Company Registration No. 10093254 (England and Wales)
DUBBER LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
DUBBER LTD
COMPANY INFORMATION
Directors
Mr M S Bellizia
(Appointed 31 December 2024)
Mr G D Wake
(Appointed 19 May 2025)
Company number
10093254
Registered office
264 Banbury Road
Oxford
OX2 7DY
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
DUBBER LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7 - 8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 27
DUBBER LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The directors present their annual report and financial statements for the year ended 30 June 2024.
Principal activities
The principal activity of the company continued to be that of capture of voice data.
Results and dividends
The results for the year are set out on page 6.
No ordinary dividends were paid in the current or comparative year. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr S V McGovern
(Resigned 9 April 2024)
Mr A Demery
(Appointed 9 April 2024 and resigned 19 May 2025)
Mr P E Pawlowitsch
(Appointed 9 April 2024 and resigned 31 December 2024)
Mr M S Bellizia
(Appointed 31 December 2024)
Mr G D Wake
(Appointed 19 May 2025)
Post reporting date events
After the reporting date, the directors determined that the expected economic benefits from a potential sub-lease were materially lower than the carrying value of the right-of-use asset, resulting in an impairment loss of £358,566.
This is considered a non-adjusting event in accordance with IAS 10, and the financial statements for the year ended 30th June 2024 have not been adjusted to reflect this impairment.
Auditor
The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 International Financial Reporting Standards (IFRS) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
make an assessment of the company's ability to continue as a going concern.
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DUBBER LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the 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 company's auditor is aware of that information.
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate support to continue in operational existence for the foreseeable future and not less than 12 months from the approval of the financial statements. In addition, the parent company and controlling party of the group has given assurances of its continued support to the group. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr M S Bellizia
Director
18 June 2025
DUBBER LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUBBER LTD
- 3 -
Opinion
We have audited the financial statements of Dubber Ltd (the 'company') for the year ended 30 June 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
The Directors' are responsible for the other information. The other information comprises the information included in the Directors report and financial statements, other than the financial statements and our auditor’s report 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.
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 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.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
DUBBER LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUBBER LTD
- 4 -
Matters on which we are required to report by exception
In the 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 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:
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 either intend 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.
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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
At the planning stage of the audit, we gain an understanding of the laws and regulations which apply to the company and how the directors seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.
During the audit, we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries from the directors and undertaking corroboration, for example by reviewing board reports and other documentation.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertook procedures but were not limited to:
Reviewing the controls set in place by the directors;
Making enquiries of the directors as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;
Challenging the directors' assumptions with regard to accounting estimates such as the stage of completion of the contracts; and
Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.
DUBBER LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUBBER LTD
- 5 -
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Stephen Howard Neal (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited
18 June 2025
Chartered Certified Accountants
Statutory Auditor
264 Banbury Road
Oxford
OX2 7DY
DUBBER LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
2024
2023
as restated
Notes
£
£
Revenue
3
5,752,937
3,477,328
Cost of sales
(1,385,020)
(1,954,434)
Gross profit
4,367,917
1,522,894
Other operating income
557,993
794,729
Administrative expenses
(4,260,048)
(4,883,972)
Operating profit/(loss)
4
665,862
(2,566,349)
Investment revenues
7
1,701
6,490
Finance costs
8
(128,798)
(141,234)
Profit/(loss) before taxation
538,765
(2,701,093)
Income tax expense
9
-
-
Profit/(loss) and total comprehensive income/(expense) for the year
20
538,765
(2,701,093)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income or loss during the current financial year or comparative financial period.
DUBBER LTD
STATEMENT OF FINANCIAL POSITION
- 7 -
2024
2023
as restated
Notes
£
£
Non-current assets
Property, plant and equipment
11
932,320
1,930,533
Other receivables
13
356,827
356,827
1,289,147
2,287,360
Current assets
Contract assets
12
57,788
Trade and other receivables
13
736,251
553,790
Cash and cash equivalents
731,486
371,611
1,525,525
925,401
Current liabilities
Trade and other payables
15
7,763,968
7,970,937
Contract liabilities
12
259,358
795,433
Lease liabilities
16
431,040
412,211
8,454,366
9,178,581
Net current liabilities
(6,928,841)
(8,253,180)
Non-current liabilities
Contract liabilities
12
62,942
Lease liabilities
16
1,321,946
1,618,704
1,384,888
1,618,704
Net liabilities
(7,024,582)
(7,584,524)
Equity
Called up share capital
19
1
1
Share options reserve
328,076
306,899
Retained earnings
20
(7,352,659)
(7,891,424)
Total equity
(7,024,582)
(7,584,524)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
DUBBER LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
- 8 -
The financial statements were approved by the board of directors and authorised for issue on 18 June 2025 and are signed on its behalf by:
Mr M S Bellizia
Director
Company registration number 10093254 (England and Wales)
DUBBER LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
Notes
Share capital
Share options reserve
Retained earnings
Total
£
£
£
£
Balance at 1 July 2022
1
155,314
(5,190,331)
(5,035,016)
As previously reported:
Year ended 30 June 2023:
Loss and total comprehensive expense
-
-
(2,695,879)
(2,695,879)
Share based payment
-
151,585
-
151,585
As restated:
Prior year adjustment to reduce revenue
-
-
(101)
(101)
Prior year adjustment to increase wages and pension
-
-
(5,113)
(5,113)
Balance at 30 June 2023
1
306,899
(7,891,424)
(7,584,524)
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
538,765
538,765
Transactions with owners:
Share based payment
21
-
21,177
-
21,177
Balance at 30 June 2024
1
328,076
(7,352,659)
(7,024,582)
DUBBER LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
767,132
368,418
Interest paid
(128,798)
(141,234)
Net cash inflow from operating activities
638,334
227,184
Investing activities
Purchase of property, plant and equipment
(2,231)
Interest received
1,701
6,490
Net cash (used in)/generated from investing activities
(530)
6,490
Financing activities
Payment of lease liabilities
(277,929)
(408,790)
Net cash used in financing activities
(277,929)
(408,790)
Net increase/(decrease) in cash and cash equivalents
359,875
(175,116)
Cash and cash equivalents at beginning of year
371,611
546,727
Cash and cash equivalents at end of year
731,486
371,611
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
1
Accounting policies
Company information
Dubber Ltd is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is 264 Banbury Road, Oxford, OX2 7DY. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has prepared financial statements that comply with UK adopted International Accounting Standards applicable as at 30 June 2024, together with the comparative period data for the period ended 30 June 2023, as described in the summary of significant accounting policies under UK adopted International Accounting Standards.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the approval of the financial statements. In addition, the parent company and controlling party of the group has given assurances of its continued support to the group. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue comprises provision of services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
The company recognises revenue from the following major source:
Licencing
Licencing revenue relates to the provision of the hosted software across the contract term and is recognised over time. The fixed element is recognised on a straight-line basis as the access to the software is provided to the customer and the performance obligation is satisfied. Where licence fees are billed in advance of the service being delivered, the are initially recorded as deferred income. Variable license fees are recognised according to monthly usage over the term of the contract.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 12 -
Contract assets and liabilities
The company recognises contract assets for consideration receivable for performance obligations fulfilled in advance and reports these amounts as accrued income in the statement of financial position. Typically, these amounts relate to services provided to customers in advance of the invoice being raised.
The company recognises contract liabilities for consideration received in advance of unsatisfied performance obligations and reports these amounts as deferred income in the statement of financial position. Typically, these amounts relate to consideration received in advance of the provision of annual services to customers. These will be recognised over the contract term.
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Straight line over 10 years
Fixtures and fittings
Straight line over 5 years
Computers
Straight line over 5 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.5
Impairment of tangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible 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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents include cash in hand, and deposits held at call with banks.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -
1.7
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.10
Taxation
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
1.11
Employee benefits
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 inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within non-current assets.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
Determining performance obligations in revenue contracts
In applying IFRS 15, the directors have taken the judgement that implementation services are not separable from the provision of the software licence. This is on the basis that the software must be significantly modified for the customer's requirements and as such the implementation is seen as being intrinsic to the ongoing delivery. Had an alternative view been taken, and the implementation services considered separable, such revenues would be recognised earlier in a contract, professional services revenues would be greater and licence revenues reduced.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Critical accounting estimates and judgements
(Continued)
- 16 -
Determining the lease term of contracts with renewal and termination options – company as lessee
The directors determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The company has lease contracts that include extension and termination options. The directors apply judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the directors reassess the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g. construction of significant leasehold improvements or significant customisation to the leased asset).
In applying IFRS 16, the directors also undertake significant estimation in determining the incremental borrowing rate at which future cash flows are discounted in order to arrive at the valuation of the lease liability and right-of-use asset. The directors determined the incremental borrowing rate to be 6%; had the rate been 2% lower the lease liability would have been £69k lower at the balance sheet date.
Share options valuation
The company operates an employee share option scheme. The options are valued using the Black Scholes methodology. The cost of this scheme and the present value of the obligation depends on a number of factors, including; the value of the company's shares at each grant date, the company's risk free rate, the expected term over which the options will be exercised and the company's volatility. Management estimate these factors in determining the fair value, based on historic and benchmarked information. The share option charge for the year, and balance outstanding at the reporting date, are included within the statement of changes in equity.
3
Revenue
2024
2023
As restated
£
£
Revenue analysed by class of business
Licencing (revenue is recognised over time)
5,752,937
3,477,328
2024
2023
As restated
£
£
Revenue analysed by geographical market
United Kingdom
3,475,858
2,186,285
Europe
2,215,395
1,246,270
Americas
61,684
44,773
5,752,937
3,477,328
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 17 -
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
17,338
(4,487)
Fees payable to the company's auditor for the audit of the company's financial statements
18,500
20,000
Depreciation of property, plant and equipment
888
818
Depreciation of right-of-use assets
407,539
403,790
Impairment loss recognised on trade receivables
(18,333)
Share-based payments
21,177
151,585
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Employees
19
27
Their aggregate remuneration comprised:
2024
2023
as restated
£
£
Wages and salaries
1,394,502
2,263,517
Social security costs
199,463
331,959
Pension costs
42,821
65,800
1,636,786
2,661,276
6
Other operating income
2024
2023
£
£
Other operating income
Management charge receivable from Aeriandi Ltd
557,993
794,729
7
Investment income
2024
2023
£
£
Interest income
Bank deposits
1,701
6,490
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 18 -
8
Finance costs
2024
2023
£
£
Interest on lease liabilities
117,265
141,234
Other interest payable
11,533
Total interest expense
128,798
141,234
9
Income tax expense
The Finance Act 2021 introduced an increase in the main UK Corporation tax rate from 19% to 25% from 1 April 2023. The change in rate was substantively enacted on 24 May 2021.
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2024
2023
as restated
£
£
Profit/(loss) before taxation
538,765
(2,701,093)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 20.50%)
134,691
(553,724)
Effect of expenses not deductible in determining taxable profit
(3,277)
8,743
Utilisation of tax losses not previously recognised
(136,372)
Unutilised tax losses carried forward
827,535
Adjustment in respect of prior years
(345,636)
Permanent capital allowances in excess of depreciation
(336)
168
Share based payment charge
5,294
31,075
Share based payments charge for prior year
31,839
Taxation charge for the year
-
-
10
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
£
£
In respect of:
Property, plant and equipment
592,017
Recognised in:
Administrative expenses
592,017
-
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
11
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 July 2022 and 1 July 2023
2,423,602
3,255
2,426,857
Additions
648
1,583
2,231
At 30 June 2024
2,423,602
648
4,838
2,429,088
Accumulated depreciation and impairment
At 1 July 2022
90,885
830
91,715
Charge for the year
403,791
818
404,609
At 30 June 2023
494,676
1,648
496,324
Charge for the year
407,539
108
780
408,427
Impairment loss
592,017
592,017
At 30 June 2024
1,494,232
108
2,428
1,496,768
Carrying amount
At 30 June 2024
929,370
540
2,410
932,320
At 30 June 2023
1,928,926
-
1,607
1,930,533
Property, plant and equipment includes right-of-use assets, as follows:
Land and buildings
£
Net carrying value at 1 July 2022
2,332,717
Depreciation charge
(403,791)
Net carrying value at 30 June 2023
1,928,926
Depreciation charge
(407,539)
Impairment loss
(592,017)
Net carrying value at 30 June 2024
929,370
More information on impairment movements in the year is given in note 10.
12
Contracts with customers
2024
2023
Balances relating to contracts in progress
£
£
Contract receivables included in trade receivables
479,258
495,510
Contract assets
57,788
-
Contract liabilities
(322,300)
(795,433)
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
13
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
as restated
£
£
£
£
Trade receivables
479,258
495,510
-
-
Provision for bad and doubtful debts
(18,333)
-
-
479,258
477,177
-
-
VAT recoverable
6,631
-
-
Other receivables
138,429
16,990
356,827
356,827
Prepayments
118,564
52,992
-
-
736,251
553,790
356,827
356,827
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
14
Trade receivables - credit risk
Fair value of trade receivables
Trade receivables and contract assets, which are financial assets measured at amortised cost, are non interest bearing and are generally expected to have a 30-90 day term. Due to their short maturities, the carrying amount of trade and other receivables is a reasonable approximation of their fair value.
A provision for impairment of trade receivables and contract assets is established using an expected credit loss model. The expected credit loss ("ECL") is calculated from a provision matrix based on the expected lifetime default rates and estimates of loss on default. The company recognised an allowance for an impairment of trade receivables in the prior year. Beyond this, there are no material expected credit loss provisions, and so nothing further is considered to have been required at the reporting date.
Movement in the allowances for impairment of trade receivables
2024
2023
£
£
Balance brought forward
18,333
-
Additional allowance recognised
-
18,333
Amounts written off as uncollectible
(18,333)
-
Balance at reporting date
18,333
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
15
Trade and other payables
2024
2023
as restated
£
£
Trade payables
163,159
652,103
Amount owed to parent undertaking
5,733,012
5,281,391
Amounts owed to fellow group undertakings
1,166,753
1,846,695
Accruals
295,584
149,676
Social security and other taxation
397,665
36,128
Other payables
7,795
4,944
7,763,968
7,970,937
16
Lease liabilities
2024
2023
Maturity analysis
£
£
Within one year
526,925
526,925
In two to five years
1,580,775
1,975,969
Total undiscounted liabilities
2,107,700
2,502,894
Future finance charges and other adjustments
(354,714)
(471,979)
Lease liabilities in the financial statements
1,752,986
2,030,915
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£
£
Current liabilities
431,040
412,211
Non-current liabilities
1,321,946
1,618,704
1,752,986
2,030,915
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
117,265
141,234
The total cash outflow for leases is included within the statement of cash flows.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
17
Retirement benefit schemes
2024
2023
as restated
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
42,821
65,800
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
18
Share-based payments
The company operates an Employee Incentive Plan (“EIP”) for executives and employees. In accordance with the provisions of the EIP, executives and employees may be granted options (ZEPO or strike price) to purchase ordinary shares in the ultimate parent company at an exercise price to be determined by the Board with regard to the market value of the shares when it resolves to offer the options. The options may only be granted to eligible persons after the Board considers the person’s seniority, position, length of service, record of employment, potential contribution and any other matters which the Board considers relevant.
Each employee share option converts into one ordinary share of the company on exercise. No amounts are paid or payable to the company by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
The number of options granted is determined by the Board. Typically, options granted under the EIP expire within thirty-six months of their issue. The options are not exercisable until the vesting date provided the participant is an employee at the relevant vesting date.
Number of share options
Average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 July 2023
465,288
51,318.00
Granted in the period
678,498
465,288
21,129.00
51,318.00
Outstanding at 30 June 2024
1,143,786
465,288
72,447.00
51,318.00
Exercisable at 30 June 2024
1,143,786
465,288
72,447.00
51,318.00
Options granted during the year
Options granted in the year are set out below. Fair value was measured using the Black-Scholes model.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
18
Share-based payments
(Continued)
- 23 -
2024
2023
Grant date
18 October 2023
11 June 2024
15 March 2023
Weighted average fair value
0.15
0.042
0.11
Inputs for model:
- Weighted average share price
0.15
0.042
0.11
- Weighted average exercise price
0.00
0.00
0.00
- Expected volatility
88
103.5
88.6
- Expected life
36 months
36 months
36 months
- Risk free rate
4.12
3.972
3.12
- Expected dividends yields
0.00
0.00
0.00
Options outstanding
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
2024
2023
Grant date
Expiry date
Exercise price
Number
Number
15/03/2023
31/03/2026
0
465,288
465,288
18/10/2023
31/10/2026
0
107,885
-
11/06/2024
31/07/2027
0
570,613
-
1,143,786
465,288
Expenses
Related to equity settled share based payments
21,177
151,585
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
The Ordinary share carries full voting, dividend and capital distribution rights, including on winding up. It does not confer any rights of redemption.
20
Retained earnings
Retained earnings represents cumulative profits and losses, net of distributions to owners.
21
Capital risk management
The company's objectives when managing capital are to safeguard the ability to continue as a going concern, so that benefits to stakeholders and an optimum capital structure are maintained. It also includes maintaining an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position.
The company is not subject to any externally imposed capital requirements.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
22
Events after the reporting date
After the reporting date, the directors determined that the expected economic benefits from a potential sub-lease were materially lower than the carrying value of the right-of-use asset, resulting in an impairment loss of £358,566.
This is considered a non-adjusting event in accordance with IAS 10, and the financial statements for the year ended 30th June 2024 have not been adjusted to reflect this impairment.
23
Related party transactions
Remuneration of key management personnel
The company has made no payments for remuneration of key management personnel, including directors, and so there is no detail to be provided as specified in IAS 24 Related Party Disclosures.
Other transactions with related parties
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due to related parties
£
£
Parent company
5,733,012
5,281,391
During the year, goods totalling £945,966 (2023: £1,055,468) were purchased from the parent company.
Also in the year, Dubber Corporation Limited charged Dubber Ltd a £663,428 (2023: £nil) management charge.
The following amounts were outstanding at the reporting end date:
Aeriandi Ltd provided a loan to the company of £1,166,753 (2023: £1,846,695). This loan is from a connected company by virtue of both the directors of Dubber Ltd being two of the directors of Aeriandi Ltd. This loan is interest free and repayable on demand in the absence of a formal agreement.
Also in the year, Dubber Ltd charged Aeriandi Ltd a £597,993 (2023: £794,729) management charge.
24
Controlling party
The immediate parent company is Dubber Pty Limited.
The ultimate parent company, and largest group to include the results of the company, is Dubber Corporation Limited, whose financial statements can be obtained from the registered office address at Level 5, 2 Russell Street, Melbourne, Victoria, Australia, 3000.
Dubber Corporation Limited is listed on the Australian Stock Exchange. The principal continuing activities of Dubber Corporation Limited and its controlled entities consisted of the provision of unified call recording and conversation Artificial Intelligence services to the global telecommunications industry.
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
25
Cash generated from operations
2024
2023
as restated
£
£
Profit/(loss) for the year before income tax
538,765
(2,701,093)
Adjustments for:
Finance costs
128,798
141,234
Investment income
(1,701)
(6,490)
Depreciation and impairment of property, plant and equipment
1,000,444
404,609
Equity settled share based payment expense
21,177
151,585
Movements in working capital:
Increase in contract assets
(57,788)
-
(Increase)/decrease in trade and other receivables
(182,461)
713,885
(Decrease)/increase in contract liabilities
(473,133)
92,214
(Decrease)/increase in trade and other payables
(206,969)
1,572,474
Cash generated from operations
767,132
368,418
26
Analysis of changes in net debt
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
371,611
359,875
731,486
Lease liabilities
(2,030,915)
277,929
(1,752,986)
(1,659,304)
637,804
(1,021,500)
1 July 2022
Cash flows
30 June 2023
Prior year:
£
£
£
Cash at bank and in hand
546,727
(175,116)
371,611
Lease liabilities
(2,439,705)
408,790
(2,030,915)
(1,892,978)
233,674
(1,659,304)
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
27
Prior period adjustment
Due to group audit changes following completion of the company 2023 accounts, the below sets out the prior year adjustments included within these accounts.
Changes to the statement of financial position
At 30 June 2023
Previously reported
Adjustment
As restated
£
£
£
Current assets
Debtors due within one year
619,570
(65,780)
553,790
Creditors due within one year
Other payables
(8,805,987)
39,617
(8,766,370)
Creditors due after one year
Other payables
(20,949)
20,949
Net assets
(7,579,310)
5,214
(7,584,524)
Capital and reserves
Retained earnings
(7,886,210)
(5,214)
(7,891,424)
Total equity
(7,579,309)
(5,214)
(7,584,524)
Changes to the income statement
Period ended 30 June 2023
Previously reported
Adjustment
As restated
£
£
£
Revenue
3,477,429
(101)
3,477,328
Administrative expenses
(4,878,859)
(5,113)
(4,883,972)
Loss for the financial period
(2,695,879)
(5,214)
(2,701,093)
Reconciliation of changes in equity
1 July
30 June
2022
2023
£
£
Equity as previously reported
(3,595,185)
(7,579,309)
Adjustments to prior year
Increase in wages and pension costs
-
(5,113)
Reduction in turnover
(1,611,761)
(102)
Share options reserve held in equity
155,314
-
Increase in interest on leases
16,616
-
Equity as adjusted
(5,035,016)
(7,584,524)
DUBBER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
27
Prior period adjustment
(Continued)
- 27 -
Reconciliation of changes in loss for the previous financial period
2023
£
Loss as previously reported
(2,695,878)
Adjustments to prior year
Increase in wages and pension costs
(5,113)
Reduction in turnover
(102)
Loss as adjusted
(2,701,093)
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