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Registration number: 10317882

JCR Group Ltd.

Unaudited Filleted Financial Statements

for the Period from 1 September 2023 to 31 December 2024

 

JCR Group Ltd.

Contents

Company Information

1

Balance Sheet

2 to 3

Notes to the Unaudited Financial Statements

4 to 10

 

JCR Group Ltd.

Company Information

Directors

Mr C Mallet

Mr J Denoel

Mr T Szirtes

Mr D Ripert

Mr B Naughton-Rumbo

Registered office

31 New Inn Yard
London
EC2A 3EY

 

JCR Group Ltd.

(Registration number: 10317882)
Balance Sheet as at 31 December 2024

Note

31 December
2024
£

(As restated)
31 August
2023
£

Fixed assets

 

Tangible assets

4

24,793

28,653

Investments

5

394,749

80,317

 

419,542

108,970

Current assets

 

Debtors

6

224,669

329,095

Cash at bank and in hand

 

684,658

1,405,198

 

909,327

1,734,293

Creditors: Amounts falling due within one year

7

(953,708)

(903,989)

Net current (liabilities)/assets

 

(44,381)

830,304

Total assets less current liabilities

 

375,161

939,274

Creditors: Amounts falling due after more than one year

7

(140,910)

(215,905)

Net assets

 

234,251

723,369

Capital and reserves

 

Called up share capital

9

555

543

Share premium reserve

1,906,338

1,706,349

Other reserves

11

3,348

-

Retained earnings

(1,675,990)

(983,523)

Shareholders' funds

 

234,251

723,369

For the financial period ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 27 March 2025 and signed on its behalf by:
 

 

JCR Group Ltd.

(Registration number: 10317882)
Balance Sheet as at 31 December 2024

.........................................
Mr J Denoel
Director

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
31 New Inn Yard
London
EC2A 3EY

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Disclosure of long or short period

The Company's accounting reference date has been extended to 31 December 2024, as required by the directors. Therefore these financial statements are for a period of 16 months, and not comparable to the previous period.

Going concern

At 31 December 2024, the Company had trading losses. The directors have confirmed their willingness to provide financial support to the Company to such an extent that, in their opinion, the Company will be able to meet any of its liabilities as they fall due for the foreseeable future, being a period not less than twelve months from the signing of the Balance Sheet.

On this understanding, the financial statements have been prepared on a going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Debtors due within one year
Debtors with no stated interest rate and receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Creditors due within one year
Creditors with no stated interest rate and payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period.

3

Staff numbers

The average number of persons employed by the company (including directors) during the period, was 28 (2023 - 17).

4

Tangible assets

Other tangible assets
£

Total
£

Cost or valuation

At 1 September 2023

42,367

42,367

Additions

17,945

17,945

At 31 December 2024

60,312

60,312

Depreciation

At 1 September 2023

13,713

13,713

Charge for the period

21,806

21,806

At 31 December 2024

35,519

35,519

Carrying amount

At 31 December 2024

24,793

24,793

At 31 August 2023

28,653

28,653

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

5

Investments

2024
£

2023
£

Investments in subsidiaries

394,749

80,317

Subsidiaries

£

Cost or valuation

At 1 September 2023

80,317

Additions

314,432

At 31 December 2024

394,749

Carrying amount

At 31 December 2024

394,749

At 31 August 2023

80,317

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Bodyswaps US, Inc.

3500 South Dupont Highway
Dover, Delaware
19901

United States

Common Stock

100%

100%

Subsidiary undertakings

Bodyswaps US, Inc.

The principal activity of Bodyswaps US, Inc. is software development.

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

6

Debtors

Current

Note

2024
£

2023
£

Trade debtors

 

174,493

283,479

Amounts owed by related parties

19,228

16,238

Prepayments

 

20,707

28,328

Other debtors

 

10,241

1,050

   

224,669

329,095

7

Creditors

Creditors: amounts falling due within one year

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

8

1,094

1,094

Trade creditors

 

14,956

45,149

Taxation and social security

 

49,829

33,921

Accruals and deferred income

 

881,640

819,303

Other creditors

 

6,189

4,522

 

953,708

903,989

Creditors: amounts falling due after more than one year

2024
£

2023
£

Due after one year

Deferred income

140,910

215,905

8

Loans and borrowings

2024
£

2023
£

Current loans and borrowings

Director loan accounts

1,094

1,094

The amounts due to the directors, Mr. C. Mallet and Mr. J. Denoel, totalled £1.094 (2024: £1,094).There is no interest due on these loans and they are repayable on demand.

 

JCR Group Ltd.

Notes to the Unaudited Financial Statements for the Period from 1 September 2023 to 31 December 2024

9

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary of £0.0001 each

3,675,458

367.55

3,675,458

367.55

Seed A of £0.0001 each

1,216,675

121.67

1,095,675

109.57

Seed B of £0.0001 each

660,549

66.05

660,549

66.05

 

5,552,682

555.27

5,431,682

543.17

New shares allotted
During the year 121,000 Seed A shares having an aggregate nominal value of £12.10 were allotted for an total consideration of £200,001.

 

10

Share-based payments

The Company has a share option scheme for certain employees. As at 31 December 2024, the total number of employees of the Company that share options have been granted to is 27 (2023: 5), and the total number of options granted available for exercise is 327,010 (2023: 120,368). In certain circumstances the options may lapse if the relevant individual ceases to be an employee of the Company.

Options are generally exercisable at a price equal to the estimated fair value of the Company's shares on the date of grant.

The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

 

11

Other reserves

Other reserves represents the cumulative amounts charged to profit in respect of employee share option arrangements that have not yet been settled by awarding shares to individuals, and its purpose is to ensure that the financial statements accurately reflect the impact of share-based compensation on the company's equity. Once employee share option arrangements are settled via the allotment of shares, the cumulative amounts charged to profit in respect of these shares is transferred to retained earnings.

 

12

Control

No controlling party has been identified.