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GARVIS AI LIMITED
Registered number: 14287906
Directors' report and
unaudited financial statements
For the period ended 31 August 2023
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GARVIS AI LIMITED
REGISTERED NUMBER: 14287906
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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GARVIS AI LIMITED
REGISTERED NUMBER: 14287906
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2023
The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006.
Members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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 by:
The notes on pages 3 to 11 form part of these financial statements.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
Garvis AI Limited (the "Company") is a private company, limited by shares, and incorporated in the United Kingdom. The registered number of the Company is 14287906. The address of its registered office is 30 Old Bailey, London, United Kingdom, EC4M 7AU.
The Company was incorporated on 10 August 2022 and has prepared its accounts for the 13-month period ending 31 August 2023.
The principal activity of the Company is that of a holding company for companies developing and implementing AI-first supply chain management software.
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 financial statements have been presented in Pound Sterling which is also the Company's functional currency. This is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
These financial statements therefore present information about the Company as an individual undertaking and not about its Group.
The financial statements are prepared on a going concern basis. The Company remains assured of the financial support by the shareholders. The Directors have received confirmation that the shareholders will continue to support the Company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due in the foreseeable future. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation 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.
All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'administrative expenses'.
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Current and deferred taxation
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivables 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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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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss).
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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There were no employees during the period. The Directors of the Company were employed by other entities within the Group.
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The Company paid no remuneration to the Directors in respect of their services provided to the Company during the period.
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The Directors were remunerated by other Group companies, and because they serve as Directors for several companies within the Group, it is not possible to reliably estimate their remuneration specifically for their services to the Company.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
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Investments in subsidiary companies
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
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The following were subsidiary undertakings of the Company:
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Logility BV
(formerly "Garvis BV")
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Kernenergiestraat 19
Antwerp 2610, Belgium
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Software development and sales
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470 E Paces Ferry NE, Atlanta, Georgia, 30305, United USA
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Software development and services
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* Indirect subsidiary.
The Company holds a 50% interest in Garvis AI Pvt. Ltd. (India) through its wholly owned subsidiary Logility BV (formerly "Garvis BV") in Belgium and exercises significant influence over it. The remaining 50% interest is owned by a family member of a founder of Garvis BV and shareholder of the Company. Its principal activity is Software development and sales and registered address is 376, Lokmanya Nagar, Kesar Bagh Road, Indore G.P.O., Indore, Madhya Pradesh, India, 452001.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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Creditors: amounts falling due within one year
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Allotted, called up and fully paid
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1,000,000 Ordinary shares of £0.01 each
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767,864 Preferred shares of £0.01 each
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Ordinary shares have attached to them full voting, dividend and capital distribution (including upon winding up) rights; they do not confer any rights of redemption or fixed dividend entitlements.
The capital distribution rights attached to Preferred shares shall rank in priority to the Ordinary shares.
Preferred shares have attached to them full voting and dividend rights but do not confer any rights of redemption. The Directors have considered the rights associated with the Preferred shares along with the legal terms of the Preferred shares and consider that these represent an equity instrument and have accounted for them as such.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
8.Share capital (continued)
At the time of incorporation, the Company issued one Ordinary share with a nominal value of £1, in exchange for £1.
On 25 August 2022, the Company sub-divided 1 Ordinary share into 100 Ordinary shares of £0.01 each.
Between 25 August 2022 to 5 June 2023, the Company issued additional shares as follows:
999,900 Ordinary shares with a nominal value of £0.01 for £0.0438 per share.
600,060 Preferred shares with a nominal value of £0.01 for £5.7557 per share.
167,804 Preferred shares with a nominal value of £0.01 for £4.3168 per share.
Consideration, in excess of the nominal value was transferred to the share premium account.
Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss account
This reserve represents the cumulative losses of the Company.
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Related party transactions
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The Company has taken advantage of the exemption from disclosing related party transactions undertaken between wholly owned members of the group.
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Post balance sheet events
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In September 2023, 100% of the Company and its subsidiary undertakings were acquired by American Software, Inc.
In April 2025, the Company's ultimate parent was acquired by Aptean Inc.
There have been no other significant events affecting the Company since the period end.
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GARVIS AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
There was no identifiable ultimate controlling party of the Company at the period end, 31 August 2023.
Subsequent to the balance sheet date, following the acquisition in September 2023, the Company’s ultimate controlling party became American Software, Inc., a company incorporated in the United States. Its registered address is 470 East Paces Ferry Rd, Atlanta, Georgia, 30305 USA.
In April 2025, the Company's ultimate parent was acquired by the Aptean group. Since this date and at the date of signing the financial statements the ultimate controlling parties are TA Associates, Charlesbank and Insight Partners by virtue of their voting rights in Beantown Newco Limited.
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