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Grip-UK Ltd

Registered number: 07248432
Annual report and financial statements
For the year ended 30 September 2024

 
GRIP-UK LTD
 
 
COMPANY INFORMATION


Directors
G Macdomhnaill 
B Black 
O Gautier 




Registered number
07248432



Registered office
Unit 202
39 Fleet Street

Liverpool

L1 4AR




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE





 
GRIP-UK LTD
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditor's Report
 
6 - 9
Statement of Comprehensive Income
 
10
Statement of Financial Position
 
11
Statement of Changes in Equity
 
12
Statement of Cash Flows
 
13 - 14
Notes to the Financial Statements
 
15 - 34


 
GRIP-UK LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The directors present their strategic report for the year ended 30 September 2024.

Business review and future developments
 
2024 was a record-breaking year for The Climbing Hangar, marked by strong trading results and the successful launch of site 9 in Edinburgh in March 2024. We finished the year with revenues of £9,968,255, plus 27% growth over last year. This achievement strengthens our confidence in our ability to establish a presence in competitive markets, as our track record of successful openings continues to improve.
While the residual impacts of the 2023 cost-of-living crisis affected secondary spending, climbing sales remained strong, indicating that customers are making more deliberate spending decisions. Throughout the year, we maintained stringent control over costs and investments to ensure a healthy buffer against any trading fluctuations.
In early FY25, we secured significant investment from Verlinvest, a global consumer-focused investment company, to support our growth strategy. This strategic partnership will provide capital and resources to enable us to accelerate our growth by building new sites in the UK, acquiring high-quality existing operations, deepening our brand, and climbing community.

Principal risks and uncertainties
 
The UK’s economic outlook remains challenging. The first budget under the new administration has raised employment costs, and the Office for Budget Responsibility (OBR) has not provided optimistic forecasts for the economy.
Customers: The impact of the new budget on disposable income and consumer confidence remains unclear, as are the effects on our sector.
Labour: The rising cost of employment will require a reassessment of our hiring strategies and the design of new facilities. We anticipate that a more streamlined model will be necessary, but the challenge will be ensuring that these adjustments do not compromise the customer experience.
Liquidity Risk: The Company mitigates liquidity risk by carefully managing forecasts to ensure sufficient funds are available to meet operational needs under both normal and stressed conditions. However, following the recent investment, the business is now well-capitalized.
People: The Company is committed to promoting equality of opportunity for both current employees and future candidates. We regularly review and maintain recruitment procedures to ensure that all applicants are treated fairly, based on their relative merits and aptitudes.

- 1 -

 
GRIP-UK LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Financial key performance indicators
 
A selection of the Company’s key performance indicators are detailed below:


Year ended 30 September 2024
Year ended 30 September 2023
Variance 
Variance 

£
£
£
%
Revenue 
9,968,255
7,852,518
2,115,737
27
Gross Profit 
8,661,092
6,617,689
2,043,403
31
Net loss 
(1,436,831)
(1,646,842)
210,011
13
Net assets 
2,101,005
3,537,836
(1,436,831)
(41)



This report was approved by the board on 16 December 2024 and signed on its behalf.



G Macdomhnaill
Director

- 2 -

 
GRIP-UK LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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 and dividends

The loss for the year, after taxation, amounted to £1,436,831 (2023 -£1,646,842).

The directors have declared no dividends in the year (2023 - £Nil).

Directors

The directors who served during the year were:

G Macdomhnaill 
P Gilbert (resigned 9 October 2024)
S Challoner (resigned 9 October 2024)
H Heywood (resigned 9 October 2024)
M Kleibergen (resigned 9 October 2024)

O Gautier and B Black were appointed as directors on 9 October 2024.
 
- 3 -

 
GRIP-UK LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Going concern
These financial statements have been prepared on a going concern basis. The current economic conditions, including the the Chancellor's recent budget, present increased risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projections for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. 
The persistent impacts of global economic instability, rising inflation and geopolitical tensions continue to affect virtually every industry, including our own. UK consumer spending has experienced slow growth due to persistent economic challenges, including inflation and the cost-of-living crisis. While real wages began to rise and inflation eased, households have remained cautious, directing a significant portion of income toward savings. Despite these circumstances we continue to perform well, with our sites in like-for-like growth and successful execution of a large fundraiser just after year-end to accelerate our roll-out. 
The Company did not require any additional banking facilities throughout the year and the Statement of Financial Position is strong reflecting a net current asset position. We are trading well and setting new footfall records, as well as investing in optimising customer experience to improve customer retention and enhance customer lifetime value. The continued disruption in the labour market is making recruitment more costly. Our workplace culture has been crucial in maintaining a happy team keeping churn of key staff very low. Based on this assessment, the directors consider that the Company maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Company's assets are assessed for recoverability on a regular basis. The directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company's ability to continue as a going concern. Thus, the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

Matters covered in the Strategic Report

Certain information is not shown in the Director's Report because it is shown in the Strategic Report on pages1 - 2 instead under S414C(11). The Strategic Report includes a business review, future developments and principal risks and uncertainties.

- 4 -

 
GRIP-UK LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

On 9 October 2024, Verlinvest SA (BE) purchased a majority stake in Grip-UK Ltd.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 16 December 2024 and signed on its behalf.
 





G Macdomhnaill
Director

- 5 -

 
GRIP-UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD
 

Opinion

We have audited the financial statements of Grip-UK Ltd (the ‘Company’) for the year ended 30 September 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows  and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

give a true and fair view of the state of the Company’s affairs as at 30 September 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.
- 6 -

 
GRIP-UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD
 

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 course of 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

- 7 -

 
GRIP-UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor’s report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. 

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation, the Companies Act 2006. 
- 8 -

 
GRIP-UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRIP-UK LTD
 

In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non compliance, our procedures were included but were not limited to:

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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 an auditor's report 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.




Christopher Martin (Senior Statutory Auditor)

  
for and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE

16 December 2024
- 9 -

 
GRIP-UK LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
9,968,255
7,852,518

Cost of sales
  
(1,307,163)
(1,234,829)

Gross profit
  
8,661,092
6,617,689

Administrative expenses
  
(9,938,315)
(8,338,463)

Other operating income
 5 
9,462
18,398

Operating loss
 6 
(1,267,761)
(1,702,376)

Interest receivable and similar income
 10 
20,653
16,212

Interest payable and similar expenses
 11 
(198,481)
(28,624)

Loss before tax
  
(1,445,589)
(1,714,788)

Tax on loss
 12 
8,758
67,946

Loss for the financial year
  
(1,436,831)
(1,646,842)

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

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 15 to 34 form part of these financial statements.

- 10 -

 
GRIP-UK LTD
REGISTERED NUMBER: 07248432

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
2,926
6,770

Tangible assets
 14 
3,786,120
3,349,025

  
3,789,046
3,355,795

Current assets
  

Stocks
 15 
340,608
363,423

Debtors: amounts falling due within one year
 16 
979,812
939,378

Cash at bank and in hand
 17 
1,018,579
2,418,828

  
2,338,999
3,721,629

Creditors: amounts falling due within one year
 18 
(2,508,609)
(2,020,070)

Net current (liabilities)/assets
  
 
 
(169,610)
 
 
1,701,559

Total assets less current liabilities
  
3,619,436
5,057,354

Creditors: amounts falling due after more than one year
 19 
(1,518,431)
(1,519,518)

  

Net assets
  
2,101,005
3,537,836


Capital and reserves
  

Called up share capital 
 21 
577
577

Share premium account
 22 
10,065,453
10,065,453

Profit and loss account
 22 
(7,965,025)
(6,528,194)

  
2,101,005
3,537,836


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 December 2024.




G Macdomhnaill
Director

The notes on pages 15 to 34 form part of these financial statements.

- 11 -

 
GRIP-UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 October 2022
577
10,065,453
(4,937,853)
5,128,177


Comprehensive income for the year

Loss for the year
-
-
(1,646,842)
(1,646,842)
Total comprehensive income for the year
-
-
(1,646,842)
(1,646,842)


Contributions by and distributions to owners

Share options issued during the year
-
-
56,501
56,501


Total transactions with owners
-
-
56,501
56,501



At 1 October 2023
577
10,065,453
(6,528,194)
3,537,836


Comprehensive income for the year

Loss for the year
-
-
(1,436,831)
(1,436,831)
Total comprehensive income for the year
-
-
(1,436,831)
(1,436,831)


At 30 September 2024
577
10,065,453
(7,965,025)
2,101,005


- 12 -

 
GRIP-UK LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(1,436,831)
(1,646,842)

Adjustments for:

Amortisation of intangible assets
3,844
7,044

Depreciation of tangible assets
704,230
606,981

Loss on disposal of tangible assets
2,252
9,574

Interest paid
198,481
28,624

Interest received
(20,653)
(16,212)

Taxation charge
(8,758)
(67,946)

Decrease/(increase) in stocks
22,815
(112,942)

(Increase) in debtors
(36,980)
(444,792)

Increase in creditors
539,852
405,863

Corporation tax (paid)/received
(17,468)
117,225

Issue of share options
-
56,501

Net cash outflow used in operating activities

(49,216)
(1,056,922)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,933,853)
(969,860)

Sale of tangible fixed assets
790,276
284,865

Interest received
20,653
16,212

Net cash outflow used in investing activities

(1,122,924)
(668,783)
- 13 -

 
GRIP-UK LTD
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


2024
2023

£
£



Cash flows from financing activities

Repayment of loans
(138,688)
(137,295)

Other new loans
-
1,375,000

Repayment of other loans
(36,497)
(4,760)

Interest paid
(52,924)
(28,624)

Net cash (outflow)/inflow in financing activities
(228,109)
1,204,321

Net decrease in cash and cash equivalents
(1,400,249)
(521,384)

Cash and cash equivalents at beginning of year
2,418,828
2,940,212

Cash and cash equivalents at the end of year
1,018,579
2,418,828


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,018,579
2,418,828

1,018,579
2,418,828


The notes on pages 15 to 34 form part of these financial statements.

- 14 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Grip-UK Ltd ("'the Company") is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The Company is limited by shares, registered number 07248432.
The address of the registered office and principal place of business is Unit 202, 39 Fleet Street, Liverpool, L1 4AR.
The principal activity of the Company is the operation of sports facilities.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

- 15 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.2

Going concern

These financial statements have been prepared on a going concern basis. The current economic conditions, including the the Chancellor's recent budget, present increased risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projections for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. 
The persistent impacts of global economic instability, rising inflation and geopolitical tensions continue to affect virtually every industry, including our own. UK consumer spending has experienced slow growth due to persistent economic challenges, including inflation and the cost-of-living crisis. While real wages began to rise and inflation eased, households have remained cautious, directing a significant portion of income toward savings. Despite these circumstances we continue to perform well, with our sites in like-for-like growth and successful execution of a large fundraiser just after year-end to accelerate our roll-out. 
The Company did not require any additional banking facilities throughout the year and the Statement of Financial Position is strong reflecting a net current asset position. We are trading well and setting new footfall records, as well as investing in optimising customer experience to improve customer retention and enhance customer lifetime value. The continued disruption in the labour market is making recruitment more costly. Our workplace culture has been crucial in maintaining a happy team keeping churn of key staff very low. Based on this assessment, the directors consider that the Company maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Company's assets are assessed for recoverability on a regular basis. The directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company's ability to continue as a going concern. Thus, the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

- 16 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £.

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'.

  
2.4

Revenue

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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Company derives its income principally from the sales of climbing centre memberships or Pay as you go (PAYG) entrance fees, with secondary income from the sale of food, drink, retail items and coached climbing classes.
PAYG and coached class revenue is recognised in the month in which the visit or class occurred.
Revenue from the sale of goods is recognised when all the following conditions are satisfied: 

the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

In respect of retail goods, and food and beverage items this is deemed to have occurred when the goods are sold over the counter on site.

- 17 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

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.

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

- 18 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.11

Taxation

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 reporting 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 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; and
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 reporting date.

 
2.12

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.

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:

Development expenditure
-
5
years

 
2.13

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.

- 19 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

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:

Leasehold improvements
-
10%
Construction in progress
-
Not depreciated
Fixtures & fittings
-
20-33%
Office equipment
-
20-33%
Climbing wall matting and wall coat
-
20%
Climbing wall
-
10%

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.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each reporting 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.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are 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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

- 20 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

- 21 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

- 22 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Critical judgements in applying the Company's accounting policies
The critical judgements that the Directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. 
Assessing indicators of impairment 
In assessing whether there have been any indicators of impairment of assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Determining the residual values and useful economic lives of tangible assets
The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of tangible assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied.
Judgement is also applied, when determining the residual values for fixed assets. When determining the residual value, the Directors have assessed the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible, this is done with reference to external market prices.


4.


Turnover

2024
2023
£
£

Climbing revenue
7,279,874
5,505,780

Non-climbing revenue
2,688,381
2,346,738

9,968,255
7,852,518


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Government grants receivable
9,462
18,398


- 23 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation charge
704,230
606,981

Amortisation charge
3,844
7,044

Exchange differences
-
232

Other operating lease rentals
1,570,641
1,237,097

Pension contributions
89,311
78,574

R&D expenditure
18,572
138,001


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements

29,222
27,830


Taxation compliance services
5,775
5,500

All non-audit services not included above
2,650
2,475

- 24 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Employees

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


2024
2023
£
£

Wages and salaries
4,908,448
4,300,656

Social security costs
397,375
347,418

Cost of defined contribution scheme
89,311
78,574

5,395,134
4,726,648


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


        2024
        2023
            No.
            No.







General
212
203


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
245,930
231,258

Company contributions to defined contribution pension schemes
3,963
3,963

249,893
235,221


During the year retirement benefits were accruing to 2 directors (2023 -2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £126,362 (2023 - £128,196).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £1,321).


10.


Interest receivable

2024
2023
£
£


Other interest receivable
20,653
16,212

- 25 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
198,481
28,624


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(3,454)
(19,819)

Adjustments in respect of previous periods
(5,304)
(48,127)


Total current tax
(8,758)
(67,946)


Taxation on loss on ordinary activities
(8,758)
(67,946)
- 26 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -22.01%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,445,589)
(1,714,788)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)
(359,923)
(377,425)

Effects of:


Income not taxable for tax purposes
-
(28,611)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
65,583
15,369

Depreciation in excess of capital allowances
52,592
43,621

Adjustments to tax charge in respect of prior periods
(5,304)
(48,127)

Additional deduction for R&D expenditure
(3,993)
(32,801)

Surrender of tax losses for R&D tax credit refund
8,636
34,927

Remeasurement of deferred tax for changes in tax rates
-
(46,853)

R&D credit
(3,454)
(19,819)

Deferred tax not recognised
237,022
391,773

Other permanent differences
83
-

Total tax charge for the year
(8,758)
(67,946)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

- 27 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


Intangible assets




Development expenditure

£



Cost


At 1 October 2023
35,072



At 30 September 2024

35,072



Amortisation


At 1 October 2023
28,302


Charge for the year
3,844



At 30 September 2024

32,146



Net book value



At 30 September 2024
2,926



At 30 September 2023
6,770



- 28 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.


Tangible fixed assets





L/Term Leasehold improve-ments
Fixtures & fittings
Office equipment
Climbing wall matting and wall coat
Climbing wall
Construction in progress
Total

£
£
£
£
£
£
£



Cost or valuation


At 1 October 2023
3,037,902
999,703
180,610
247,681
906,659
-
5,372,555


Additions
880,139
342,179
67,668
17,859
89,040
536,968
1,933,853


Disposals
(344)
(15,553)
(3,515)
-
(479)
(772,637)
(792,528)


Transfer of assets
(136,798)
(81,416)
-
-
(41,185)
259,399
-



At 30 September 2024

3,780,899
1,244,913
244,763
265,540
954,035
23,730
6,513,880



Depreciation


At 1 October 2023
723,969
555,416
123,244
130,788
490,113
-
2,023,530


Charge for the year
330,898
205,140
41,867
50,078
76,247
-
704,230



At 30 September 2024

1,054,867
760,556
165,111
180,866
566,360
-
2,727,760



Net book value



At 30 September 2024
2,726,032
484,357
79,652
84,674
387,675
23,730
3,786,120



At 30 September 2023
2,313,933
444,287
57,366
116,893
416,546
-
3,349,025


15.


Stocks

2024
2023
£
£

Raw materials and consumables
340,608
363,423


- 29 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

16.


Debtors

2024
2023
£
£


Trade debtors
113,286
59,439

Other debtors
459,347
480,205

Prepayments and accrued income
328,852
324,861

Tax recoverable
78,327
74,873

979,812
939,378




17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,018,579
2,418,828



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
145,328
145,328

Other loans
42,328
70,869

Trade creditors
571,370
507,264

Corporation tax
-
22,772

Other taxation and social security
330,594
210,723

Other creditors
97,414
73,541

Accruals and deferred income
1,321,575
989,573

2,508,609
2,020,070




- 30 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Convertible loan notes
1,270,557
1,125,000

Bank loans
76,698
215,386

Other loans
171,176
179,132

1,518,431
1,519,518



20.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
145,328
145,328

Other loans
42,328
70,869


187,656
216,197

Amounts falling due 1-2 years

Bank loans
35,106
145,328

Other loans
48,973
70,869

Amounts falling due 2-5 years

Bank loans
41,592
70,058

Other loans
122,203
108,263

Convertible loan notes
1,270,557
1,125,000

1,706,087
1,735,715


Secured loans
The bank loans are secured by a debenture over all the assets of the Company and a legal charge over the property concerned.
The 5 year convertible loan notes were issued on 14 June 2023. Interest accrues on the principal amount of £1,125,000 at 10.0% per annum.

- 31 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



18,726 (2023 -18,726) D2 Ordinary shares of £0.010 each
187
187
89,990 (2023 -89,990) A Ordinary shares of £0.001 each
90
90
23,689 (2023 -23,689) B Ordinary shares of £0.010 each
237
237
3,985 (2023 -3,985) C Ordinary shares of £0.010 each
40
40
1,433 (2023 - 1,433) D1 Ordinary shares of £0.010 each
14
14
8,334 (2023 -8,334) Preference shares of £0.001 each
9
9

577

577


Redeemable preference shares 
Each share has a nominal value of £0.001 and is redeemable by resolution of the Directors. The Company shall pay to the holders of the preference shares in respect of each preference share redeemed as a debt of the Company a sum equal to its issue price and, by way of a redemption premium, an amount equal to 20% of such issue price. The holders of the preference shares are entitled to an amount equal to 0.0001% of any dividend declared.


22.


Reserves

Share premium account

This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.

Profit & loss account

This reserve represents cumulative profits and losses less dividends paid.

- 32 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
23.


Analysis of net debt






At 1 October 2023
Cash flows
Repayment of loans
Accrued interest
At 30 September 2024
£

£

£

£

£

Cash at bank and in hand

2,418,828

(1,400,249)

-

-

1,018,579

Debt due after 1 year

(1,519,518)

-

110,222

(145,557)

(1,554,853)

Debt due within 1 year

(216,197)

-

64,962

-

(151,235)


683,113
(1,400,249)
175,184
(145,557)
(687,509)


24.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £89,311 (2023 - £78,574). Contributions totalling £41,579 (2023 - £20,413) were payable to the fund at the balance sheet date and are included in creditors.


25.


Commitments under operating leases

At 30 September 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land and Buildings


Not later than 1 year
906,520
799,443

Later than 1 year and not later than 5 years
3,457,890
3,284,125

Later than 5 years
5,084,300
5,389,216

9,448,710
9,472,784

2024
2023

£
£

Other


Not later than 1 year
690,479
556,139

Later than 1 year and not later than 5 years
1,475,902
1,126,042

2,166,381
1,682,181

- 33 -

 
GRIP-UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

26.


Related party transactions

During the year, the Company paid £63,506 (2023 - £55,000) to entities controlled by key management personnel. At the year end, amounts due to controlled entities was £4,506 (2023 - £Nil).
At the year end, the Company was owed by the Directors £228,528 (2023 - £223,565). 
At the year end, the Company owed the Directors £43,725 (2023 - £42,043). 
The Company has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned subsidiaries within the group.


27.


Post balance sheet events

On 9 October 2024, Verlinvest SA (BE) purchased a majority stake in Grip-UK Ltd.


28.


Controlling party

The directors consider there to be no ultimate controlling party at the year end. Although Mercia Fund Management Limited own more than 50% of the shares in the business, they do not have a controlling share of the voting rights in the Company.


- 34 -