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Registered number: 10401971
ROAMLER UK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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ROAMLER UK LIMITED
REGISTERED NUMBER: 10401971
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 June 2025.
The notes on pages 4 to 10 form part of these financial statements.
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ROAMLER UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 4 to 10 form part of these financial statements.
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ROAMLER UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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The notes on pages 4 to 10 form part of these financial statements.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Roamler UK Limited is a private company, limited by shares, registered in England and Wales, registration number 10401971. The registered office address is Alpha Tower, Suffolk Street, Queensway,
Birmingham, B1 1TT.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The turbulence of market circumstances in general and for Fast Moving Consumer Goods companies specifically, has led to budget challenges for a part of the Group’s customers. The developments in the Group’s key-accounts is healthy but some of the Group’s long-tail customers are reducing or delaying their spend. This has impacted the Group’s financial situation and liquidity. Also, given the loan repayments to be made as of 2024 onwards, increasing Days Sales Outstanding and cost of capital, the Group focuses more than ever on its cash flows allowing to continue its operations. Hence, management reviews the Group’s forecast and corresponding cash flows periodically whereby different scenarios are being run to determine the impact on liquidity.
In January 2024 the parent engaged in a convertible loan agreement for a maximum amount of €1,000,000 with three of its existing shareholders and one new party. The loan was made available and fully drawn in the period from January to March 2024. In addition, as per April 2024 the parent received a new equity investment of €5,000,000 from its existing shareholder Smartfin. Furthermore, three existing shareholders - participating in a convertible loan agreement converted their part of €500,000 into new shares. These transactions have further strengthened the Group's financial position.
In this context, management has proceeded with cost reduction measures and simultaneously started in 2025 a process for additional funding – to facilitate the next steps in the growth path - with current shareholders and is exploring other funding alternatives with banks and potential investors.
The UK Company is profitable and holds net current assets. For the conduct of its trade, the UK Company is reliant on technology held by other group companies and a significant proportion of its sales transactions are generated from global contracts handled at the group level. In addition the UK Company is a party to a Group wide fixed and floating charge over all the property and receivables of the Group.
It is anticipated that the Group will have negative cash flows in the year ending 31 December 2025 mainly due to the ongoing repayment of the loans to ABN Amro. Based on the current plan, it is materially uncertain whether the current funding will be sufficient to fund the Group for a period of at least twelve months following signature of these financial statements.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Going concern (continued)
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Should the Group be unable to arrange sufficient additional funding then it is unlikely that Roamler UK would be able to continue to trade without significant changes to its own trading and financing relationships.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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 following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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.
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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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.
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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Deferred tax asset
Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted.
To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised.
The Company has not recorded a deferred tax asset due to the uncertainty as to whether and when future taxable profits will arise. The taxable losses available to be offset against future taxable profits are £2,017,825 (2023 - £2,181,429).
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The average monthly number of employees, including directors, during the year was 32 (2023 - 31).
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Amounts owed by group undertakings
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Prepayments and accrued income
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Financial assets measured at fair value through profit or loss
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Financial assets measured at fair value through profit or loss comprise...
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Allotted, called up and fully paid
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1,001 (2023 - 1,001) Ordinary shares shares of £1.00 each
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ABN AMRO Bank N.V. holds a fixed and floating charge over all property and undertakings of the company.
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 £46,630 (2023 - £47,751). The amount payable to the fund at the balance sheet date was £9,171 (2023 - £7,566).
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ROAMLER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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Roamler UK Limited has taken the exemption under FRS 102, section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other companies that are wholly owned within the group.
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The immediate parent company is Roamler B.V., a company incorporated in the Netherlands whose registered office is 20-26, Ndsm-Plein, Amsterdam, Netherlands, 1033 WB. The results of the Company are included in the consolidated financial statements of Roamler B.V.
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that there is a material uncertainty as to whether the group has sufficient funding to be able to financially support the UK company for a period of at least twelve months from the date of signing these financial statements. The company is reliant on trading and financing relationships with its parent company. It is likely that the group will require additional funding, in order to be able to support this company, before the end of 2025. The group has been successful in receiving funding from its equity investors and debt funders historically and whilst management expect that additional capital will be forthcoming, given the current economic environment, the group's overall dependency on certain strategic customers and suppliers, funding covenants, volatile net working capital and potential changes in legislation, there is no guarantee as to whether additional investment that is required by the parent company will be available to enable the parent company to continue As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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The audit report was signed on 20 June 2025 by Detlev Anderson (Senior Statutory Auditor) on behalf of Kinnair Associates Limited.
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