2023
16
October 2023
July 2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
28
1,744,581
(6,073,935)
Interest paid
(173,989)
Income taxes refunded/(paid)
726,270
(438,076)
Net cash inflow/(outflow) from operating activities
2,296,862
(6,512,011)
Investing activities
Purchase of business
(12,687,920)
-
Purchase of intangible assets
(4,979)
(89,469)
Purchase of tangible fixed assets
(44,098)
(54,442)
Proceeds from disposal of tangible fixed assets
-
43,455
Net cash used in investing activities
(12,736,997)
(100,456)
Financing activities
Proceeds from issue of shares
7,181,361
172
Purchase of treasury shares
622,324
Proceeds from new bank loans
7,864,116
-
Net cash generated from financing activities
15,045,477
622,496
Net increase/(decrease) in cash and cash equivalents
4,605,342
(5,989,971)
Cash and cash equivalents at beginning of period
1,875,017
8,097,150
Effect of foreign exchange rates
(489,239)
(232,162)
Cash and cash equivalents at end of period
5,991,120
1,875,017
Relating to:
Cash at bank and in hand
5,991,178
1,875,017
Bank overdrafts included in creditors payable within one year
(58)
-
BibliU Limited
Company statement of cash flows
For the period ended 31 October 2023
17
October 2023
July 2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
1,186,156
(7,057,854)
Interest paid
(173,989)
Income taxes refunded
332,815
213,352
Net cash inflow/(outflow) from operating activities
1,344,982
(6,844,502)
Investing activities
Purchase of tangible fixed assets
(6,324)
Proceeds from disposal of tangible fixed assets
(42,215)
Net cash used in investing activities
(6,324)
(42,215)
Financing activities
Proceeds from issue of shares
7,181,361
172
Proceeds from new bank loans
7,864,116
-
Intercompany financing paid
(13,382,868)
-
Net cash generated from financing activities
1,662,609
172
Net increase/(decrease) in cash and cash equivalents
3,001,267
(6,886,545)
Cash and cash equivalents at beginning of period
580,887
7,467,432
Cash and cash equivalents at end of period
3,582,154
580,887
Relating to:
Cash at bank and in hand
3,582,212
580,887
Bank overdrafts included in creditors payable within one year
(58)
-
BibliU Limited
Notes to the group financial statements
For the period ended 31 October 2023
18
1
Accounting policies
Company information
BibliU Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Ark CoWorking, Carnegie Street, London, England, N1 9QW. The registered number is 09334024.
The group consists of BibliU Limited and all of its subsidiaries.
1.1
Reporting period
The reporting period for these financial statements was shortened from 31 July 2024 to 31 October 2023, in order to align the accounting reference date with that of other entities within the group. Performance of the group represents the 3 month period from 1 August 2023 to 31 October 2023. Comparative amounts in the financial statements (including the related notes) represent those for a full year and, therefore, 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.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
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. unless otherwise specified within these accounting policies.The principal accounting policies adopted are set out below.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
19
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company BibliU Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
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.
Bibliu Pty Ltd is a dormant subsidiary of the company, and therefore may be excluded from consolidation in accordance with section 405(2) of the Companies Act 2006.
1.5
Going concern
No material uncertainties that may affect the company to continue as a going concern have been identified by the Directors. Fixed costs are not expected to increase meaningfully over the near term, and working capital fluctuations have been carefully modelled in assessing the company’s funding requirements. The Directors note the ongoing capital raising activities by the company through both equity and debt providers. The combination of these factors has solidified the going concern basis of accounting.
1.6
Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognized 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 revenue can be measured reliably;
it is probable that the Group 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.
1.7
Intangible fixed assets - goodwill
Goodwill arising on the acquisition of subsidiary undertakings 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 10 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.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
20
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation 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 software
Straight line basis over 25 years
Contracts
Straight line basis over 5 years
1.9
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 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:
Office equipment
33%
Computers
33%
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.
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.
1.10
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, associates and jointly controlled entities 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.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
21
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. 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.
1.12
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.
1.13
Financial instruments
The Group only enters into basic financial instrument 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 ordinary shares.
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Basic financial 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 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.
1.14
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.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
22
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
Retirement benefits
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.
1.17
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company's shares granted to employees of a subsidiary is recognised by the company.
1.18
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.19
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.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
23
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.
Recoverability of the intercompany debtor
The company is owed £21,599,584 from the subsidiary. While the subsidiary currently does not have the resources to repay this debtor, due to the acquisition of new contracts, management expect the subsidiary to generate sufficient profits and cash flows to be able to repay this loan in the future.
Share option valuation
The share option charge requires the market valuation of the options to be known. As no formal valuation has taken place, the market value used to calculate this charge has been taken as the share price at each year end less the exercise price of each option.
3
Turnover
October 2023
July 2023
£
£
Turnover analysed by class of business
Educational technology services
5,420,515
16,132,527
October 2023
July 2023
£
£
Turnover analysed by geographical market
United Kingdom
3,429,529
9,564,612
Rest of World
1,990,986
6,567,915
5,420,515
16,132,527
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
24
4
Operating loss
October 2023
July 2023
£
£
Operating loss for the period is stated after charging/(crediting):
Exchange gains
(495,397)
(63,574)
Depreciation of owned tangible fixed assets
35,752
53,885
Amortisation of intangible assets
55,032
1,370
Share-based payments
631,813
2,124,856
Operating lease charges
18,926
69,841
603,034
2,186,378
5
Auditor's remuneration
October 2023
July 2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
43,013
42,000
Audit of the financial statements of the company's subsidiaries
4,270
-
47,283
42,000
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
October 2023
July 2023
October 2023
July 2023
Number
Number
Number
Number
Employees
50
70
36
70
Their aggregate remuneration comprised:
Group
Company
October 2023
July 2023
October 2023
July 2023
£
£
£
£
Wages and salaries
2,218,737
5,377,974
938,017
3,263,817
Social security costs
116,084
624,329
91,492
438,432
Pension costs
13,538
45,069
13,538
45,069
2,348,359
6,047,372
1,043,047
3,747,318
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
25
7
Directors' remuneration
October 2023
July 2023
£
£
Remuneration for qualifying services
47,250
218,312
Remuneration disclosed above includes the following amounts paid to the highest paid director:
October 2023
July 2023
£
£
Remuneration for qualifying services
n/a
205,642
Company pension contributions to defined contribution schemes
n/a
1,321
As total directors' remuneration was less than £200,000 in the current period, no disclosure is provided for that period.
8
Interest payable and similar expenses
October 2023
July 2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
108,445
-
9
Other gains and losses
October 2023
July 2023
£
£
Amounts written off non-current loans
(53)
-
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
26
10
Taxation
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:
October 2023
July 2023
£
£
Loss before taxation
(2,029,097)
(7,333,874)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (July 2023: 21.00%)
(507,274)
(1,540,114)
Tax effect of expenses that are not deductible in determining taxable profit
366,124
338,235
Change in unrecognised deferred tax assets
141,150
1,525,259
Fixed asset differences
(2,279)
Adjustments to brought forward values
(109,040)
Other permanent differences
1
Under/(over) provided in prior years
(212,062)
Taxation charge
-
-
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
27
11
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
October 2023
July 2023
Notes
£
£
In respect of:
Fixed asset investments
14
53
-
Recognised in:
Other gains and losses
53
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.
12
Intangible fixed assets
Group
Goodwill
Computer software
Contracts
Total
£
£
£
£
Cost
At 1 August 2023
17,900
89,469
107,369
Additions
5,625,891
4,979
5,630,870
At 31 October 2023
5,625,891
17,900
94,448
5,738,239
Amortisation and impairment
At 1 August 2023
4,296
654
4,950
Amortisation charged for the period
46,882
179
7,971
55,032
At 31 October 2023
46,882
4,475
8,625
59,982
Carrying amount
At 31 October 2023
5,579,009
13,425
85,823
5,678,257
At 31 July 2023
13,604
88,815
102,419
Company
Computer software
£
Cost
At 1 August 2023 and 31 October 2023
17,900
Amortisation and impairment
At 1 August 2023
4,296
Amortisation charged for the period
179
At 31 October 2023
4,475
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
12
Intangible fixed assets (continued)
28
Carrying amount
At 31 October 2023
13,425
At 31 July 2023
13,604
13
Tangible fixed assets
Group
Office equipment
Computers
Total
£
£
£
Cost
At 1 August 2023
17,006
144,432
161,438
Additions
37,640
6,458
44,098
Business combinations
304,186
304,186
At 31 October 2023
358,832
150,890
509,722
Depreciation and impairment
At 1 August 2023
6,007
73,504
79,511
Depreciation charged in the period
23,389
12,363
35,752
At 31 October 2023
29,396
85,867
115,263
Carrying amount
At 31 October 2023
329,436
65,023
394,459
At 31 July 2023
10,999
70,928
81,927
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
13
Tangible fixed assets (continued)
29
Company
Office equipment
Computers
Total
£
£
£
Cost
At 1 August 2023
17,006
141,981
158,987
Additions
6,324
6,324
At 31 October 2023
17,006
148,305
165,311
Depreciation and impairment
At 1 August 2023
6,007
72,248
78,255
Depreciation charged in the period
1,417
12,077
13,494
At 31 October 2023
7,424
84,325
91,749
Carrying amount
At 31 October 2023
9,582
63,980
73,562
At 31 July 2023
10,999
69,733
80,732
14
Fixed asset investments
Group
Company
October 2023
July 2023
October 2023
July 2023
Notes
£
£
£
£
Investments in subsidiaries
15
53
8
61
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 August 2023 and 31 October 2023
61
Impairment
At 1 August 2023
-
Impairment losses
53
At 31 October 2023
53
Carrying amount
At 31 October 2023
8
At 31 July 2023
61
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
30
15
Subsidiaries
Details of the company's subsidiaries at 31 October 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
BibliU Inc
United States of America
Ordinary
100.00
-
Texas Book Company
United States of America
Ordinary
-
100.00
16
Stocks
Group
Company
October 2023
July 2023
October 2023
July 2023
£
£
£
£
Raw materials and consumables
5,796,119
-
-
-
17
Debtors
Group
Company
October 2023
July 2023
October 2023
July 2023
Amounts falling due within one year:
£
£
£
£
as restated
Trade debtors
9,273,876
1,127,210
1,428,376
333,837
Corporation tax recoverable
332,622
332,622
Amounts owed by group undertakings
-
-
21,599,584
9,481,832
Other debtors
343,530
88,349
69,554
52,224
Prepayments and accrued income
1,569,833
244,626
252,207
196,025
11,187,239
1,792,807
23,349,721
10,396,540
18
Creditors: amounts falling due within one year
Group
Company
October 2023
July 2023
October 2023
July 2023
Notes
£
£
£
£
Bank loans and overdrafts
20
123,911
123,911
Trade creditors
8,312,066
313,758
1,848,785
310,318
Corporation tax payable
216,440
193
Other taxation and social security
137,541
112,058
136,089
112,058
Deferred income
21
4,151,730
2,051,606
Other creditors
1,828,843
822,315
13,908
Accruals and deferred income
1,333,329
2,592,522
303,688
2,415,665
16,103,860
3,840,653
4,464,272
2,851,949
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
31
19
Creditors: amounts falling due after more than one year
Group
Company
October 2023
July 2023
October 2023
July 2023
Notes
£
£
£
£
Bank loans and overdrafts
20
7,721,630
7,721,630
Other taxation and social security
3,908
3,908
3,908
3,908
7,725,538
3,908
7,725,538
3,908
20
Loans and overdrafts
Group
Company
October 2023
July 2023
October 2023
July 2023
£
£
£
£
Bank loans
7,845,483
7,845,483
Bank overdrafts
58
58
7,845,541
-
7,845,541
-
Payable within one year
123,911
123,911
Payable after one year
7,721,630
7,721,630
Kreos Capital loan has a fixed and floating charge over the assets and trademarks of BibliU Limited.
The loan bears interest at the rate of 12.5% and is repayable over 4 years.
21
Deferred income
Group
Company
October 2023
July 2023
October 2023
July 2023
£
£
£
£
Other deferred income
4,151,730
1,683,844
2,051,606
1,683,844
22
Retirement benefit schemes
October 2023
July 2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
13,538
64,940
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company operates a defined contribution scheme. During the period the company contributed £13,538 (2023: £64,940). At the reporting date £15,593 (2023: £13,904) was due to the pension fund.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
32
23
Share-based payment transactions
The group has a share based option scheme for certain employees employed by BibliU Limited and BibliU Inc.
Options are exercisable at a price equal to the estimated fair value of the company's shares on the date of the grant.
The vesting period is four years and the options can be exercise on an exit or on the fourth anniversary of the grant date.
There are 1,825,086 options outstanding at 31 October 2023 (July 2023: 441,124).
Group and company
Number of share options
Weighted average exercise price
October 2023
July 2023
October 2023
July 2023
Number
Number
£
£
Outstanding at 1 August 2023
441,124
503,803
0.58
0.52
Granted
1,449,792
-
0.59
-
Forfeited
(9,822)
(6,671)
0.57
0.56
Exercised
(56,008)
(56,008)
0.71
0.51
Outstanding at 31 October 2023
1,825,086
441,124
0.62
0.58
Exercisable at 31 October 2023
654,006
380,413
0.62
0.58
The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring the fair value of options.
Group
Company
October 2023
July 2023
October 2023
July 2023
£
£
£
£
Expenses recognised in the period
Arising from equity settled share based payment transactions
631,813
2,124,856
230,202
1,668,390
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
33
24
Share capital
Group and company
October 2023
July 2023
October 2023
July 2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 0.1p each
4,070,320
4,070,320
4,070
4,070
B Ordinary of 0.1p each
96,523
92,440
96
92
C Ordinary of 0.1p each
1,279,476
1,144,110
1,279
1,144
Deferred Shares of 0.1p each
93,700
93,700
94
94
5,540,019
5,400,570
5,539
5,400
October 2023
July 2023
October 2023
July 2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference Shares of 0.1p each
744,740
573,000
745
573
B Preference Shares of 0.1p each
3,795,879
1,814,000
3,796
1,814
4,540,619
2,387,000
4,541
2,387
Preference shares classified as equity
4,541
2,387
Total equity share capital
10,080
7,787
Ordinary A, Ordinary B, Ordinary C, Preference and B Preference shares all have full voting rights and dividends rights. After the fixed return for the deferred shares, capital distribution rights of a sum equal to the aggregate original subscription price of all series B Preferred, Preferred and C Ordinary shares in issue plus 100 to be distributed. 01% to the holders of A Ordinary and B Shares, then the balance to the holder of series B Preferred, preferred and C Ordinary shares.
Deferred shares carry no voting rights and do not entitle the holder to attend or vote at general meetings. They also have no right to participate in a distribution in respect of any dividend that may be declared. The deferred shares are entitled to received the sum of £1 in aggregate.
During the year the company issues the following shares:
4,083 B Ordinary, 135,366 C Ordinary and 2,153,929 B Preferred Shares.
In April 2024 the following shares have been issued:
31,049 C Ordinary, 238,477 B Preferred, 329,624 G Ordinary, 300 B Ordinary and 168 A Ordinary.
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
34
25
Acquisition of a business
On 1 October 2023 the group acquired 100 percent of the issued capital of Texas Book Company.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
319,854
(3,247)
316,607
Trade and other receivables
14,576,332
5,503,606
20,079,938
Cash and cash equivalents
482,740
-
482,740
Trade and other payables
(7,439,471)
(5,863,735)
(13,303,206)
Total identifiable net assets
7,939,455
(363,376)
7,576,079
Goodwill
5,594,581
Total consideration
13,170,660
The consideration was satisfied by:
£
Cash
11,941,293
Issue of shares
1,229,367
13,170,660
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
748,428
Loss after tax
(541,584)
26
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
October 2023
July 2023
October 2023
July 2023
£
£
£
£
Within one year
593,978
6,240
-
6,240
Between two and five years
1,187,995
-
-
-
1,781,973
6,240
-
6,240
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
35
27
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
October 2023
July 2023
£
£
Aggregate compensation
187,500
218,312
28
Cash generated from/(absorbed by) group operations
October 2023
July 2023
£
£
Loss for the period after tax
(2,029,097)
(7,333,876)
Adjustments for:
Finance costs
108,445
Amortisation and impairment of intangible assets
55,032
1,370
Depreciation and impairment of tangible fixed assets
35,752
7,138
Other gains and losses
53
-
Equity settled share based payment expense
631,813
2,124,856
Movements in working capital:
Increase in stocks
(5,796,119)
-
(Increase)/decrease in debtors
(3,217,163)
412,647
Increase/(decrease) in creditors
7,804,135
(1,286,070)
Increase in deferred income
4,151,730
Cash generated from/(absorbed by) operations
1,744,581
(6,073,935)
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
36
29
Cash generated from/(absorbed by) operations - company
October 2023
July 2023
£
£
Loss for the period after tax
(798,412)
(4,668,054)
Adjustments for:
Finance costs
108,445
Amortisation and impairment of intangible assets
179
716
Depreciation and impairment of tangible fixed assets
13,494
53,885
Other gains and losses
53
-
Equity settled share based payment expense
230,202
1,668,390
Movements in working capital:
Decrease/(increase) in debtors
97,065
(2,374,243)
(Decrease)/increase in creditors
(516,476)
901,589
Increase/(decrease) in deferred income
2,051,606
(2,640,137)
Cash generated from/(absorbed by) operations
1,186,156
(7,057,854)
30
Analysis of changes in net funds/(debt) - group
1 August 2023
Cash flows
Exchange rate movements
31 October 2023
£
£
£
£
Cash at bank and in hand
1,875,017
4,605,400
(489,239)
5,991,178
Bank overdrafts
(58)
-
(58)
1,875,017
4,605,342
(489,239)
5,991,120
Borrowings excluding overdrafts
-
(7,845,483)
-
(7,845,483)
1,875,017
(3,240,141)
(489,239)
(1,854,363)
31
Analysis of changes in net funds/(debt) - company
1 August 2023
Cash flows
31 October 2023
£
£
£
Cash at bank and in hand
580,887
3,001,325
3,582,212
Bank overdrafts
(58)
(58)
580,887
3,001,267
3,582,154
Borrowings excluding overdrafts
-
(7,845,483)
(7,845,483)
580,887
(4,844,216)
(4,263,329)
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
37
32
Prior period adjustment
A prior year restatement has been disclosed in the parent accounts to account for a late invoice totalling £1,265,118. The invoice is in relation to revenue that was due from the subsidiary. The effect this has on the prior year company figures is an increase to revenue and decrease to retained earnings of the full amount.
In addition to the above, the share option charge has been recalculated specifically for the unvested shares in line with FRS102. The value of the additional share based payment charge was £1,502,532.
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Analysis of the effect upon equity
Other reserves
-
1,502,532
Profit and loss reserves
-
(1,502,532)
-
-
Reconciliation of changes in loss for the previous financial period
July 2023
£
Adjustments to prior period
(1,502,532)
Loss as previously reported
(5,831,342)
Loss as adjusted
(7,333,874)
Reconciliation of changes in equity - company
1 August
31 July
2022
2023
£
£
Adjustments to prior period
Missing intercompany invoice
-
1,265,118
Equity as previously reported
11,215,460
6,950,849
Equity as adjusted
11,215,460
8,215,967
Analysis of the effect upon equity
Other reserves
-
1,046,066
Profit and loss reserves
-
219,052
-
1,265,118
BibliU Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
32
Prior period adjustment (continued)
38
Reconciliation of changes in loss for the previous financial period
July 2023
£
Adjustments to prior period
Missing intercompany invoice
1,265,118
Additional share option charge
(1,046,066)
Total adjustments
219,052
Loss as previously reported
(4,887,106)
Loss as adjusted
(4,668,054)
Notes to reconciliation
Invoice for intercompany revenue
An invoice for intercompany revenue was omitted from the prior year financial statements. The invoice was raised after the year end however relates to the prior period.
Share option charge recalculated
The share option charge has been recalculated specifically for the unvested shares in line with FRS102.
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