Registered number
05639690
Proactive Investors Limited
Filleted Accounts
30 June 2024
Proactive Investors Limited
Registered number: 05639690
Balance Sheet
as at 30 June 2024
Notes 2024 2023
£ £
Fixed assets
Tangible assets 6 60,843 156,731
Current assets
Debtors 7 4,112,895 3,946,961
Investments held as current assets 8 5,940 826
Cash at bank and in hand 21,274 118,865
4,140,109 4,066,652
Creditors: amounts falling due within one year 9 (5,879,864) (5,978,608)
Net current liabilities (1,739,755) (1,911,956)
Total assets less current liabilities (1,678,912) (1,755,225)
Creditors: amounts falling due after more than one year 10 - (40,735)
Net liabilities (1,678,912) (1,795,960)
Capital and reserves
Called up share capital 300 300
Share option reserve 12 1,420,111 1,047,369
Profit and loss account (3,099,323) (2,843,629)
Shareholders' funds (1,678,912) (1,795,960)
The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
Mr C Ribton
Director
Approved by the board on 27 March 2025
Proactive Investors Limited
Notes to the Accounts
for the year ended 30 June 2024
1 Accounting policies
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).
Turnover
Income from media subscription customers are recognised initially in deferred income, then recognised as revenue over time as the subscription period is rendered based on a fixed price and performance obligations are satisfied as content is delivered over the subscription period. Contracts are typically for a maximum 12- month period, subscriptions are invoiced in advance at the start of the subscription period and the Company has no obligations to refund subscriptions which are typically due within 30 days of the invoice date.
Event income is recognised at a point in time when the respective event has been held. Invoices are typically raised in advance of the event and payment is due 30 days from the date of the invoice.
Advertising income is recognised when performance obligations have been satisfied and invoices are due for payment 30 days from the date of the invoice.
Going concern
The Company’s ability to continue as a going concern is dependent upon its and the Groups ability to generate sufficient revenues and positive cash flows from its operating activities and/or obtain sufficient funding to meet its obligations. The Groups borrowings are secured on the Company's assets and there can be no assurance that additional funding will be available to the parent, or, if available, that this funding will be on acceptable terms. If sufficient positive operating cash flows are not achieved, or adequate funding is not available, the Group may be required to delay or reduce the scope of any or all of its operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern
Functional and presentation currency
The Company's functional and presentational currency is GBP.
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 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'.
Operating leases: the Company as lessee
Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight line basis over the lease term.
Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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 balance sheet 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 Company 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.
Current and deferred taxation
The tax expense for the year 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.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
i. 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
ii. Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 balance sheet date.
Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Intangible fixed assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Website development costs - 4 years
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:
Long-term leasehold property - over the lease life
Office equipment - 5 years
Computer equipment - 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of 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.
Investments
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to related parties and investments in ordinary shares.
2 Employees 2024 2023
Number Number
Average number of persons employed by the company 26 34
3 Taxation 2024 2023
£ £
Corporation Tax 400 9,586
Adjustments in respect of previous periods
Total current tax 400 9,586
4 Share option expense 2024 2023
£ £
Share based payment expense 372,742 259,122
372,742 259,122
5 Intangible fixed assets £
Website:
Cost
At 1 July 2023 279,363
At 30 June 2024 279,363
Amortisation
At 1 July 2023 279,363
At 30 June 2024 279,363
Net book value
At 30 June 2024 -
6 Tangible fixed assets
Land and buildings Office
equipment
Comp
equipment
Total
£ £ £ £
Cost
At 1 July 2023 201,009 5,257 279,240 485,506
Additions - - 2,415 2,415
At 30 June 2024 201,009 5,257 281,655 487,921
Depreciation
At 1 July 2023 102,925 5,257 220,593 328,775
Charge for the year 57,431 - 40,872 98,303
At 30 June 2024 160,356 5,257 261,465 427,078
Net book value
At 30 June 2024 40,653 - 20,190 60,843
At 30 June 2023 98,084 - 58,647 156,731
7 Debtors 2024 2023
£ £
Trade debtors 14,740 398,182
Other debtors 4,098,155 3,548,779
4,112,895 3,946,961
8 Investments held as current assets 2024 2023
£ £
Fair value
Listed investments 5,940 826
Increase/(decrease) in fair value included in the profit and loss account for the financial year
Listed investments - (45,548)
All these current assets are shares of publicly traded companies. The fair value at the end of the period is based on the average daily price of the shares at the reporting date, provided by financial institutions.
100% of the fair value movement is included directly in the statement of comprehensive income.
9 Creditors: amounts falling due within one year 2024 2023
£ £
Bank loans and overdrafts 5,880 29,904
Trade creditors 229,860 279,973
Taxation and social security costs 268,212 198,576
Other creditors 5,375,912 5,470,155
5,879,864 5,978,608
Bank overdrafts and bank loans
A fixed and floating charge is held over the assets of Proactive Investors Limited.
A fixed and floating charge is held over the assets of CRIM UK Limited in which the directors, Mr C Ribton and Mr I McLelland are also directors.
Limited guarantees have been provided by Mr. C. Ribton and Mr. I McLelland
10 Creditors: amounts falling due after one year 2024 2023
£ £
Bank loans - 40,735
11 Share-based payments
Certain employees of the Company have been granted share options by the ultimate parent company, Proactive Group Holdings Inc.
The options are granted with a fixed exercise price, are exercisable in a triggering event such as a sale or listing event or by the discretion of the board of Proactive Group Holdings Inc in accordance with the vesting provisions set out in the option agreements. Employees are required to remain in employment with the group.
The fair value of the options issued in 2018 and 2021 have been measured by the parent company using the black- scholes valuation model. The share-based payment charge has been allocated to the Company based on the number of awards granted to the Company's employees and recognised as a capital contribution within equity.
12 Share option reserve 2024 2023
£ £
At 1 July 2023 1,047,369 788,247
Gain on contribution to scheme 372,742 259,122
At 30 June 2024 1,420,111 1,047,369
13 Contingent liabilities
Group borrowings are secured on the assets of the Company and there is a fixed and floating charge with the floating charge covering all property or undertakings of the Company.
14 Loans to directors
Description and conditions B/fwd Paid Repaid C/fwd
£ £ £ £
Ian William Mclelland
Interest-free loan with no set date for repayment 23,792 - - 23,792
Ian James Lyall - resigned 2 August 2024
Interest-free loan with no set date for repayment 30,097 - - 30,097
53,889 - - 53,889
15 Related party transactions
The Company has taken advantage of the exemption in FRS102 33.1 A not to disclose transactions entered into between two or more members of the group where subsidiaries party to the transaction are wholly owned members of the group. The balances outstanding with the Company are shown in aggregate in debtors and creditors under amounts owned by and to group undertakings respectively.
16 Controlling party
The parent of the smallest group for which the consolidated financial statements are drawn up is Proactive Group Holdings Inc. The registered office Suite 7210, 100 King Street, West Toronto, Ontario, M5X 1E1.
17 Other information
Proactive Investors Limited is a private company limited by shares and incorporated in England. Its registered office is:
c/o Vantage Accounting
1 Cedar Office Park, Cobham Road
Wimborne
Dorset
BH21 7SB
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