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REGISTERED NUMBER: 13587567 (England and Wales)















FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024

FOR

FORMAGRID UK LIMITED

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


FORMAGRID UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 JANUARY 2024







DIRECTORS: R N Marks
A J Ofstad
A R Toubassy
T Kawai





REGISTERED OFFICE: Albert House, 256-260 Old Street Suite 1
London
United Kingdom
EC1V 9DD





REGISTERED NUMBER: 13587567 (England and Wales)





AUDITORS: WD Audit Limited (Statutory Auditor)
5th Floor
111 Charterhouse Street
London
EC1M 6AW

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

BALANCE SHEET
31 JANUARY 2024

2024 2023
Notes £ £
FIXED ASSETS
Tangible assets 4 44,799 35,565

CURRENT ASSETS
Debtors: amounts falling due within
one year

5

329,747

577,182
Cash at bank 2,663,827 2,993,080
2,993,574 3,570,262
CREDITORS
Amounts falling due within one year 6 (6,259,452 ) (5,515,199 )
NET CURRENT LIABILITIES (3,265,878 ) (1,944,937 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,221,079

)

(1,909,372

)

CAPITAL AND RESERVES
Called up share capital 25,000 25,000
Other reserves 7 5,934,314 3,511,272
Retained earnings 7 (9,180,393 ) (5,445,644 )
(3,221,079 ) (1,909,372 )

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 November 2024 and were signed on its behalf by:




R N Marks - Director



T Kawai - Director


FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024


1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The directors have sought and received response from the parent company that financial support will be forthcoming for the next 12 months after signature of these financial statements. On this basis, the director continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Functional and presentational currrency
The company's functional and presentational currency is GBP.

Significant judgements and estimates
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying 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, 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.

There are no estimates and assumptions which are considered to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

Turnover
Turnover is derived from recharged expenses to the parent company and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


2. ACCOUNTING POLICIES - continued

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.

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

The estimated useful lives are as follows:

- Computer equipment 2-3 years

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

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

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


2. ACCOUNTING POLICIES - continued

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

Debtors
Short term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on Debtors.

Creditors
Short term creditors are measured at the transaction price.

Interest income
Interest income is recognised in profit or loss using the effective interest method.

Financial Instruments
The Company 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 and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or receive.

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


2. ACCOUNTING POLICIES - continued

Share based payments
The Company issues equity-settled share options to certain employees. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on an accelerated attribution basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured based on the estimated fair value of the common stock of Formagrid, Inc. at the date of grant. The fair market value of the common stock has been estimated with input from management and contemporaneous third-party valuations.

The fair value of options offered under equity settled share based payment schemes is determined at grant date and expensed in the profit and loss account over the vesting period with a corresponding credit to retained earnings.

Where vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.

Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period.

The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal value of the shares issue.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 57 (2023 - 33 ) .

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


4. TANGIBLE FIXED ASSETS
Computer
equipment
£
COST
At 1 February 2023 46,102
Additions 40,388
Impairments (1,437 )
At 31 January 2024 85,053
DEPRECIATION
At 1 February 2023 10,537
Charge for year 29,717
At 31 January 2024 40,254
NET BOOK VALUE
At 31 January 2024 44,799
At 31 January 2023 35,565

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Other debtors 165,474 147,787
Deferred tax - 15,788
VAT 69,470 124,734
Prepayments 94,803 288,873
329,747 577,182

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade creditors 6,929 331,238
Amounts owed to group undertakings 4,774,426 2,950,957
Other creditors 17,215 11,202
Accruals and deferred income 1,460,882 2,221,802
6,259,452 5,515,199

7. RESERVES

Retained earnings - represents accumulated profits and losses net of distribution to owners.

Other reserves - represents capital contributions in connection with the recharged share-based payment expenses from Formagrid Inc to employees of Formagrid UK Limited.

FORMAGRID UK LIMITED (REGISTERED NUMBER: 13587567)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JANUARY 2024


8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Roy Davis FCA (Senior Statutory Auditor)
for and on behalf of WD Audit Limited (Statutory Auditor)

9. PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £425,804 (2023: £295,650). Contributions totalling £41,548 (2023: £50,674) were payable to the fund at the reporting date and are included in creditors.

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. ULTIMATE CONTROLLING PARTY

The Company is a wholly owned subsidiary of Formagrid Inc, in the United States of America.

The smallest group in which the results of the company are consolidated is that headed by Formagrid Inc.

The address of the registered office of Formagrid Inc in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Zip Code 19808, and the name of the registered agent of Formagrid Inc in the State of Delaware at such address is Corporation Service Company.

12. SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.

The vesting period is four years. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.