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Registered number: 10352986









FUELMII LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

 
FUELMII LIMITED
 
 
COMPANY INFORMATION


Directors
Tuguy Dervish 
Elena Efstathiou 
Sameer Khatri 




Registered number
10352986



Registered office
14 Whitby Avenue

London

NW10 7SF




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
FUELMII LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Statement of Comprehensive Income
10
Statement of Financial Position
11
Statement of Changes in Equity
12
Statement of Cash Flows
13 - 14
Analysis of Net Debt
15
Notes to the Financial Statements
16 - 31


 
FUELMII LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

Introduction
 
The Company is required by the Companies Act, to set out in this report a fair review of the business of the Company during the financial year ended 30 April 2024, and of the position of the Company at the year-end, and a description of the principal risks and uncertainties facing the Company. The review is prepared solely to provide additional information to shareholders to access the Company’s strategies and the potential for the strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose.

Business review
 
Revenue: Revenue decreased by 7% year-over-year to £26.7 million (2023: £28.7 million). This decline is primarily attributed to the impact of higher fuel prices in 2023, a consequence of geopolitical factors such as the Ukraine war.
Profitability: Despite the revenue dip, the Company achieved a positive outcome in profitability. Gross profit rose to £2.9 million (2023: £2.1 million), reflecting a 43% increase in gross profit margin.
Operating Expenses: Total operating loss increased to £2.6 million (2023: £1.4 million). However, it's important to note this is partially due to increased operational investments. These include:
• Expanding our senior management team through strategic hires.
• Opening new depots in FY24 and a full year of rent in our new depots opened in FY23
• Enhancing our insurance coverage to reflect the growing size of the business.
Financial Position: The Company's net asset position stands at £1.5 million (2023: £4.2 million).
Liquidity: Current assets decreased to £2.9 million (2023: £5.3 million), with the use of funds over the year for operational and capital investment.
Debt and Financing: Current liabilities increased to £3.4 million (2023: £1.5 million) due to expanded credit lines from suppliers, bolstering our working capital. We also report a decrease in long-term liabilities to £0.3 million (2023: £1 million) as a result of debt-to-equity conversion and loan repayments during the period.
Looking Forward (Post Year-End): We are pleased to announce the successful completion of an additional £3 million fundraising round after the close of the fiscal year. These funds will be strategically allocated to fuel our expansion plans across the UK and European markets.

Page 1

 
FUELMII LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Principal risks and uncertainties
 
      Matter of concern
Potential Impact
Mitigating Actions

Fuel Price Volatility

Reduced profitability



The Company has strong relationships with suppliers and procures fuel in advance in order to manage volatility.  We continuously monitor and optimise fuel procurement practices.

Regulatory Changes 

Increased operational costs, restrictions on operations

The Company proactively monitors evolving regulations and               implements processes to ensure compliance with new regulations. 

Safety and Environmental Incidents

Reputational damage, potential liabilities

The Company has robust safety protocols and spill prevention measures, comprehensive driver training programs and regularly audits safety procedures and vehicle maintenance. 

Competition

Loss of market share, reduced profitability

We mitigate competition through our UK patent, ensuring protection of our unique technology. Customer care remains our top priority and the Company actively monitors market trends and competitor activity.


Financial key performance indicators
 
The following key performance indicators (KPI's) illustrate the results achieved in 2024:


2024
2023
    £ million
     £million
Revenue

26.7

28.7
 
Gross Profit

2.9

2.1
 
Net Loss

(2.6)

(1.4)
 

Page 2

 
FUELMII LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Future Outlook
 
The mobile fuel delivery market in the UK is experiencing significant growth, and Fuelmii, the UK's leading provider, is perfectly positioned to capitalize on this opportunity. We are actively expanding our operational capacity by opening new sites across the country, and we're setting our sights on European expansion as well.
Fuelmii's unwavering commitment to innovation, operational excellence, and customer satisfaction is the driving force behind our success. We continuously strive to stay ahead of the curve, ensuring a seamless and convenient experience for our customers. As the market leader, we're committed to sustaining our competitive edge through ongoing innovation and strategic expansion.

Disclaimer

This strategic report is based on management's current plans and assumptions and is subject to change based on future developments.


This report was approved by the board on 9 January 2025 and signed on its behalf.



Tuguy Dervish
Director

Page 3

 
FUELMII LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.

Principal activity

The company’s principal activity during the year continued to be that of operating a mobile fuel delivery service, providing convenient on-demand refuelling for businesses and fleets.

Results and dividends

The loss for the year, after taxation, amounted to £2,568,070 (2023 - loss £1,449,491).

The directors do not recommend the payment of a final dividend for the year ended 30 April 2024.

Directors

The directors who served during the year were:

Tuguy Dervish 
Elena Efstathiou 
Sameer Khatri 

Page 4

 
FUELMII LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Going concern

After reviewing the Company’s forecasts and projections, which cover the 12-month period from the date of signing the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. These forecasts and projections have considered a downside scenario in volume and growth levels; however, management have also identified mitigating actions that could be taken to ensure that the Company has sufficient funds to meet liabilities as they fall due over the next 12 months. The Company therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Future developments

The Company's future developments are set out in the future outlook section of the Strategic Report on page 3 in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance to the Company.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

In July 2024, the Company completed a £3 million fundraising being received post balance sheet to date.
On 28th May 2024 the company issued 4 employees with EMI share options over 62 ordinary F shares. These share options are to be exercised on exit and have total actual market value in total of £508,710 and unrestricted market value in total of £559,612.

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 9 January 2025 and signed on its behalf.
 





Tuguy Dervish
Director

Page 5

 
FUELMII LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUELMII LIMITED
 

Opinion


We have audited the financial statements of Fuelmii Limited (the 'Company') for the year ended 30 April 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 30 April 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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.


Page 6

 
FUELMII LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUELMII LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 year 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 Company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 4, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
FUELMII LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUELMII LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.


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

- We exercise professional judgment and maintain professional skepticism throughout the audit;
- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;
- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;
- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;
- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
- We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements;


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 8

 
FUELMII LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUELMII LIMITED (CONTINUED)


Other matters 
 

The comparative figures disclosed in the financial statements were not audited.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Ms N A Spoor FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accountants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

9 January 2025
Page 9

 
FUELMII LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£
£

  

Turnover
 4 
26,693,756
28,731,816

Cost of sales
  
(23,742,795)
(26,661,830)

Gross profit
  
2,950,961
2,069,986

Distribution costs
  
(2,344,394)
(1,572,752)

Administrative expenses
  
(3,295,262)
(1,879,883)

Other operating income
 5 
111,301
-

Operating loss
  
(2,577,394)
(1,382,649)

Interest receivable and similar income
  
21,950
1,001

Interest payable and similar expenses
 10 
(12,626)
(67,843)

Loss before tax
  
(2,568,070)
(1,449,491)

Loss for the financial year
  
(2,568,070)
(1,449,491)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
FUELMII LIMITED
REGISTERED NUMBER: 10352986

STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
11,967
10,456

Tangible assets
 13 
2,351,178
1,425,623

  
2,363,145
1,436,079

Current assets
  

Stocks
 14 
319,788
181,848

Debtors: amounts falling due within one year
 15 
2,302,558
2,689,234

Cash at bank and in hand
 16 
273,463
2,473,571

  
2,895,809
5,344,653

Creditors: amounts falling due within one year
 17 
(3,328,591)
(1,535,028)

Net current (liabilities)/assets
  
 
 
(432,782)
 
 
3,809,625

Total assets less current liabilities
  
1,930,363
5,245,704

Creditors: amounts falling due after more than one year
 18 
(297,189)
(1,044,460)

  

Net assets
  
1,633,174
4,201,244


Capital and reserves
  

Called up share capital 
 22 
214
214

Share premium account
 23 
10,225,384
10,225,384

Profit and loss account
 23 
(8,592,424)
(6,024,354)

  
1,633,174
4,201,244


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 January 2025.




Tuguy Dervish
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 11

 
FUELMII LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 May 2022
210
6,255,886
(4,574,863)
1,681,233


Comprehensive income for the year

Loss for the year
-
-
(1,449,491)
(1,449,491)

Shares issued during the year
4
3,969,498
-
3,969,502



At 1 May 2023
214
10,225,384
(6,024,354)
4,201,244



Loss for the year
-
-
(2,568,070)
(2,568,070)


At 30 April 2024
214
10,225,384
(8,592,424)
1,633,174


The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
FUELMII LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(2,568,070)
(1,449,491)

Adjustments for:

Amortisation of intangible assets
11,065
23,665

Depreciation of tangible assets
618,962
377,692

Loss on disposal of tangible assets
(5,367)
-

Interest paid
8,360
67,843

Interest received
(21,950)
(1,001)

(Increase) in stocks
(137,940)
(12,836)

Decrease/(increase) in debtors
386,676
(571,491)

Increase/(decrease) in creditors
1,685,226
(653,401)

Net cash generated from operating activities

(23,038)
(2,219,020)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,549,884)
(867,832)

Sale of tangible fixed assets
15,000
-

Purchase of intangible fixed assets
(12,575)
-

Interest received
21,950
1,001

HP interest paid
(35,896)
(4,665)

Net cash from investing activities

(1,561,405)
(871,496)
Page 13

 
FUELMII LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024


2024
2023

£
£



Cash flows from financing activities

Issue of ordinary shares
-
3,969,498

New loans received
-
3,307,658

Repayment of loans
(582,756)
(2,000,000)

Repayment finance leases
(60,445)
(113,898)

Interest paid
27,536
(63,178)

Net cash used in financing activities
(615,665)
5,100,080

Net (decrease)/increase in cash and cash equivalents
(2,200,108)
2,009,564

Cash and cash equivalents at beginning of year
2,473,571
464,007

Cash and cash equivalents at the end of year
273,463
2,473,571


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
273,463
2,473,571

273,463
2,473,571


The notes on pages 16 to 31 form part of these financial statements.

Page 14

 
FUELMII LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2024




At 1 May 2023
Cash flows
At 30 April 2024
£

£

£

Cash at bank and in hand

2,473,571

(2,200,108)

273,463

Debt due after 1 year

(1,010,019)

1,010,019

-

Debt due within 1 year

(352,045)

(372,857)

(724,902)

Finance leases

(66,841)

(316,724)

(383,565)


1,044,666
(1,879,670)
(835,004)

The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

Fuelmii Limited is a private company limited by shares, domiciled in England and Wales, registration number 10352986. The company’s registered office address is 14 Whitby Avenue, London, NW10 7SF.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

After reviewing the Company’s forecasts and projections, which cover the 12-month period from the date of signing the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. These forecasts and projections have considered a downside scenario in volume and growth levels; however, management have also identified mitigating actions that could be taken to ensure that the Company has sufficient funds to meet liabilities as they fall due over the next 12 months. The Company therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
Revenue is recognised at the date of fuels delivered to customers.

 
2.4

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 16

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.5

Interest income

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

 
2.6

Finance costs

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

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

 
2.10

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.

Page 17

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the lease term
Plant and machinery
-
20% and 25%
Motor vehicles
-
20%

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

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

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Debtors

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

 
2.13

Cash and cash equivalents

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

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.14

Creditors

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

Page 18

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.15

Financial instruments

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

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

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

Basic financial assets

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

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

Other financial assets

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

Financial liabilities

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

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

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 19

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.15
Financial instruments (continued)


Other financial instruments

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

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


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgments, 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 estimates are recognised in the period of the revision and future periods 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.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sale of fuels
26,693,756
28,731,816

26,693,756
28,731,816


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
26,693,756
28,731,816

26,693,756
28,731,816


Page 20

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

5.


Other operating income

2024
2023
£
£

Other operating income
111,301
-

111,301
-


Included within other operating income above is the sum of £107,310 (2023: £Nil) in relation to insurance claims received during the year.


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
15,000
-
Page 21

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
2,318,211
1,180,518

Social security costs
244,865
124,560

Cost of defined contribution scheme
26,828
18,353

2,589,904
1,323,431


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Finance
1
1



Operations
42
26



HR
2
1



Sales
10
5



Admin
1
1



Management
3
1

59
35


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
416,523
70,615

416,523
70,615


The highest paid director received remuneration of £150,000 (2023 - £NIL).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

Page 22

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

9.


Interest receivable

2024
2023
£
£


Other interest receivable
21,950
1,001

21,950
1,001


10.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
(23,270)
63,178

Finance leases and hire purchase contracts
35,896
4,665

12,626
67,843


11.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 23

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,568,070)
(1,449,491)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(642,018)
(275,403)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,075
7,044

Capital allowances for year in excess of depreciation
(123,020)
(130,583)

Unrelieved tax losses carried forward
760,963
398,942

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

12.


Intangible assets




Development expenditure

£



Cost


At 1 May 2023
144,353


Additions
12,575



At 30 April 2024

156,928



Amortisation


At 1 May 2023
133,897


Charge for the year on owned assets
11,064



At 30 April 2024

144,961



Net book value



At 30 April 2024
11,967



At 30 April 2023
10,456

System development is being written off in equal instalments over its estimated economic life of 5 years.



Page 25

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

13.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



Cost or valuation


At 1 May 2023
35,301
1,863,256
417,867
2,316,424


Additions
45,083
1,165,694
339,107
1,549,884


Disposals
-
(15,000)
-
(15,000)



At 30 April 2024

80,384
3,013,950
756,974
3,851,308



Depreciation


At 1 May 2023
15,964
777,747
97,090
890,801


Charge for the year on owned assets
7,896
501,707
109,359
618,962


Disposals
-
(9,633)
-
(9,633)



At 30 April 2024

23,860
1,269,821
206,449
1,500,130



Net book value



At 30 April 2024
56,524
1,744,129
550,525
2,351,178



At 30 April 2023
19,337
1,085,509
320,777
1,425,623




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Long leasehold
56,524
19,337

56,524
19,337


Page 26

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

           13.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
397,295
230,896

397,295
230,896


14.


Stocks

2024
2023
£
£

Fuels
319,788
181,848

319,788
181,848



15.


Debtors

2024
2023
£
£


Trade debtors
1,562,285
1,524,872

Other debtors
173,235
720,715

Prepayments and accrued income
567,038
443,647

2,302,558
2,689,234



16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
273,463
2,473,571

273,463
2,473,571


Page 27

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

17.


Creditors: Amounts falling due within one year

2024
2023
£
£

Other loans (See note 19 below)
724,902
352,045

Trade creditors
1,761,100
1,008,715

Other taxation and social security
63,809
92,730

Obligations under finance lease and hire purchase contracts
86,376
32,400

Accruals
692,404
49,138

3,328,591
1,535,028



18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans (See note 19 below)
-
1,010,019

Net obligations under finance leases and hire purchase contracts
297,189
34,441

297,189
1,044,460



19.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Other loans
724,902
352,045


724,902
352,045


Amounts falling due 2-5 years

Other loans
-
1,010,019


-
1,010,019



Other loans include a loan received from Sameer Kharti, a director and a shareholder.

Page 28

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
86,376
32,400

Between 1-5 years
297,189
34,441

383,565
66,841


21.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
273,463
2,473,571

Trade debtors measured at cost less impairment
1,562,285
1,524,872

Financial assets that are debt instruments measured at amortised cost
740,273
1,164,362

2,576,021
5,162,805


Financial liabilities


Trade creditors measured at amortised cost
1,761,100
1,008,715

Other creditors measured at amortised cost
1,864,680
1,570,773

3,625,780
2,579,488


Financial assets measured at fair value through profit or loss comprise bank and cash balances, which are revalued at 30 April 2024 in line with year-end spot rates.


Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors arising in the normal course of business.


Financial liabilities measured at amortised cost comprise trade and other creditors and accruals arising in the normal course of business.

Page 29

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



3,816 (2023 - 3,816) Ordinary "A" shares of £0.01 each
38
38
3,000 (2023 - 3,000) Ordinary "B" shares of £0.01 each
30
30
5,000 (2023 - 5,000) Ordinary "C" shares of £0.01 each
50
50
1,800 (2023 - 1,800) Ordinary "D" shares of £0.01 each
18
18
1,365 (2023 - 1,365) Ordinary "E" shares of £0.01 each
14
14
6,384 (2023 - 6,384) Deferred shares shares of £0.01 each
64
64

214

214



23.


Reserves

Share premium account

The share premium account represents the additional amount shareholders have paid for their issued shares that was in excess of the par value of those shares.

Profit and loss account

The profit and loss account represents the net distributable reserves of the company at the date of statement of financial position.


24.


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 £26,828 (2023: £18,353). Contributions totalling £7,560 (2023: £3,404) were payable to the fund at the reporting date and are included in creditors.

Page 30

 
FUELMII LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

25.


Commitments under operating leases

At 30 April 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land and buildings


Not later than 1 year
320,122
211,333

Later than 1 year and not later than 5 years
831,667
601,583

1,151,789
812,916

Vehicle leases


Not later than 1 year
7,968
3,984

Later than 1 year and not later than 5 years
-
-

7,968
3,984


26.


Related party transactions

During the year the company has entered into a property lease agreement with Parkview Commercial Properties Limited on 15 February 2024. An annual rent amount of £50,000 is payable to Parkview Commercial Properties Limited over next five years. Sameer Khatri, a director and shareholder of this company has a significant influence over Parkview Commercial Properties Limited. 
Included within other debtors an amount of £22,469 (2023: £5,918) receivable from Tuguy Dervish, a director and a shareholder of this company.


27.


Post balance sheet events

In July 2024, the Company completed a £3 million fundraising being received post balance sheet to date.
On 28th May 2024 the company issued 4 employees with EMI share options over 62 ordinary F shares. These share options are to be exercised on exit and have total actual market value in total of £508,710 and unrestricted market value in total of £559,612.


28.


Controlling party

In the opinion of the directors, there is no ultimate controlling party.

 
Page 31