REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
FOR |
MOMENTAI LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
FOR |
MOMENTAI LIMITED |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
MOMENTAI LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Directors: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
The directors present their strategic report for the year ended 31 January 2024. |
Review of business |
Momentai Limited operating in United Kingdom as parent company of Direkt Optik AB operating in Sweden. |
Key performance indicators |
The key financial and other performance indicators during the period, for the company, were as follows: |
2024 | 2023 | Change |
£'000 | £'000 | % |
Turnover | - | - | - |
Operating profit / (loss) | (40) | (72) | 18 |
Profit after tax / (loss) | (40) | (72) | 18 |
Profit and loss reserves / (loss) | (1,961) | (1,921) | (3) |
Current assets as % of current liabilities (quick ratio) | 0% | 0% | - |
Average number of employees | - | - | - |
Operating profit and profit after tax are used to track the underlying performance of the business. |
We are exposed to risks and uncertainties in our business, including the risk factors set forth below: |
Financial risks |
There is an amount of currency exposure given the company operates in Europe. This is managed and monitored by group treasury. |
Operational risks |
There are no significant operational risks. |
Regulatory and compliance risks |
There are no significant regulatory or compliance risks aside from standard legal, audit, tax and reporting compliance which are mitigated by using service providers who are experts in their field. |
Competitive risks |
There are no significant competitive risks. Momentai Limited is the holding company for the Swedish retail chain Direkt Optik A.B.. |
On behalf of the board: |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
The directors present their report with the financial statements of the company for the year ended 31 January 2024. |
Principal activity |
The principal activity of the company in the year under review was that of a holding company. |
Subsequent events |
On 25 July 2024, Drive Bidco BV (a SPV of investment funds and accounts managed by Kohlberg Kravis Roberts &Co (KKR)) acquired 100% of the issued share capital of nexeye holding BV from 3i Plc. |
Future developments |
There are no specific developments expected in 2024. |
Dividends |
No dividends will be distributed for the year ended 31 January 2024 (2023: £nil). |
Events since the end of the year |
No events have occurred since the end of the year that require disclosure. |
Directors |
The directors shown below have held office during the whole of the period from 1 February 2023 to the date of this report. |
Statement of directors' responsibilities |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 and then apply them consistently; |
- | make judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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. |
Statement as to disclosure of information to auditors |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Auditors |
The auditors, Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
On behalf of the board: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MOMENTAI LIMITED |
Opinion |
We have audited the financial statements of Momentai Limited (the 'company') for the year ended 31 January 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 company's affairs as at 31 January 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 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 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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. |
In connection with our audit of the financial statements, 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 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. |
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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
We have nothing to report in respect of the following matters where 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MOMENTAI LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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. |
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 a Report of the Auditors 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. |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures to respond to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis to our opinion. |
We have identified and assess the potential risks related to irregularities, including fraud, by: |
- Making enquiries of management regarding the compliance with laws and regulations, the detection of and response to the risk of fraud and any knowledge of actual, suspected or alleged fraud. We also discussed the controls in place to mitigate fraud risks or non-compliance with laws and regulations. |
- Obtaining an understanding of the legal and regulatory framework in which the company operates. The key laws and regulations are considered to be accounting standards and the Companies Act 2006. |
We have responded to risks identified by performing procedures including the following: |
- Making enquiries of management concerning actual and potential litigation claims; |
- Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of misstatement due to fraud; and |
- Reviewing the financial statement disclosures and testing to supporting documentation. |
We have also considered the fraud risks and risk fraud through management override of controls through holding discussions with management to enquire if they have identified any instances of actual or suspected fraud. We have also performed analytical procedures to try and identify any unusual or unexpected relationships that may indicate fraud risks. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MOMENTAI LIMITED |
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 2006. Our 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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 JANUARY 2024 |
31/1/24 | 31/1/23 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING PROFIT | 4 |
Interest payable and similar expenses | 5 | ( |
) | ( |
) |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 6 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 JANUARY 2024 |
31/1/24 | 31/1/23 |
Notes | £ | £ |
LOSS FOR THE YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
BALANCE SHEET |
31 JANUARY 2024 |
31/1/24 | 31/1/23 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 7 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | 10 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 JANUARY 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 February 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 January 2023 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 January 2024 | ( |
) | ( |
) |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
1. | STATUTORY INFORMATION |
Momentai 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. |
The company's functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Preparation of consolidated financial statements |
The financial statements contain information about Momentai Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Retina Holdco BV, Papland 21, 4206 CK Gorinchem, The Netherlands. |
Investments in subsidiaries |
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet 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. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
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. |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
2. | ACCOUNTING POLICIES - continued |
Going concern |
Not withstanding the accumulated losses of £1,960,555 (2023 - £1,920,962) and net current liabilities at 31 January 2024 of £1,919,040 (2022 - £1,879,447), the financial statements have been prepared on a going concern basis, which the directors believe to be appropriate for the given reasons: The company is dependent for its working capital on funds provided to it by Hans Anders Nederland BV and Direkt Optik AB. The ultimate parent entity of the group, Retina Holdco B.V.; has confirmed on behalf of both these entities, that for at least 12 months from the date of approval of these financial statements, they will continue to make available such funds as are needed by the company and that inter-company loans will not be called on for repayment. This will enable the company to continue in operational existence for the foreseeable future of at least 12 months from signing of these financial statements, by meeting its liabilities when they fall due for payment. |
Whilst the directors have every reason to believe that the support extended by the group will be forthcoming, they recognise that the letter of support does not represent a legally binding contract and therefore, such financial support cannot be guaranteed. These events or conditions indicate that a material uncertainty exists which may cast significant doubt on the company's ability to continue as a going concern. The financial statements do not include adjustments that would result if the company was unable to continue as a going concern. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 January 2024 nor for the year ended 31 January 2023. |
The average number of employees during the year was NIL (2023 - NIL). |
31/1/24 | 31/1/23 |
£ | £ |
Directors' remuneration |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31/1/24 | 31/1/23 |
£ | £ |
Auditors' remuneration |
Foreign exchange differences | ( |
) | ( |
) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31/1/24 | 31/1/23 |
£ | £ |
Loan interests |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 January 2024 nor for the year ended 31 January 2023. |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
6. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31/1/24 | 31/1/23 |
£ | £ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
Effects of: |
Unused tax losses for which no deferred tax assets have been recognised | 7,523 | 13,700 |
Total tax charge | - | - |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
Cost |
At 1 February 2023 |
and 31 January 2024 |
Net book value |
At 31 January 2024 |
At 31 January 2023 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Scheelegatan 8, 112 23 Stockholm, Sweden |
Nature of business: |
% |
Class of shares: | holding |
31/1/24 | 31/1/23 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/1/24 | 31/1/23 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Accrued expenses |
MOMENTAI LIMITED (REGISTERED NUMBER: 03995019) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 JANUARY 2024 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/1/24 | 31/1/23 |
value: | £ | £ |
Ordinary | £1 | 50,000 | 50,000 |
The ordinary shares have full rights to receive notice of, attend and vote at general meeting. One share carries one vote and full rights to dividends and capital distributions. |
10. | RESERVES |
Retained |
earnings |
£ |
At 1 February 2023 | ( |
) |
Deficit for the year | ( |
) |
At 31 January 2024 | ( |
) |
Called up share capital |
Called up share capital represents the nominal value of the shares issued. |
Retained earnings |
Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments. |
11. | RELATED PARTY DISCLOSURES |
The company has taken advantage of the exemption available under FRS 102 S.33.1A and not disclosed transactions with the wholly owned group companies. There have been no other related party transactions in the current or prior year. |
12. | SUBSEQUENT EVENTS |
On 25 July 2024, Drive Bidco BV (a SPV of investment funds and accounts managed by Kohlberg Kravis Roberts &Co (KKR)) acquired 100% of the issued share capital of nexeye holding BV from 3i Plc. |
13. | ULTIMATE CONTROLLING PARTY |
The company is a wholly owned subsidiary of Hans Anders Nederland BV, a company incorporated in the Netherlands. During the year the ultimate parent company was 3i Group Plc. On 25 July 2024 the ultimate parent company became Drive Topco BV, a company controlled by investment funds and accounts managed by Kohlberg Kravis Roberts & Co (KKR). |
The smallest and largest group in which the results of the company are consolidated is that headed by Drive Topco BV, incorporated in the Netherlands. No other group financial statements include the results of the company. The consolidated financial statements of the group are available to the public and may be obtained from their registered office Papland 21, 4206 CJK Gorinchem, The Netherlands. |