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REGISTERED NUMBER: 11703755 (England and Wales)












GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

COMMUTO UK LTD.

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Consolidated Statement of Comprehensive Income 7

Consolidated Balance Sheet 8

Company Balance Sheet 9

Consolidated Statement of Changes in Equity 10

Company Statement of Changes in Equity 11

Consolidated Cash Flow Statement 12

Notes to the Consolidated Cash Flow Statement 13

Notes to the Consolidated Financial Statements 14


COMMUTO UK LTD.

COMPANY INFORMATION
for the year ended 30 June 2024







DIRECTORS: R J Kirstiuk
I J Pugh
T W Scharnberg





REGISTERED OFFICE: Lyndale House
Ervington Court
Meridian Business Park
Leicester
Leicestershire
LE19 1WL





REGISTERED NUMBER: 11703755 (England and Wales)





AUDITORS: Magma Audit LLP (part of the Dains Group)
Chartered Accountants
Statutory Auditor
Unit 2, Charnwood Edge Business Park
Syston Road
Leicestershire
LE7 4UZ

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

GROUP STRATEGIC REPORT
for the year ended 30 June 2024


The directors present their strategic report of the company and the group for the year ended 30 June 2024.

REVIEW OF BUSINESS
The group trades eleven (11) automotive repair shops under the Fix Auto brand, supporting the strength of the Fix Auto relationships with insurance partners.

PRINCIPAL RISKS AND UNCERTAINTIES
MARKET RISK
The group's main risks derive from the uncertainty in the UK economy that could affect performance in its operations, as well as leading to supply chain and inflationary pressures. In addition, there is a potential impact to staffing resource in the UK market. This has not had a significant impact on the group in the period although there is an increased risk of supply chain disruptions and wider economic disruption that may impact margins in the future. The group has a strong customer base through Fix Auto, reducing its exposure to a temporary downturn in trade.

STAFF RISK
The group also faces risk in relation to the retention of staff and labour shortages in its subsidiaries. The group's subsidiaries provide a competitive pay structure which is designed to retain staff. The main staff risk stems from retention of workshop staff which is being countered by the group continuing to modify and review terms and conditions of employment relative to the wider market.

LIQUIDITY RISK
Liquidity risk arises from the group's management of working capital. It is the risk that that Group will encounter difficulty in meeting its financial obligations as they fall due.

The directors have reviewed the cash flow statements of the business. The procurement of parts through an associated company means that the risk of default on external financial obligations is considered very low.

GOING CONCERN
The directors have assessed the financial position of the group. The equity position of the group was noted but the directors are agreed that with unwavering support confirmed from the owners, and through both direct shareholder loans and associated company credit terms, that the business continues to be a going concern and will be able to operate for the foreseeable future.

KEY PERFORMANCE INDICATORS
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company, these being turnover and operating profit.

The group's turnover has increased from £17,384,672 to £26,157,871.

POST BALANCE SHEET POSITION AND SUBSEQUENT EVENTS
The year started positively, with trading results in the year to date continuing to improve monthly. Operating profit has been positive in each month of the year so far and improvements in turnover and cost management are being worked on constantly.

On 1 September 2024, Commuto UK Limited, through its subsidiary, Crash Damage Limited, purchased the trade and assets of Stewart Roden Motors. This business is contributing to the operating profit of the group.

ON BEHALF OF THE BOARD:





I J Pugh - Director


24 March 2025

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

REPORT OF THE DIRECTORS
for the year ended 30 June 2024


The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of maintenance and repair of motor vehicles and business support service activities. The principal activity of the company in year under review was that of a holding company and business support activities.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

R J Kirstiuk
I J Pugh
T W Scharnberg

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

AUDITORS
The auditors, Magma Audit LLP (part of the Dains Group), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





I J Pugh - Director


24 March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COMMUTO UK LTD.


Opinion
We have audited the financial statements of Commuto UK Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 30 June 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COMMUTO UK LTD.


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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

Based on our understanding of the company and the industry, we have identified the principal risks of non-compliance with laws and regulations, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries, and management bias in accounting estimates. Audit procedures performed included:

- Enquiries with management for consideration of known or suspected instances of non-compliance with laws and
regulations and fraud.
- Challenging assumptions made by management in their significant accounting estimates, in particular bad debt
provision.
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations,
journal entries crediting revenue, journal entries crediting cash and journal entries with specific defined
descriptions.

There are inherent limitations in the audit procedures described above and the further removed non-compliant with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting in error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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
COMMUTO UK LTD.


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.




Luke Turner FCA FCCA (Senior Statutory Auditor)
for and on behalf of Magma Audit LLP (part of the Dains Group)
Chartered Accountants
Statutory Auditor
Unit 2, Charnwood Edge Business Park
Syston Road
Leicestershire
LE7 4UZ

24 March 2025

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
for the year ended 30 June 2024

2024 2023
Notes £    £   

TURNOVER 3 26,157,871 17,384,672

Cost of sales (17,074,650 ) (11,524,270 )
GROSS PROFIT 9,083,221 5,860,402

Administrative expenses (8,869,687 ) (6,552,901 )
OPERATING PROFIT/(LOSS) 5 213,534 (692,499 )

Interest receivable and similar income 376 3,618
213,910 (688,881 )

Interest payable and similar expenses 6 (223,631 ) (113,015 )
LOSS BEFORE TAXATION (9,721 ) (801,896 )

Tax on loss 7 - -
LOSS FOR THE FINANCIAL YEAR (9,721 ) (801,896 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(9,721

)

(801,896

)

Loss attributable to:
Owners of the parent 25,260 (770,240 )
Non-controlling interests (34,981 ) (31,656 )
(9,721 ) (801,896 )

Total comprehensive income attributable to:
Owners of the parent 25,260 (770,240 )
Non-controlling interests (34,981 ) (31,656 )
(9,721 ) (801,896 )

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

CONSOLIDATED BALANCE SHEET
30 June 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 10 237,062 239,244
Tangible assets 11 1,019,064 623,729
Investments 12 - -
1,256,126 862,973

CURRENT ASSETS
Stocks 13 773,618 758,974
Debtors 14 2,824,680 2,652,403
Cash at bank 799,096 368,222
4,397,394 3,779,599
CREDITORS
Amounts falling due within one year 15 (8,403,804 ) (7,356,452 )
NET CURRENT LIABILITIES (4,006,410 ) (3,576,853 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,750,284

)

(2,713,880

)

CREDITORS
Amounts falling due after more than one
year

16

(100,414

)

(125,780

)

PROVISIONS FOR LIABILITIES 19 (7,098 ) (7,098 )
NET LIABILITIES (2,857,796 ) (2,846,758 )

CAPITAL AND RESERVES
Called up share capital 20 230 230
Retained earnings 21 (2,727,618 ) (2,752,878 )
SHAREHOLDERS' FUNDS (2,727,388 ) (2,752,648 )

NON-CONTROLLING INTERESTS (130,408 ) (94,110 )
TOTAL EQUITY (2,857,796 ) (2,846,758 )

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2025 and were signed on its behalf by:





I J Pugh - Director


COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

COMPANY BALANCE SHEET
30 June 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 10 - 102,306
Tangible assets 11 18,618 11,350
Investments 12 2,317,367 2,408,667
2,335,985 2,522,323

CURRENT ASSETS
Debtors 14 597,235 413,246
Cash at bank 283,668 34,525
880,903 447,771
CREDITORS
Amounts falling due within one year 15 (3,782,034 ) (2,964,927 )
NET CURRENT LIABILITIES (2,901,131 ) (2,517,156 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(565,146

)

5,167

CAPITAL AND RESERVES
Called up share capital 20 230 230
Retained earnings 21 (565,376 ) 4,937
SHAREHOLDERS' FUNDS (565,146 ) 5,167

Company's loss for the financial year (570,313 ) (79,823 )

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2025 and were signed on its behalf by:





I J Pugh - Director


COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2024

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£    £    £    £    £   
Balance at 1 July 2022 230 (1,982,638 ) (1,982,408 ) (62,454 ) (2,044,862 )

Changes in equity
Total comprehensive income - (770,240 ) (770,240 ) (31,656 ) (801,896 )
Balance at 30 June 2023 230 (2,752,878 ) (2,752,648 ) (94,110 ) (2,846,758 )

Changes in equity
Total comprehensive income - 25,260 25,260 (34,981 ) (9,721 )
230 (2,727,618 ) (2,727,388 ) (129,091 ) (2,856,479 )
Non-controlling interest arising on
business combination

-

-

-

(1,317

)

(1,317

)
Balance at 30 June 2024 230 (2,727,618 ) (2,727,388 ) (130,408 ) (2,857,796 )

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 July 2022 230 857,247 857,477
Prior year adjustment - (772,487 ) (772,487 )
As restated 230 84,760 84,990

Changes in equity
Total comprehensive income - (79,823 ) (79,823 )
Balance at 30 June 2023 230 4,937 5,167

Changes in equity
Total comprehensive income - (570,313 ) (570,313 )
Balance at 30 June 2024 230 (565,376 ) (565,146 )

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,438,521 787,210
Interest paid (223,631 ) (113,015 )
Tax paid (443 ) 14,831
Net cash from operating activities 1,214,447 689,026

Cash flows from investing activities
Purchase of intangible fixed assets (102,712 ) (11,143 )
Purchase of tangible fixed assets (225,423 ) (81,221 )
Acquisitions (net of cash acquired) 537 -
Interest received 376 3,618
Net cash from investing activities (327,222 ) (88,746 )

Cash flows from financing activities
New loans in year 470,000 10,016
Loan repayments in year (718,395 ) (460,897 )
Capital repayments in year (207,956 ) (24,113 )
Net cash from financing activities (456,351 ) (474,994 )

Increase in cash and cash equivalents 430,874 125,286
Cash and cash equivalents at beginning
of year

2

368,222

242,936

Cash and cash equivalents at end of year 2 799,096 368,222

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Loss before taxation (9,721 ) (801,896 )
Depreciation charges 262,239 210,899
Impairment to intangible fixed assets 91,328 -
Finance costs 223,631 113,015
Finance income (376 ) (3,618 )
567,101 (481,600 )
Decrease/(increase) in stocks 99,686 (193,170 )
Decrease/(increase) in trade and other debtors 124,621 (911,996 )
Increase in trade and other creditors 647,113 2,373,976
Cash generated from operations 1,438,521 787,210

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30/6/24 1/7/23
£    £   
Cash and cash equivalents 799,096 368,222
Year ended 30 June 2023
30/6/23 1/7/22
£    £   
Cash and cash equivalents 368,222 242,936


3. ANALYSIS OF CHANGES IN NET DEBT

Acquisition
of
subsidiary
At 1/7/23 Cash flow undertaking At 30/6/24
£    £    £    £   
Net cash
Cash at bank 368,222 419,547 11,327 799,096
368,222 419,547 11,327 799,096
Debt
Finance leases (25,562 ) 207,956 (263,582 ) (81,188 )
Debts falling due
within 1 year (2,124,861 ) 191,829 (66,800 ) (1,999,832 )
Debts falling due
after 1 year (117,572 ) 56,566 - (61,006 )
(2,267,995 ) 456,351 (330,382 ) (2,142,026 )
Total (1,899,773 ) 875,898 (319,055 ) (1,342,930 )

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2024


1. STATUTORY INFORMATION

Commuto UK Ltd. is a group, registered in England and Wales. Its registered office address is Lyndale House, Ervington Court, Meridian Business Part, Leicester, United Kingdom, LE19 1WL and the registered number is 11703755.

2. ACCOUNTING POLICIES

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

The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.

Going concern
The company has a loan in the form of a prebate based on expected sales targets made within their subsidiaries. In each period since the inception of the loans, the sales targets have been missed, thereby rendering the loan repayable on demand. The loan has therefore been categorised in the financial statements as repayable within 1 year. The breach of the loan terms at the year end has not been remedied since the year end and the uncertainty of the loan being repayable on demand still remains.

Since the year-end Sherwin Williams have confirmed their commitment to continue to supply paint products and support the group with future acquisitions on the basis that sales targets remain unchanged and they remain strategic partner for the group, whilst retaining their rights under the existing contract.

The carrying value of the loan as at the reporting date was £1,837,740.

The financial statements have been prepared on a going concern basis. This assumption is reliant upon the continued financial support from its ultimate parent company, Tingo Holdings Ltd & 530714BC Holdings Ltd. They have confirmed that they will support Commuto UK Limited financial for a period of at least 1 year from the date these financial statements are approved.

Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts and is recognised when goods are despatched.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of the net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

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.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following annual bases:

Website - 20% straight line

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold Improvements10% and 20% straight line
Plant & Machinery10%, 20%, 33% and 50% straight line
Fixtures & Fittings10% and 20% straight line
Computer Equipment20%, 25% and 33% straight line
Motor Vehicles20% and 33% straight line

The gain or loss that arises from the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset which then charged or credited to the profit or loss.

Investments in subsidiaries
Investment in the subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. All investments in subsidiaries are assessed for impairment at each reporting date and any impairment losses or reversals of impairments are recognised in the Statement of Income and Retained Earnings.

A subsidiary is an entity which is controlled by the company. Control is the power to govern the financial and operating policies of the entity in order to gain benefits from the activities.

Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 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.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.


COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


2. ACCOUNTING POLICIES - continued
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation
The tax expense for the year comprises current and deferred tax.

Tax is recognised in profit or loss except that a change 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet 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; and
- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Operating leases
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Employee benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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.

Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Cash and cash equivalents
Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term 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.

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Repair of vehicles 26,080,707 17,310,276
Software solutions 77,164 74,396
26,157,871 17,384,672

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 26,157,871 17,384,672
26,157,871 17,384,672

4. EMPLOYEES AND DIRECTORS

2024 2023
£    £   
Wages and salaries 7,834,319 5,288,589
Social security 752,582 520,643
Other pension costs 178,251 120,063
8,765,152 5,928,295

The average number of employees during the year was as follows:

2024 2023

Office staff 117 81
Workshop staff 68 82
Directors 3 3
188 166

5. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024 2023
£    £   
Hire of plant and machinery 138,143 70,642
Other operating leases 735,010 529,205
Depreciation - owned assets 226,179 177,300
Goodwill amortisation 36,061 33,318
Computer software amortisation 54 281
Auditors' remuneration 57,200 42,000

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest 155,872 72,076
Other loan interest 45,513 38,444
Interest payable 22,246 2,495
223,631 113,015

7. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 30 June 2024 nor for the year ended 30 June 2023.

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. BUSINESS COMBINATIONS

On 1 August 2023, the group acquired control of K&R Vehicle Solutions Limited through the purchase of 90% of the share capital of the company.

10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 July 2023 403,362 13,680 417,042
Additions 125,261 - 125,261
Impairments (115,818 ) - (115,818 )
At 30 June 2024 412,805 13,680 426,485
AMORTISATION
At 1 July 2023 164,172 13,626 177,798
Amortisation for year 36,061 54 36,115
Impairments (24,490 ) - (24,490 )
At 30 June 2024 175,743 13,680 189,423
NET BOOK VALUE
At 30 June 2024 237,062 - 237,062
At 30 June 2023 239,190 54 239,244

The company performs an annual impairment review of goodwill, or more frequently if there are indicators of impairment, in accordance with FRS102.

For the year ended 30th June 2024, an impairment loss of £91,328 was recognised in respect of Goodwill arising on the purchase of A.K. Bodyshop Limited, which has been charged to the income statement in the line item Impairment losses for intangible fixed assets.

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


10. INTANGIBLE FIXED ASSETS - continued

Company
Goodwill
£   
COST
At 1 July 2023 115,818
Impairments (115,818 )
At 30 June 2024 -
AMORTISATION
At 1 July 2023 13,512
Amortisation for year 10,978
Impairments (24,490 )
At 30 June 2024 -
NET BOOK VALUE
At 30 June 2024 -
At 30 June 2023 102,306

11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 July 2023 200,798 778,289 42,536
Additions 46,740 452,504 7,381
At 30 June 2024 247,538 1,230,793 49,917
DEPRECIATION
At 1 July 2023 53,688 422,847 10,768
Charge for year 25,243 143,697 5,034
At 30 June 2024 78,931 566,544 15,802
NET BOOK VALUE
At 30 June 2024 168,607 664,249 34,115
At 30 June 2023 147,110 355,442 31,768

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


11. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 July 2023 59,598 145,995 1,227,216
Additions 101,169 13,720 621,514
At 30 June 2024 160,767 159,715 1,848,730
DEPRECIATION
At 1 July 2023 36,558 79,626 603,487
Charge for year 13,873 38,332 226,179
At 30 June 2024 50,431 117,958 829,666
NET BOOK VALUE
At 30 June 2024 110,336 41,757 1,019,064
At 30 June 2023 23,040 66,369 623,729

Additions during the year include assets acquired as part of a business combination at a book value of £396,091.

Company
Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 July 2023 - 15,459 15,459
Additions 4,000 7,789 11,789
At 30 June 2024 4,000 23,248 27,248
DEPRECIATION
At 1 July 2023 - 4,109 4,109
Charge for year 330 4,191 4,521
At 30 June 2024 330 8,300 8,630
NET BOOK VALUE
At 30 June 2024 3,670 14,948 18,618
At 30 June 2023 - 11,350 11,350

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 July 2023 2,408,667
Additions 10,700
Impairments (102,000 )
At 30 June 2024 2,317,367
NET BOOK VALUE
At 30 June 2024 2,317,367
At 30 June 2023 2,408,667

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Crash Damage Limited
Registered office: Lyndale House Ervington Court, Meridian Business Park, Leicester, England, LE19 1WL
Nature of business: Maintenance and repair of motor vehicles
%
Class of shares: holding
Ordinary 100.00

Safety 4 Limited
Registered office: Lyndale House Ervington Court, Meridian Business Park, Leicester, England, LE19 1WL
Nature of business: Management consultancy activities
%
Class of shares: holding
Ordinary 100.00

A.K. Bodyshop Limited
Registered office: Lyndale House Ervington Court, Meridian Business Park, Leicester, England, LE19 1WL
Nature of business: Maintenance and repair of motor vehicles
%
Class of shares: holding
Ordinary A 60.00
Ordinary B 60.00

K & R Vehicle Solutions Limited
Registered office: 10 Festival Trade Park, Wymans Lane, Cheltenham, Gloucester, United Kingdom, GL51 9FS
Nature of business: Maintenance and repair of motor vehicles
%
Class of shares: holding
B Ordinary 90.00


COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


13. STOCKS

Group
2024 2023
£    £   
Stocks 283,928 220,408
Work-in-progress 489,690 538,566
773,618 758,974

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 2,218,263 2,367,375 - 7,265
Amounts owed by group undertakings - - 405,532 365,496
Amounts owed by associated companies - 252 - -
Other debtors 153,327 69,112 100,000 330
Directors' current accounts 100 100 - -
Tax 13,232 12,789 - -
VAT - - 10,122 -
Prepayments and accrued income 439,758 202,775 81,581 40,155
2,824,680 2,652,403 597,235 413,246

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Loans payable (see note 17) 1,999,832 2,124,861 1,904,413 2,064,220
Finance leases (see note 18) 41,780 17,354 - -
Trade creditors 776,162 503,868 60,638 2,296
Amounts owed to group undertakings - - 670,813 69,520
Amounts owed to associated companies 4,044,147 3,685,391 1,095,386 784,502
Social security and other taxes 219,594 146,806 29,377 -
VAT 401,816 350,085 - 4,305
Other creditors 64,042 41,329 4,552 -
Accruals and deferred income 856,431 486,758 16,855 40,084
8,403,804 7,356,452 3,782,034 2,964,927

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2024 2023
£    £   
Bank loans (see note 17) 61,006 117,572
Finance leases (see note 18) 39,408 8,208
100,414 125,780

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


17. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans 80,571 60,641 - -
Loans payable 1,919,261 2,064,220 1,904,413 2,064,220
1,999,832 2,124,861 1,904,413 2,064,220
Amounts falling due between one and two years:
Bank loans - 1-2 years 61,006 117,572 - -

The company has a loan in the form of a prebate based on expected sales targets made within their subsidiaries. In each period since the inception of the loans, the sales targets have been missed, thereby rendering the loan repayable on demand. The loan has therefore been moved in the financial statements as repayable within 1 year. The breach of the loan at the year end has not been remedied and the uncertainty of the loan being repayable on demand still remains.

Since the year-end Sherwin Williams have continued to supply paint products and support the group with future acquisitions on the basis that sales targets remain unchanged and they remain strategic partner for the group, whilst retaining their rights under the existing contract.

The carrying value of the loan as at the reporting date was £1,837,740.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Finance leases
2024 2023
£    £   
Net obligations repayable:
Within one year 41,780 17,354
Between one and five years 39,408 8,208
81,188 25,562

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 1,071,663 1,001,319
Between one and five years 2,647,389 2,511,805
In more than five years 3,116,458 2,282,708
6,835,510 5,795,832

COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


19. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 7,098 7,098

Group
Deferred
tax
£   
Balance at 1 July 2023 7,098
Balance at 30 June 2024 7,098

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
100 Ordinary A 1 100 100
30 Ordinary B 1 30 30
100 Ordinary C 1 100 100
230 230

21. RESERVES

Group
Retained
earnings
£   

At 1 July 2023 (2,752,878 )
Profit for the year 25,260
At 30 June 2024 (2,727,618 )

Company
Retained
earnings
£   

At 1 July 2023 4,937
Deficit for the year (570,313 )
At 30 June 2024 (565,376 )


COMMUTO UK LTD. (REGISTERED NUMBER: 11703755)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the year ended 30 June 2024


22. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 30 June 2024 and 30 June 2023:

2024 2023
£    £   
I J Pugh
Balance outstanding at start of year 100 100
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 100 100

23. RELATED PARTY DISCLOSURES

Entities under common control
2024 2023
£    £   
Sales 52,800 52,800
Purchases 11,612,030 6,515,053
Interest charges 44,861 16,476
Amount due to related party 4,144,473 3,685,391

Entities with common directorships
2024 2023
£    £   
Interest charges 3,298 1,000
Amounts due to related parties 66,673 66,625

24. POST BALANCE SHEET EVENTS

On 1 September 2024, Commuto UK Ltd facilitated the acquisition of the trade and assets of Stewart Roden Motors through its subsidiary, Crash Damage Limited, for a total consideration of £950,000.

25. ULTIMATE CONTROLLING PARTY

The directors consider T Scharnberg and B Kirstiuk to be the company's controlling parties by virtue of their 100% shareholdings in 530714BC Holdings Limited and Tingo Holdings Limited respectively, whom hold 90% of the issued share capital of the parent company.