Company registration number 08900522 (England and Wales)
ELEVAATE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ELEVAATE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
ELEVAATE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
3
4,642
9,115
Current assets
Debtors
4
1,328
91,376
Cash at bank and in hand
105,564
228,194
106,892
319,570
Creditors: amounts falling due within one year
5
(6,557,708)
(5,796,986)
Net current liabilities
(6,450,816)
(5,477,416)
Net liabilities
(6,446,174)
(5,468,301)
Capital and reserves
Called up share capital
6
9,880
9,880
Share premium account
2,993,705
2,993,705
Other reserves
307,251
307,251
Profit and loss reserves
(9,757,010)
(8,779,137)
Total equity
(6,446,174)
(5,468,301)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 17 June 2025 and are signed on its behalf by:
Queeny Gupta Natarajan
Director
Company registration number 08900522 (England and Wales)
ELEVAATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
9,880
2,993,705
307,251
1,268,769
4,579,605
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(10,047,906)
(10,047,906)
Balance at 31 December 2022
9,880
2,993,705
307,251
(8,779,137)
(5,468,301)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(977,873)
(977,873)
Balance at 31 December 2023
9,880
2,993,705
307,251
(9,757,010)
(6,446,174)
ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Elevaate Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O TMF Group, 13th floor, One Angel Court, London, EC2R 7HJ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Notwithstanding the fact that the company's balance sheet shows a net liabilities position of £6,446,174 (2022: £5,468,301) which includes a balance owed to the ultimate parent undertaking of £6.1m (2022: £5.6m), the directors are confident of the ability of the current ultimate parent company, Neptune Retail Solutions to provide support if needed to meet its obligations. Thus at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future as the ultimate parent entity is committed to continue supporting the company. true

However, the ultimate parent entity shows a negative balance sheet position in their own financial statements and has senior credit facilities which are due on 5 January 2026. The directors are confident that they are able to refinance or settle these borrowings, but there can be no assurance and therefore, the auditors of the parent entity have expressed their doubt over the company's ability to continue as a going concern within one year of the financial statements being issued.

The financial statements have been prepared assuming the company continues as a going concern, however, this is contingent upon its ultimate parent entity and the group as a whole remaining a going concern. As a result of this matter, there is a material uncertainty that may cast significant doubt upon the company's ability to continue as a going concern.

1.3
Turnover

The turnover shown in the profit and loss account represents gross bookings and consultancy work done during the year, where the company has substantially fulfilled its obligations, inclusive of commissions and exclusive of Value Added Tax.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.5
Tangible fixed assets

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

Computers
33% straight line

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 credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.

1.7
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.8
Financial instruments

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

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

1.9
Equity instruments

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

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.10
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 stock or fixed 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.

1.11
Retirement benefits

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

1.12
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
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
8
10
ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
3
Tangible fixed assets
Computers
£
Cost
At 1 January 2023
18,050
Additions
4,363
Disposals
(9,522)
At 31 December 2023
12,891
Depreciation and impairment
At 1 January 2023
8,935
Depreciation charged in the year
5,860
Eliminated in respect of disposals
(6,546)
At 31 December 2023
8,249
Carrying amount
At 31 December 2023
4,642
At 31 December 2022
9,115
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
-
0
86,893
Other debtors
-
0
1,194
Prepayments and accrued income
1,328
3,289
1,328
91,376
ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
140,850
55,350
Amounts owed to group undertakings
6,147,493
5,609,036
Other taxation and social security
148,693
28,366
Other creditors
19,721
5,383
Accruals and deferred income
100,951
98,851
6,557,708
5,796,986
6
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
90,000 A Odinary shares of 10p each
-
9,000
6,000 B Ordinary shares of 1p each
-
60
12,721 C Ordinary shares of 1p each
-
127
987,952 Ordinary shares of 1p each
9,880
-
0
9,880
9,187
Preference share capital
Issued and fully paid
69,231 A Preferred shares of 1p each
-
693
-
0
693

On 11th January 2023, all A ordinary shares were sub-divided from 10p shares to 1p shares.

 

On 11th January 2023, all existing A ordinary, A preferred shares, B ordinary shares and C Ordinary shares were converted to ordinary shares. Each share was given the right to vote and receive dividends and other distribution.

 

All ordinary shares rank pari passu.

ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Material uncertainty related 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.


We draw attention to Note 1.2 in the financial statements, which states that the auditors of the parent entity, Neptune Retail Solutions have expressed their doubt over the ability of the parent entity to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in note 1.2 which emphasises that the company's ability to remain a going concern is contingent upon its parent entity and the group as a whole remaining a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified for this matter.


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

Senior Statutory Auditor:
Matthew Anderson
Statutory Auditor:
UHY Hacker Young
Date of audit report:
17 June 2025
8
Events after the reporting date

As of 31st January 2024, the company has entered into a fixed and floating charge against its assets in favour of Cerebrus Business Finance Agency LLC. Full details of this charge can be found on Companies House.

As of 3rd June 2024, the company has entered into an additional fixed and floating charge against its assets in favour of Cerebrus Business Finance Agency LLC. Full details of this charge can be found on Companies House.

9
Related party transactions

The company has taken advantage of the exemptions available under FRS 102 not to disclose transactions between its parent company as the company is a wholly owned subsidiary.

ELEVAATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
10
Parent company

As of 31st December 2023, CB Neptune Topco Holdings, LLC (Incorporated in USA) was regarded by the directors as being the company's ultimate parent company.

 

The immediate parent company is Quotient Technology Limited, a registered company incorporated in England and Wales.

11
Share based payments

Share options were granted to employees of the company by the previous ultimate parent undertaking, Quotient Technology Inc. The parent company, Quotient Technology Inc., disclosed the full details of share based payments in its group financial statements.

12
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Creditors due within one year
Other creditors
(5,718,895)
(49,725)
(5,768,620)
Capital and reserves
Profit and loss reserves
(8,729,412)
(49,725)
(8,779,137)
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2022
£
£
£
Cost of sales
(15,858,887)
(49,725)
(15,908,612)
Loss for the financial period
(9,998,181)
(49,725)
(10,047,906)

The prior year adjustment relates to a cut-off error within accrued direct costs which is now material and therefore adjusted for.

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