Company Registration No. 08606400 (England and Wales)

 

 

 

 

 

 

 

 

 

 

 

 

 

GRABYO LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

GRABYO LIMITED

 

COMPANY INFORMATION

 

Directors

Mr W Neale

 

Mr G Capon

 

Mr T Harding

 

 

Company number

08606400

 

 

Registered office

19 Heddon Street

 

London

 

England

 

W1B 4BG

GRABYO LIMITED

 

CONTENTS

 

 

Page

 

 

Directors' report

3

 

 

Consolidated statement of comprehensive income

4

 

 

Consolidated statement of financial position

5

 

 

Company statement of financial position

6

 

 

Statements of changes in equity

7

 

 

Notes to the financial statements

8 - 24

 

GRABYO LIMITED

 

DIRECTORS' REPORT

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

The directors present their report and financial statements for the three month period ended 31 March 2024.

 

Directors' responsibilities statement

The directors are responsible for preparing the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial period. The directors have elected to prepare the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs). 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 and profit or loss of the company and group for that period.

 

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

select suitable accounting policies for the group'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 group 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 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.

 

Results

The loss for the three month period, after taxation, amounted to £231,101 (2023 12-month period: £4,677,537). The results for the period are set out on page 4.

 

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr W Neale

Mr G Capon

Mr T Harding

 

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemptions.

 

This report was approved by the Board and signed on its behalf.

 

 

 

 

………………………………

G J Capon

Director

 

Date: ……………………………….

GRABYO LIMITED

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

 

 

2024

2023

 

 

(3 month period)

(12 month period)

 

Note

£

£

 

 

 

 

Turnover

4

1,449,966

5,938,017

Cost of sales

 

(232,372)

(876,369)

 

 

 

 

Gross profit

 

1,217,594

5,061,648

 

 

 

 

Administrative expenses

 

(1,570,679)

(10,417,762)

Other operating income

5

1,521

172,190

 

 

 

 

Operating (loss)/profit

6

(351,564)

(5,183,924)

 

 

 

 

Interest and similar income

10

13,147

84,265

 

 

 

 

(Loss)/profit before tax

 

(338,417)

(5,099,659)

 

 

 

 

Tax on (loss)/profit

12

22,067

422,122

 

 

 

 

(Loss)/profit for the period

 

(316,350)

(4,677,537)

 

 

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

The notes on pages 8 to 24 form part of these financial statements

GRABYO LIMITED

REGISTERED NUMBER: 08606400

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2024

 

 

 

2024

2023

 

Note

£

£

Non-current assets

 

 

 

Intangible assets

13

2,094,332

1,734,993

Property, plant and equipment

14

18,545

19,175

Current assets

 

 

 

Trade and other receivables

16

1,612,766

1,158,464

Cash and cash equivalents

17

1,266,646

1,947,357

 

 

 

 

TOTAL ASSETS

 

4,992,289

4,859,990

 

 

 

 

Non-current liabilities

 

 

 

Deferred tax payable

20

963,581

784,395

Current liabilities

 

 

 

Trade and other payables

18

1,778,125

1,589,831

 

 

 

 

TOTAL LIABILITIES

 

2,741,706

2,374,226

 

 

 

 

Share capital

21

17

17

Share premium

23

8,207,245

8,207,245

Foreign exchange reserve

23

346

(7,679)

Retained earnings

23

(5,957,025)

(5,713,819)

 

 

 

 

EQUITY

 

2,250,583

2,485,764

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

4,992,289

4,859,990

 

 

For the three month period ended 31 March 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

 

The accounts are prepared in accordance with the provisions applicable to companies subject to the small companies regime.

 

The financial statements were approved by the board of directors and authorised for issue on ……………… and are signed on its behalf by:

 

 

 

 

………………………………..

G J Capon

Director

Date:

 

The notes on pages 8 to 24 form part of these financial statements.

 

GRABYO LIMITED

REGISTERED NUMBER: 08606400

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2024

 

 

 

2024

2023

 

Note

£

£

Non-current assets

 

 

 

Intangible assets

13

2,094,332

1,734,993

Property, plant and equipment

14

15,305

16,326

Investments

15

81

81

Current assets

 

 

 

Trade and other receivables

16

1,292,068

1,108,052

Cash and cash equivalents

17

1,026,336

1,697,043

 

 

 

 

TOTAL ASSETS

 

4,428,123

4,556,495

 

 

 

 

Non-current liabilities

 

 

 

Deferred tax payable

20

873,988

784,395

Current liabilities

 

 

 

Trade and other payables

18

1,352,344

1,335,371

 

 

 

 

TOTAL LIABILITIES

 

2,226,332

2,119,766

 

 

 

 

Share capital

21

17

17

Share premium

23

8,207,245

8,207,245

Foreign exchange reserve

 

0

(1,185)

Retained earnings

23

(6,005,471)

(5,769,347)

 

 

 

 

EQUITY

 

2,201,790

2,436,729

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

4,428,123

4,556,495

 

For the three month period ended 31 March 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

 

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

 

The financial statements were approved by the board of directors and authorised for issue on ………………….. and are signed on its behalf by:

 

 

 

 

……………………………………

GJ Capon

 

Director

Date:

The notes on pages 8 to 24 form part of these financial statements

GRABYO LIMITED

 

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

Consolidated

 

 

Called up

share capital

Share premium account

Foreign exchange reserve

Profit and loss account

Total equity

 

£

£

£

£

£

 

 

 

 

 

 

At 1 January 2024

17

8,207,245

(7,679)

(5,713,819)

2,485,764

Loss for the period

 

 

 

(316,350)

(316,350)

Share option expense

 

 

 

80,459

80,459

Foreign exchange movement

 

 

8,025

(7,315)

710

 

 

 

 

 

 

At 31 March 2024

17

8,207,245

346

(5,957,024)

2,250,583

 

 

 

 

 

 

At 1 January 2023

17

8,207,245

3,894

(1,114,529)

7,096,627

Loss for the period

 

 

 

(4,677,537)

(4,677,537)

Share option expense

 

 

 

79,534

79,534

Foreign exchange movement

 

 

(11,573)

(1,287)

(12,860)

 

 

 

 

 

 

At 31 December 2023

17

8,207,245

(7,679)

(5,713,819)

2,485,764

 

Company

 

 

Called up

share capital

Share premium account

Foreign exchange reserve

Profit and loss account

Total equity

 

£

£

£

£

£

 

 

 

 

 

 

At 1 January 2024

17

8,207,245

(1,185)

(5,769,347)

2,436,730

Loss for the period

 

 

 

(315,398)

(315,398)

Share option expense

 

 

 

80,459

80,459

Foreign exchange movement

 

 

0

 

0

 

 

 

 

 

 

At 31 March 2024

17

8,207,245

(1,185)

(6,004,286)

2,201,791

 

 

 

 

 

 

At 1 January 2023

17

8,207,245

 

(1,138,792)

7,068,470

Loss for the period

 

 

 

(4,710,089)

(4,710,089)

Share option expense

 

 

 

79,534

79,534

Foreign exchange movement

 

 

(1,185)

 

(1,185)

 

 

 

 

 

 

At 31 December 2023

17

8,207,245

(1,185)

(5,769,347)

2,436,730

 

The notes on pages 8 to 24 form part of these financial statements.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

1.     General information

 

Grabyo Limited (the 'company') and its subsidiary undertakings (the 'group') are limited liability companies incorporated and domiciled in the United Kingdom and the United States of America. The address of the company's registered office is disclosed on the company information page.

 

The financial statements are prepared in Sterling (£) and are rounded to the nearest pound (£). The company changed its accounting period to end on 31 March 2024, therefore these financial statements are for the three month period ended 31 March 2024 (2023: 12 months ended 31 December 2023). As a result, some amounts presented in these financial statements are not entirely comparable with the prior accounting period.

 

2.     Accounting policies

 

2.1.     Basis of preparation of financial statements

 

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

 

In preparing these financial statements the group applies the recognition, measurement, and disclosure requirements of International Financial Reporting Standards as adopted by the European Union, but makes amendments where necessary in order to comply with Companies Act 2006. The accounts have been prepared under the historical cost convention unless otherwise specified within these accounting policies. The methods used to measure fair values of assets and liabilities are discussed in the respective notes below.

 

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in applying the group's accounting policies. The areas where significant judgement and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

 

The following principal accounting policies have been applied:

 

2.2.     Going concern

 

The financial statements have been prepared on a going concern basis. The directors believe that the group's sales growth trajectory, its cash levels and its ability to control its operating costs put it in a good position to manage its business risks successfully. This, together with detailed forecasts prepared by the directors have demonstrated a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and they consider it is appropriate to apply the going concern basis of accounting in preparing the financial statements.

true

 

2.3.     Revenue recognition

 

For all contracts within the scope of IFRS 15: Revenue from Contracts with Customers, the company determines whether enforceable rights and obligations have been created with the customer, and recognises revenue based on the total transaction price as estimated at the inception of the contract, being the amount to which the company expects to be entitled, and over which it has present enforceable rights under the contract. Revenue is allocated proportionately across the contract performance obligations and recognised either over time or at points in time as appropriate. The group does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the company does not adjust any of the transaction prices for the time value of money.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

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, regardless of when the payment is being made.

 

Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

 

2.4.     Intangible assets

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and impairment losses.

 

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: 33.33% per annum straight-line basis

 

2.5.     Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment losses.

 

2.6.     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 assets less their residual value over their estimated useful lives, using the straight-line method.

 

Depreciation is provided on the following basis:

Fixtures and fittings:

33%

Office equipment:

33%

Computer equipment:

33%

 

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.

 

2.7.     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.

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

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

 

Investments in non-derivative instruments that are equity to the issuer are measured:

at fair value with changes recognised in the consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

at cost less impairment for all other investments.

 

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The group does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

 

2.8.     Employee benefits, pensions, and other post-employment benefits

Contributions are made on behalf of certain directors and employees to defined contribution retirement benefit schemes. Pension costs charged against profits represent the amounts payable to the scheme in respect of the period. 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 rendered. 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.

 

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 date of grant 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.

 

2.9.     Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.

 

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 

2.10. Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 

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.

 

2.11.     Impairment of non-financial assets

The group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset's recoverable amount. Impairment losses of continuing operations are recognised in the consolidated statement of comprehensive income in those expense categories consistent with the function of the impaired asset, except for a property previously revalued where the revaluation was taken to other comprehensive income.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

2.12.     Cash and cash equivalents

In the statement of cash flows, cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

 

2.13.     Leased assets: the group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 

2.14.     Leased assets

This policy is applied to contracts entered into, or changed, on or after 1 January 2019. For any new contracts entered into on or after 1 January 2019 at inception of a contract, the company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

Measurement and recognition of leases as a lessee

The company recognises a right-of-use asset and a lease liability on the balance sheet at the lease commencement date. The right-of-use asset is initially measured at cost. This comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date and an estimate of any costs to dismantle and remove the underlying asset at the end of the lease, or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the company assesses the right-of-use asset for impairment when such indicators exist. It is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

 

At the commencement date the lease liability is initially measured at the present value of the lease payments that are not paid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. The company has elected to use the incremental borrowing rate at the date of transition as the interest rate implicit in the leases could not be readily determined.

 

The lease liability is measured at amortised cost using the effective interest method. It is re measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the company's estimate of the amount expected to be payable under a residual value guarantee, or if the company changes its assessment of whether it will exercise a purchase, extension or termination option.

 

When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

Short-term leases and leases of low-value assets

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

2.15.     Borrowing costs

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

 

2.16.     Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 

3.     Judgments in applying accounting policies and key sources of estimation uncertainty

 

The group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

Impairment of non-current assets

 

The group assesses the impairment of property, plant and equipment, intangible assets, and investments subject to amortisation or depreciation whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include the following:

Significant underperformance relative to historical or projected future operating results;

Significant changes in the manner of the use of the acquired assets or the strategy for the overall business; and

Significant negative industry or economic trends.

 

Depreciation and residual values

 

The directors have reviewed the asset lives and associated residual values of all property, plant and equipment classes and have concluded that asset lives and residual values are appropriate.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

The actual lives of the asset and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

 

Capitalisation of development costs and useful life

 

Distinguishing between research and development phases of the company's platform and determining the recognition requirements for the capitalisation of development costs are met requires judgements. After capitalisation the directors monitor whether the recognition requirements continue to be met and whether there are indicators that the capitalised costs may be impaired. In addition the directors review their estimates of the useful lives of internally generated software at each reporting date, based on the life of that asset. Uncertainties in these estimates relate to technological obsolescence that may change the use of the platform.

 

Recoverability of trade receivables

 

Trade and other receivables are recognised to the extent that they are judged recoverable. The directors' reviews are performed to estimate the level of reserves required for irrecoverable debt. Impairments are made specifically against invoices where recoverability is uncertain.

 

The group makes allowances for doubtful debts based on an assessment of the recoverability of trade receivables. Allowances are applied to trade receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The directors specifically analyse historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the impairment for doubtful debts. Where the expectation is different from the original estimate, such a difference will impact the carrying value of trade receivables and the charge in the statement of comprehensive income.

 

Provisions

A provision is recognised when the group has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Whether a present obligation is probable or not requires judgement. The nature and type of risks for these provisions differ and management's judgement is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

 

Leasing

In respect of right-of-use leased assets key estimates are a combination of the incremental borrowing rate used to discount the total cash flows and the term of the leases where breaks or extensions fall within the group's control. These are used to derive both the opening asset value and lease liability as well as the consequential depreciation and financing charges.

 

Taxation

There are many transactions and calculations for which the ultimate tax determination is uncertain. The group takes professional advice on its tax affairs and recognises liabilities for anticipated tax based on estimates of what taxation is likely to be due.

 

Management estimation is required to determine the amount of any deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits.

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

Fair value calculations

 

Management believes the estimates used to establish a fair value for share based payments, using the Black Scholes pricing model, and warrant instruments using the Binomial Tree model are a key source of estimation uncertainty. The inputs to the fair value model reflect management's best estimate.

 

4.     Revenue

 

The entirety of revenue is attributable to the group's principal activity. Analysis of turnover by country of source:

 

 

 

 

 

 

2024

2023

 

(3 month period)

(12 month period)

 

£

£

 

 

 

United Kingdom

392,646

1,820,172

Rest of world

1,057,320

4,119,418

 

 

 

 

1,449,966

5,939,590

 

5.     Other operating income

 

 

2024

2023

 

(3 month period)

(12 month period)

 

£

£

 

 

 

Other operating income

-

172,190

 

 

 

 

-

172,190

 

Within other operating income, Grabyo Limited received £0 (2023: £146k) for income relating to rental service fees.

 

6.     Operating loss

 

The operating loss is stated after charging:

 

 

2024

2023

 

(3 month period)

(12 month period)

 

£

£

 

 

 

Depreciation on tangible assets

4,572

24,003

Exchange differences

1,283

(7,306)

Amortisation on intangible assets

198,134

2,320,767

Impairment on intangible assets

-

1,734,992

 

 

 

 

7.     Auditor's remuneration

 

 

2024

2023

 

(3 month period)

(12 month period)

 

£

£

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements

-

33,000

 

 

 

Taxation compliance services

3,500

3,000

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

8.     Employees

 

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

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

Wages and salaries

1,382,944

5,881,830

1,172,732

4,997,130

Social security costs

144,259

538,853

122,737

476,969

Cost of defined contribution scheme

13,670

60,334

13,670

60,334

 

 

 

 

 

 

1,540,874

6,481,017

1,309,139

5,534,433

 

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

 

 

2024

2023

 

No.

No.

 

 

 

Employees

52

52

 

9.     Directors' remuneration

 

 

2024

2023

 

£

£

 

 

 

Directors' emoluments

88,550

344,180

 

 

 

 

88,550

344,180

 

The highest paid director received remuneration of £108,750 during the period (2023: £260,000).

 

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

 

The total accrued pension provision of the highest paid director at 31 March 2023 amounted to £Nil (2023: £Nil).

 

Key management personnel are the same as the directors and do not differ in either 2024 or 2023.

 

10.     Interest receivable

 

 

2024

2023

 

£

£

 

 

 

Other interest received

13,147

84,265

 

 

 

 

13,147

84,265

 

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

11.     Taxation

 

 

Jan-Mar 2024

2023

 

£

£

Corporation tax

 

 

Current tax on profits for the period

(115,209)

(509,079)

Foreign tax

 

 

Foreign tax on income for the period

3,548

2,902

 

 

 

Total current tax

(111,661)

(506,177)

 

 

 

Deferred tax

 

 

Origination and reversal of timing differences

89,593

(262,818)

Adjustments in respect of prior periods

0

346,874

Increase in discount

0

0

 

 

 

Total deferred tax

89,593

84,056

 

 

 

Taxation on loss on ordinary activities

(22,068)

(422,121)

 

Factors affecting tax charge for the period

The tax assessed for the period is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 23.5%). The differences are explained below:

 

 

Jan-Mar 2024

2023

 

 

 

Loss on ordinary activities before tax

(338,417)

(5,102,598)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.5%)

(84,590)

(1,201,692)

 

 

 

Effects of:

 

 

Fixed asset differences

0

(105)

Expenses not deductible for tax purposes

23,698

17,738

Additional deduction for R&D expenditure

(133,933)

(544,638)

Surrender of tax losses for R&D tax credit refund

172,813

559,785

Remeasurement of deferred tax for changes in tax rates

0

(41,687)

Adjustments to tax charge in respect of prior periods

(6)

0

Adjustments to tax charge in respect of previous periods - deferred tax

0

346,874

Movement in deferred tax not recognised

(50)

441,604

 

 

 

Total tax charge for the period

(22,068)

(422,121)

 

Factors that may affect future tax charges

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based on tax law and the corporation tax rates that have been enacted, or substantively enacted, at the balance sheet date. As such, the deferred tax rate applicable at 31 March 2024 is 25% and deferred tax has been re-measured at this date.

The unrecognised deferred tax asset not recognised for the period amounts to £441,554 (2023: £441,604).

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

12.     Intangible assets

 

Group and Company

Computer software

 

£

Cost

 

At 1 January 2024

5,023,483

Additions

557,473

Disposals

0

 

 

At 31 March 2024

5,580,956

 

 

Amortisation

 

At 1 January 2024

3,288,490

Charge for the period

198,134

On disposals

0

 

 

At 31 March 2024

3,486,624

 

 

Net book value

 

At 31 March 2024

2,094,332

At 31 December 2023

1,734,993

 

During the period, the company recognised an impairment loss of £Nil related to platform software assets (2023: £1,734,992).

 

13.     Tangible fixed assets

 

Group

Fixtures and

Office

Computer

Total

 

fittings

equipment

equipment

£

 

£

£

£

 

Cost

 

 

 

 

At 1 January 2024

68,762

142,155

15,174

226,091

Additions

-

2,838

1,105

3,943

 

 

 

 

 

At 31 March 2024

68,762

144,993

16,279

230,034

 

 

 

 

 

Depreciation

 

 

 

 

At 1 January 2024

68,762

125,829

12,325

206,916

Charge for the period

-

3,859

713

4,572

 

 

 

 

 

At 31 March 2024

68,762

129,688

13,038

211,488

 

 

 

 

 

Net book value

 

 

 

 

At 31 March 2024

-

15,305

3,240

18,545

At 31 December 2023

-

16,326

2,849

19,175

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

Company

Fixtures and

Office

Total

 

fittings

equipment

£

 

£

£

 

Cost

 

 

 

At 1 January 2024

68,762

142,155

210,917

Additions

-

2,838

2,838

 

 

 

 

At 31 March 2024

68,762

144,993

213,755

 

 

 

 

Depreciation

 

 

 

At 1 January 2024

68,762

125,829

194,591

Charge for the period

-

3,860

3,860

 

 

 

 

At 31 March 2024

68,762

129,688

198,451

 

 

 

 

Net book value

 

 

 

At 31 March 2024

-

15,305

15,305

At 31 December 2023

-

16,326

16,326

 

14.     Fixed asset investments

 

Company

 

Cost

Investments in

 

subsidiary companies

 

£

At 1 January 2024 and 31 March 2024

81

 

Subsidiary undertakings

 

The following were subsidiary undertakings of the company:

 

Name

Registered office

Class of shares

Holding

 

 

 

 

Grabyo Inc

USA

Ordinary

100

%

Grabyo Pte Ltd (struck from register 8 Jan 2024)

Singapore

Ordinary

100

%

 

During the period, Grabyo Pte Ltd was wound up. The winding up of Grabyo Pte Ltd did not have a significant impact on the Group's ongoing operations. The financial effects of the winding up are included within these financial statements.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

15.     Receivables

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

Trade receivables

570,338

422,433

371,546

359,511

Amounts owed by group undertakings

-

-

32,100

84,868

Other receivables

718,522

630,013

662,679

574,683

Prepayments and accrued income

229,969

130,642

221,400

111,859

 

 

 

 

 

 

1,518,829

1,183,088

1,287,725

1,130,921

 

The ageing of past due trade receivables according to their original due date is detailed below:

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

0-30 days

508,543

320,441

345,745

290,080

31-60 days

38,824

25,191

7,073

15,332

61-90 days

9,674

69,019

9,674

48,626

90+ days

13,298

7,782

9,054

5,473

 

 

 

 

 

 

570,338

422,433

371,546

359,511

 

Trade receivables, including amounts owed by group undertakings, are non-interest bearing and are generally due and paid within 30 days. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value and that no impairment is required at the reporting dates. Trade and other receivables represent financial assets and are assessed for impairment on an expected credit loss model. Therefore, there is no expected credit loss provision for impairment at 31 March 2024 (31 December 2023: £Nil).

 

16.     Cash and cash equivalents

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

Cash at bank and in hand

1,266,646

1,947,357

1,026,336

1,697,043

Less: bank overdrafts

(1,272)

(1,297)

-

-

 

 

 

 

 

 

1,265,374

1,946,060

1,026,336

1,697,043

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

17.     Payables: amounts falling due within one year

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

Bank overdrafts

1,272

1,297

-

-

Trade payables

209,526

209,515

209,245

201,090

Other taxation and social security

145,111

121,433

144,935

120,854

Other payables

16,652

14,038

15,380

14,038

Accruals and deferred income

1,406,836

1,269,824

982,785

1,023,951

 

 

 

 

 

 

1,779,397

1,616,107

1,352,345

1,359,933

 

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

18.     Deferred taxation

 

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences that arise when the carrying value of assets and liabilities differ between accounting and tax treatments. Deferred tax assets represent the amounts of income taxes recoverable in the future in respect of those differences, while deferred tax liabilities represent the amounts of income taxes payable in the future in respect of those differences.

 

Group

2024

2023

 

 

 

At beginning of period

(784,395)

(700,339)

Charged to the profit or loss

(89,593)

(84,056)

 

 

 

At end of period

(873,988)

(784,395)

 

 

 

Company

2024

2023

 

 

 

At beginning of period

(784,395)

(700,339)

Charged to the profit or loss

(89,593)

(84,056)

 

 

 

At end of period

(873,988)

(784,395)

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

Accelerated capital allowances

(527,114)

(437,521)

(527,114)

(437,521)

Short term temporary differences

-

-

-

-

Losses and other deductions

(346,874)

(346,874)

(346,874)

(346,874)

 

 

 

 

 

 

(873,988)

(784,395)

(873,988)

(784,395)

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

19.     Share capital

 

Allotted, called up and fully paid

2024

2023

 

 

 

1,629,377 A ordinary shares of £0.00001 each

17

17

25,424 (2022:) B ordinary shares of £0.00001 each

-

-

 

 

 

 

17

17

 

Ordinary A shares have attached to them full voting, dividend, and capital distribution, including on wind up, rights, and are not redeemable.

 

Ordinary B shares have attached to them full dividend and capital distribution, including on wind up, rights, and are not redeemable and carry no right to vote.

 

20.     Financial instruments

 

Financial risk management

 

The determination of financial risk management policies is managed by the directors of the group. Policies are set to reduce risk as far as possible without unduly affecting the operating effectiveness of the group. The group's activities expose it to a variety of financial risks, the most significant being credit risk, liquidity risk and interest rate risk together with a degree of foreign currency risk as discussed below.

 

Categories of financial instruments

 

The group has the below categories of financial instruments:

 

Recognised at amortised cost

2024

2023

 

£

£

 

 

 

Trade and other receivables

1,518,829

1,014,976

Cash and cash equivalents

1,266,646

1,947,257

Trade and other payables

(1,778,125)

(1,616,107)

Lease liabilities

(45,528)

(35,625)

 

 

 

 

961,822

1,310,501

Liquidity risk

The group funds its business through equity and from cash generated from operations. The group monitors and manages cash to mitigate any liquidity risk it may face. The group's contractual maturities of financial liabilities are based on undiscounted cash flows including interest charges and the earliest date on which the group is obliged to make repayment. All financial liabilities fall due within one year.

 

Foreign Currency Risk

The group has limited exposure to currency risk on sales and purchases that are denominated in a currency other than the functional currency of the group. The risk is in respect of US dollars and Singapore Dollars and transactions in these currencies are limited with natural hedges taking place through sales and payments made in those currencies.

 

Sensitivity Analysis to movement in exchange rates

Given the highly immaterial liability balances denominated in foreign currency, the exposure to a change in exchange rates is negligible.

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

21.     Reserves

 

Share premium account

The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

 

Foreign exchange reserve

The foreign exchange reserve represents currency movements in the period and prior periods from the retranslation of the foreign currency subsidiary statements of financial position.

 

Retained earnings

The retained earnings represent accumulated comprehensive income for the prior periods less dividends paid.

 

Profit and loss account

The profit and loss account represents comprehensive income for the period.

 

22.     Share-based payments

 

Grabyo Limited has share options on issue, all options which have been granted have non-market vesting conditions attached and all share options which have been granted are of the same class: B ordinary shares which are exercisable between one month and ten years following their grant. These are granted at the discretion of the Directors. There are no cash settlement alternatives for the employees therefore these are all accounted for under IFRS 2 as equity-settled options.

 

The fair value of share options granted is estimated at the date of grant. The grant date for accounting purposes is at various points as the options were issued, as this is when a shared understanding of the terms and conditions of the arrangements was achieved between the various parties. A non-marketability discount was applied when assessing the fair value at grant date.

 

The fair value of share options granted is estimated at the date of grant using a Black-Scholes model.

 

The following table illustrates the number and weighted average exercise price of, and movements in, share options during the period.

 

 

Weighted

Number

Weighted

Number

 

average

2024

average

2023

 

exercise

 

exercise

 

 

price

 

price

 

 

(£)

 

(£)

 

 

2024

 

2023

 

 

 

 

 

 

Outstanding at the beginning of the period

15.29

153,723

15.29

154,368

Granted during the period

28.00

6,496

28.00

5,980

Forfeited during the period

28.00

(1,609)

23.89

(6,625)

 

 

 

 

 

Outstanding at the end of the period

16.70

158,610

15.27

153,723

 

 

2024

2023

 

 

 

Equity-settled schemes

80,459

79,534

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

Fair value calculations

 

The fair value of options granted is calculated at the date of grant using a Black-Scholes option pricing model. Expected volatility was determined by utilising market data for businesses of a similar nature given that the shares are not traded and the volatility has been taken over the expected life of the options. The expected life applied in the model is based on the terms of agreements in place for options granted. The following table lists the inputs to the model used for options granted in the periods ended 31 March 2024 and 31 December 2023 based on information at the date of grant.

 

Share Options

2024

2023

Share price at date of grant

35.85

35.85

Discount for Ordinary B status

5%

5%

Exercise price

28.00

28.00

Volatility

60%

60%

Expected life

4 years

4 years

Risk free rate

3.87%

3.87%

Weighted average fair value per option

23.98

23.98

 

23.     Capital commitments

 

At 31 March 2024 the Group and company had capital commitments as follows:

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

Contracted for but not provided in these financial statements

(3,000,838)

(3,091,637)

(3,000,838)

(3,091,637)

 

 

 

 

 

 

(3,000,838)

(3,091,637)

(3,000,838)

(3,091,637)

 

Grabyo Limited has committed to spending the following amounts (denominated in USD):

$485,166 over the period 1 April 2024 to 30 June 2024

$1,000,000 over the period 1 July 2024 to 30 June 2025

$1,100,000 over the period 1 July 2025 to 30 June 2026

$1,210,000 over the period 1 July 2026 to 30 June 2027

 

24.     Pension commitments

 

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £13,671 (2023: £60,334). Contributions totaling £15,378 (2023: £14,035) were payable to the fund at the statement of financial position date and are included in payables.

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2024

 

25.     Commitments under operating leases

 

At 31 December 2023 the Group and the company had future minimum lease payments due under non cancellable operating leases for each of the following periods:

 

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2024

2023

2024

2023

 

 

 

 

 

Not later than 1 year

71,250

71,250

71,250

71,250

 

 

 

 

 

Later than 1 year and not later than 5 years

-

-

-

-

 

 

 

 

 

 

71,250

71,250

71,250

71,250

 

26.     Controlling party

 

In the opinion of the directors the ultimate controlling party is W R Neale.