| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| EDGE PETROL LIMITED |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| EDGE PETROL LIMITED |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 4 |
| EDGE PETROL LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Chartered Accountants |
| 55 Loudoun Road |
| St John's Wood |
| London |
| NW8 0DL |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| Investments | 6 |
| CURRENT ASSETS |
| Debtors | 7 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 8 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| BALANCE SHEET - continued |
| 31 DECEMBER 2024 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Edge Petrol Limited is a |
| 2. | ACCOUNTING POLICIES |
| 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. |
| The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group. |
| Going concern |
| At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operation existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
| Turnover |
| Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT. Income received in advance is recognised on a straight line basis over the term of the subscription. |
| Intangible assets |
| Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. |
| Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Patents 3 year straight line |
| Website 3 year straight line |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Computer equipment 3 year straight line and 10 year 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. |
| Fixed asset investments |
| Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.. |
| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
| Impairment of fixed assets |
| At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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. |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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, 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. |
| Other financial liabilities |
| Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| The tax expense represents the sum of the tax currently payable or refundable and deferred tax. |
| Current tax |
| Current tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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. |
| R&D tax credit claims are recognised on a receivable basis. |
| Deferred tax |
| Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. |
| Research and development |
| 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. |
| 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. |
| Retirement benefits |
| Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
| 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 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 |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Share based payments |
| Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value determined by an independent valuation. 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. |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Patents | Website | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Computer |
| equipment |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 6. | FIXED ASSET INVESTMENTS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Investments | 1 | 1 |
| Fixed assets investments represent the Company’s investment in Edge Petrol Inc., a wholly owned US subsidiary. |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Taxation and social security |
| Other creditors |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary share capital | £0.0001 | 250 | 239 |
| During the year, the Company issued 20,567 ordinary shares at 0.0001p per share at a premium of £22.616 per share. |
| During the year, the Company issued a further 53,555 ordinary shares at 0.0001p per share at a premium of £22.616 per share. |
| During the year, the Company issued 35,106 ordinary shares of 0.0001p per share at par. |
| Costs of £21,371 in relation to the share issue have been recognised within share premium. |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | SHARE-BASED PAYMENT TRANSACTIONS |
| The company operates approved (Enterprise Management Incentive - EMI and US Incentive Stock Options - ISO) and unapproved equity settled share-based remuneration schemes. |
| EMI Scheme |
| Under the EMI scheme, the company has granted options in 6 tranches. Tranche 1 and Tranche 5 options can be vested at any time within the 10-year term of the options. Tranche 2 to 4 options can only be vested if : |
| a) if the employee is a good leaver, or |
| b) under terms commonly appropriate for vesting such as death or incapacity , or |
| c) provided the option holder has held the options for at least 3 years from September 1 in each |
| year. |
| For the Tranche 6 options, 25% can be vested at any time within the 10-year term of the options and 75% subject to the achievement of a performance condition by 31 March 2025. |
| US ISO scheme |
| Under the US ISO scheme, the company has granted options in 3 tranches. Tranche 1 options may not be exercised after the 10-year anniversary of the date of grant or until 1 year after the date of grant unless the Board agrees otherwise or if circumstances such as change of control, sale,de-merger or an IPO occur or unless the option holder leaves the company's employ as a 'good leaver' or by reason of death. |
| Tranche 2 options can be vested at any time within the 10-year term of the options. |
| For the Tranche 3 options, 25% can be vested at any time within the 10-year term of the options and 75% subject to the achievement of a performance condition by 31 March 2025. |
| Unapproved scheme |
| The options granted under the unapproved share schemes can normally only be cashed provided the option holder has held the options for at least 3 years on or after 1 September in any calendar year, or if there is an Exit event within the 10-year term of the options and if the person is still in service. However, this is subject to the normal exceptions, notably leaving the Company's service as a "good leaver" e.g. by death or incapacity or if there is an earlier asset sale, capital raising, share sale or listing or other exit. The Board also retains discretion to permit the option holder to cash the options at any time. |
| The options outstanding at 31 December 2024 had an exercise price ranging from £0.0001 to £22.62, and a remaining contractual life of between 3.2 and 8.9 years. |
| The fair value of options granted in the year was determined by reference to an independent valuation carried out at the time of the grant. |
| EDGE PETROL LIMITED (REGISTERED NUMBER: 09634738) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Number of share options | Weight average exercise price |
| 2024 | 2023 | 2024 | 2023 |
| Number | Number | £ | £ |
| Outstanding at 1 January 2024 | 167,352 | 104,407 | 9.31 | 9.53 |
| Granted | 7,750 | 98,276 | 8.97 | 8.86 |
| Forfeited | - | (35,265 | ) | - | (10.61 | ) |
| Exercised | (35,106 | ) | (66 | ) | 0.0001 | 22.62 |
| Outstanding at 31 December 2024 | 139,996 | 167,352 | 9.22 | 9.31 |
| Exercisable at 31 December 2024 | 72,943 | 75,937 | 8.3606 | 8.5604 |
| 11. | RELATED PARTY TRANSACTIONS |
| The Company has taken advantage of the exemption available in accordance with FRS 102 1AC.35 'Related party disclosures' not to disclose transactions entered into between two or more members of a group, as the company and the other subsidiaries are wholly owned subsidiary undertakings of the group to which they are party to the transactions. |
| 12. | EVENTS AFTER THE REPORTING DATE |
| As of the date of signing of these financial statements, there have been no other significant events that require disclosure in, or adjustment to the financial statements as at 31 December 2024 |