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42 CRUNCH LIMITED









DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
42 CRUNCH LIMITED
 

CONTENTS



Page
Company Information
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Profit and Loss Account
 
8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 31


 
42 CRUNCH LIMITED
 
 
COMPANY INFORMATION


DIRECTORS
Jacques Declas 
Philippe Leothaud 
Alberto Gómez 
Tushar Kothari 
Tansel Ismail 




COMPANY SECRETARY
Maria McWalter



REGISTERED NUMBER
9900322



REGISTERED OFFICE
71-75 Shelton Street
Covent Garden

London

United Kingdom

WC2H 9JQ




INDEPENDENT AUDITORS
Crowe Ireland

Chartered Accountants and Statutory Audit Firm

40 Mespil Road

Dublin 4

D04 C2N4




BANKERS
HSBC UK Bank PLC
60 Queen Victoria Street

London

EC4N 4TR




SOLICITORS
Taylor Wessing LLP
5 New Street Square

London

United Kingdom

EC4A 3TW




Page 1

 
42 CRUNCH LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.
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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PRINCIPAL ACTIVITY

The principal activity of the Group is the provision of API security.

DIRECTORS

The Directors who served during the year were:

Jacques Declas 
Philippe Leothaud 
Isabelle Mauny (resigned 27 March 2024)
Alberto Gómez 
Nazo Moosa (resigned 12 August 2024)
Tushar Kothari (appointed 4 November 2024)
Tansel Ismail (appointed 26 June 2024)

In accordance with the Company constitution, the Directors are not required to retire by rotation.

Page 2

 
42 CRUNCH LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

AUDITORS

The auditorsCrowe Irelandwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

SMALL COMPANIES NOTE

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the Board and signed on its behalf.
 





Jacques Declas
Director
Philippe Leothaud
Director


Date: 22 July 2025
Date: 22 July 2025

Page 3

 
42 CRUNCH LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF 42 CRUNCH LIMITED
 

OPINION


We have audited the financial statements of 42 Crunch Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 4

 
42 CRUNCH LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF 42 CRUNCH LIMITED (CONTINUED)


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the 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.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Group and the parent 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.


Page 5

 
42 CRUNCH LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF 42 CRUNCH LIMITED (CONTINUED)


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


AUDITORS' 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 Auditors' 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 Group 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:

- carrying out substantive checking to supporting documents on a sample basis of individual transactions within income and expenditure to give comfort that on a sample basis the Company does not contain any irregular items;
- verifying that material balances within the Balance Sheet are supported by third party evidence to confirm the existence and valuation of these balances at the Balance Sheet date;
- enquiring of management and those charged with governance;
- reviewing financial statement disclosures and testing to supporting documentation to assess compliance; and
- performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the Company rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 6

 
42 CRUNCH LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF 42 CRUNCH LIMITED (CONTINUED)


USE OF OUR 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 2006Our 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 Auditors' 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.





George Kennington (Senior Statutory Auditor)
for and on behalf of
Crowe Ireland
Chartered Accountants and Statutory Audit Firm
40 Mespil Road
Dublin 4
D04 C2N4

28 July 2025
Page 7

 
42 CRUNCH LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
$
$

Turnover
  
2,897,639
2,351,818

Gross profit
  
2,897,639
2,351,818

Administrative expenses
  
(7,172,199)
(7,965,065)

Other operating income
 4 
359,561
-

Operating loss
 5 
(3,914,999)
(5,613,247)

Interest receivable and similar income
 9 
67,001
-

Interest payable and similar expenses
 10 
(338,602)
(78,796)

Loss before tax
  
(4,186,600)
(5,692,043)

Tax on loss
  
(993)
637,709

Loss for the financial year
  
(4,187,593)
(5,054,334)

Loss for the year attributable to:
  

Owners of the parent
  
(4,187,593)
(5,054,334)

  
(4,187,593)
(5,054,334)

The notes on pages 14 to 31 form part of these financial statements.

Page 8

 
42 CRUNCH LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
$
$


Loss for the financial year
  
(4,187,593)
(5,054,334)


Currency translation differences
  
635,615
177,344

Other comprehensive income for the year
  
635,615
177,344

Total comprehensive income for the year
  
(3,551,978)
(4,876,990)

(Loss) for the year attributable to:
  


Owners of the parent Company
  
(4,187,593)
(5,054,334)

Total comprehensive income attributable to:
  


Owners of the parent Company
  
(3,551,978)
(4,876,990)

The notes on pages 14 to 31 form part of these financial statements.

Page 9

 
42 CRUNCH LIMITED
REGISTERED NUMBER: 9900322

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
$
$

Fixed assets
  

Intangible assets
 11 
1,217
15,471

Tangible fixed assets
 12 
19,224
39,819

  
20,441
55,290

Current assets
  

Debtors: amounts falling due after more than one year
 14 
77,345
58,819

Debtors: amounts falling due within one year
 14 
2,408,701
3,251,468

Cash at bank and in hand
 15 
2,371,806
2,222,945

  
4,857,852
5,533,232

Creditors: amounts falling due within one year
 16 
(4,772,399)
(4,086,599)

Net current assets
  
 
 
85,453
 
 
1,446,633

Creditors: amounts falling due after more than one year
 17 
(4,161,936)
(2,005,987)

Net liabilities
  
(4,056,042)
(504,064)


Capital and reserves
  

Called up share capital 
 20 
36,993
36,993

Share premium account
  
25,814,751
25,814,751

Profit and loss account
  
(29,907,786)
(26,355,808)

Equity attributable to owners of the parent Company
  
(4,056,042)
(504,064)


The Company's financial statements have been prepared in accordance with the 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: 




Jacques Declas
Philippe Leothaud
Director
Director


Date: 22 July 2025
Date:22 July 2025

The notes on pages 14 to 31 form part of these financial statements.

Page 10

 
42 CRUNCH LIMITED
REGISTERED NUMBER: 9900322

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
$
$

Fixed assets
  

Intangible assets
 11 
1,217
15,471

Tangible assets
 12 
3,098
6,424

Fixed asset investments
 13 
322
327

  
4,637
22,222

Current assets
  

Debtors: amounts falling due within one year
 14 
13,101,071
13,238,859

Cash at bank and in hand
 15 
40,218
50,748

  
13,141,289
13,289,607

Creditors: amounts falling due within one year
 16 
(589,218)
(764,281)

Net current assets
  
 
 
12,552,071
 
 
12,525,326

Total assets less current liabilities
  
12,556,708
12,547,548

Creditors: amounts falling due after more than one year
 17 
(4,161,936)
(2,005,987)

Net assets
  
8,394,772
10,541,561


Capital and reserves
  

Called up share capital 
 20 
36,993
36,993

Share premium account
  
25,814,751
25,814,751

Profit and loss account carried forward
  
(17,456,972)
(15,310,183)

  
8,394,772
10,541,561


The Company's financial statements have been prepared in accordance with the 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: 


Jacques Declas
Philippe Leothaud
Director
Director


Date:22 July 2025
Date:22 July 2025

The notes on pages 14 to 31 form part of these financial statements.

Page 11

 
42 CRUNCH LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

$
$
$
$

At 1 January 2024
36,993
25,814,751
(26,355,808)
(504,064)


Comprehensive income for the year

Loss for the year
-
-
(4,187,593)
(4,187,593)

Foreign exchange movement
-
-
635,615
635,615


At 31 December 2024
36,993
25,814,751
(29,907,786)
(4,056,042)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

$
$
$
$

At 1 January 2023
34,199
22,310,820
(21,478,818)
866,201


Comprehensive income for the year

Loss for the year
-
-
(5,054,334)
(5,054,334)

Foreign exchange movement
-
-
177,344
177,344

Shares issued during the year
2,794
3,503,931
-
3,506,725


At 31 December 2023
36,993
25,814,751
(26,355,808)
(504,064)


The notes on pages 14 to 31 form part of these financial statements.

Page 12

 
42 CRUNCH LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

$
$
$
$

At 1 January 2024
36,993
25,814,751
(15,310,183)
10,541,561


Comprehensive income for the year

Loss for the year
-
-
(2,011,281)
(2,011,281)

Currency translation differences
-
-
(135,508)
(135,508)


At 31 December 2024
36,993
25,814,751
(17,456,972)
8,394,772



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

$
$
$
$

At 1 January 2023
34,199
22,310,820
(12,289,889)
10,055,130


Comprehensive income for the year

Loss for the year
-
-
(3,508,361)
(3,508,361)

Currency translation differences
-
-
488,067
488,067

Shares issued during the year
2,794
3,503,931
-
3,506,725


At 31 December 2023
36,993
25,814,751
(15,310,183)
10,541,561


The notes on pages 14 to 31 form part of these financial statements.

Page 13

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


GENERAL INFORMATION

The principal activity of the group is the provision of API security.
The Company is a limited liability company incorporated and domiciled in the United Kingdom. The Company's registered office is 71-75 Shelton Street, Convent Garden, London, WC2H 9JQ and its company registration number is 9900322. The Company is tax resident in the United Kingdom.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 14

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.3

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional currency is STG. This differs from the presentational currency which is USD.

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 Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

Page 15

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.5

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Profit and Loss Account in the same period as the related expenditure.

 
2.6

INTEREST INCOME

Interest income is recognised in the Profit and Loss Account using the effective interest method.

 
2.7

FINANCE COSTS

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.

 
2.8

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

PENSIONS

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.10

TAXATION

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 balance sheet date in the countries where the Company and the Group operate and generate income.


Page 16

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.11

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.12

INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

TANGIBLE FIXED ASSETS

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:

Leasehold improvements
-
11%
Fixtures and fittings
-
20%
Computer equipment
-
33%

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.

Page 17

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.14

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

DEBTORS

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.

 
2.16

CASH AND CASH EQUIVALENTS

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.

 
2.17

CREDITORS

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.

 
2.18

HOLIDAY PAY ACCRUAL

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.19

FINANCIAL INSTRUMENTS

The Group 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 Group's Balance Sheet when the Group 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
Page 18

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.19
FINANCIAL INSTRUMENTS (continued)

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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Page 19

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.19
FINANCIAL INSTRUMENTS (continued)

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.


3.


GOING CONCERN

During 2024 the 42Crunch Group spent $7 million in relation to product research and development and administration expenses. All of this has been expensed to the Profit and Loss account. The Directors have reviewed the plans and projections of the group and are confident of 42 Crunch’s ability to attract revenues. The Directors have forecast that at the current stage of development the Group will focus on building its sales pipeline whilst also reducing its annual expenditure. The Group is projecting to reduce the loss before tax significantly in 2025. The group is forecasting to incur losses in 2025 for the year as a whole but anticipates being profitable in Quarter 3 of 2026. Albeit the Group is forecast to make losses up to Quarter 2 of 2026 the cashflow projections show that the company will have sufficient funds available to meet its obligations as they fall due.  
In view of the foregoing, the financial statements are prepared on a going concern basis.

Page 20

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


OTHER OPERATING INCOME

2024
2023
$
$

Government grants receivable
359,561
-

359,561
-



5.


OPERATING LOSS

The operating loss is stated after charging:

2024
2023
$
$

Exchange differences
605,568
234,789

Depreciation of tangible fixed assets
25,038
35,109

Amortisation of intangible assets
14,290
14,511


6.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
$
$

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
35,719
32,438


7.


EMPLOYEES

The average monthly number of employees, including the Directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Ireland
9
10
-
-



United Kingdom
4
4
4
4



United States of America
7
9
-
-



France
9
9
-
-

29
32
4
4

Page 21

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


DIRECTORS' REMUNERATION

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Director's emoluments
294,228
352,463
127,516
114,908

Directors pension
15,567
14,793
1,688
1,643

309,795
367,256
129,204
116,551


During the year retirement benefits were accruing to 2 Directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of $133,509 (2023 - $174,579)

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to $13,879 (2023 - $13,150).

The amount of the accrued lump sum in respect of the highest paid Director at 31 December 2024 amounted to $NIL (2023 - $NIL).


9.


INTEREST RECEIVABLE

2024
2023
$
$


Bank interest receivable
67,001
-

67,001
-


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
$
$


Loan interest payable
338,602
78,796

338,602
78,796

Page 22

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


INTANGIBLE ASSETS

Group and Company





Computer software

$



Cost


At 1 January 2024
44,555


Foreign exchange movement
(749)



At 31 December 2024

43,806



Amortisation


At 1 January 2024
29,084


Charge for the year on owned assets
14,290


Foreign exchange movement
(785)



At 31 December 2024

42,589



Net book value



At 31 December 2024
1,217



At 31 December 2023
15,471



Page 23

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


TANGIBLE FIXED ASSETS

Group






Leasehold improvements
Office equipment
Computer equipment
Total

$
$
$
$



Cost or valuation


At 1 January 2024
5,735
10,089
130,206
146,030


Additions
-
-
8,857
8,857


Disposals
-
(924)
(14,695)
(15,619)


Exchange adjustments
(343)
(451)
(4,424)
(5,218)



At 31 December 2024

5,392
8,714
119,944
134,050



Depreciation


At 1 January 2024
1,448
7,615
97,148
106,211


Charge for the year on owned assets
625
691
23,722
25,038


Disposals
-
(504)
(11,653)
(12,157)


Exchange adjustments
(113)
(405)
(3,748)
(4,266)



At 31 December 2024

1,960
7,397
105,469
114,826



Net book value



At 31 December 2024
3,432
1,317
14,475
19,224



At 31 December 2023
4,287
2,474
33,058
39,819

Page 24

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           12.TANGIBLE FIXED ASSETS (CONTINUED)


Company






Office equipment
Computer equipment
Total

$
$
$

Cost or valuation


At 1 January 2024
920
16,028
16,948


Additions
-
2,235
2,235


Disposals
(924)
(5,178)
(6,102)


Exchange adjustments
4
(207)
(203)



At 31 December 2024

-
12,878
12,878



Depreciation


At 1 January 2024
349
10,175
10,524


Charge for the year on owned assets
153
3,395
3,548


Disposals
(504)
(3,623)
(4,127)


Exchange adjustments
2
(167)
(165)



At 31 December 2024

-
9,780
9,780



Net book value



At 31 December 2024
-
3,098
3,098



At 31 December 2023
571
5,853
6,424






Page 25

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2024
327


Foreign exchange movement
(5)



At 31 December 2024
322





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Country of incorporation

Class of shares

Holding

42Crunch Security Systems Limited
54 Merrion Square, Dublin, Ireland, D02CX30
Ireland
Ordinary
100%
42Crunch Inc.
16192 Coastal Highway, DE-19958
United States of America
Ordinary
100%
42Crunch SAS
223 Avenue Clément Ader, 34170 Castelnau-le-Lez
France
Ordinary
100%







Page 26

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


DEBTORS

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Due after more than one year
  

Other debtors
  
77,345
58,819
-
-

  
77,345
58,819
-
-


Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Due within one year
  

Trade debtors
  
1,257,940
1,958,946
217,980
5,611

Amounts owed by group undertakings
 25 
-
-
12,819,697
13,131,711

Other debtors
  
955,231
1,067,460
365
12,730

Prepayments and accrued income
  
195,530
205,210
63,029
68,955

Tax recoverable
  
-
19,852
-
19,852

  
2,408,701
3,251,468
13,101,071
13,238,859



15.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Cash at bank and in hand
2,371,806
2,222,945
40,218
50,748

Less: bank overdrafts
-
(21,120)
-
-

2,371,806
2,201,825
40,218
50,748


Page 27

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


CREDITORS: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Bank overdrafts
  
-
21,120
-
-

Bank loans
  
7,050
56,063
7,050
6,990

Trade creditors
  
172,770
241,646
68,570
165,116

Amounts owed to group undertakings
 25 
-
-
197,409
414,713

Taxes payable
  
97,056
75,098
37,666
36,484

Other creditors
  
128,728
71,141
4,555
5,526

Accruals and deferred income
  
4,366,795
3,621,531
273,968
135,452

  
4,772,399
4,086,599
589,218
764,281



17.


CREDITORS: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Bank loans
3,422
11,687
3,422
11,687

Other loans
4,158,514
1,994,300
4,158,514
1,994,300

4,161,936
2,005,987
4,161,936
2,005,987



18.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Amounts falling due within one year

Bank loans
7,050
56,063
7,050
6,990

Amounts falling due 1-2 years

Bank loans
3,422
11,687
3,422
11,687

Other loans
4,158,514
-
4,158,514
-

Amounts falling due 2-5 years

Other loans
-
1,994,300
-
1,994,300

4,168,986
2,062,050
4,168,986
2,012,977


Page 28

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


FINANCIAL INSTRUMENTS

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Financial assets

Financial assets measured at fair value through profit or loss
2,371,806
2,201,825
40,218
50,748

Financial assets that are debt instruments measured at amortised cost
2,290,516
3,085,225
13,038,042
13,150,052

4,662,322
5,287,050
13,078,260
13,200,800


Financial liabilities

Financial liabilities measured at amortised cost
(4,470,484)
(2,374,837)
(4,439,520)
(2,598,332)


Financial assets measured at fair value through profit or loss comprise of cash and cash equivalents and forward exchange contracts.


Financial assets that are debt instruments measured at amortised cost comprise of trade debtors, other debtors and amounts owed by group undertakings.


Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, bank loans, other loans and amounts owed to group undertakings.


20.


SHARE CAPITAL

2024
2023
$
$
Allotted, called up and fully paid



1,291,966 (2023 - 1,291,966) Ordinary shares of £0.01 each
16,765
16,765
467,566 (2023 - 467,566) Preference A shares of £0.01 each
6,068
6,068
876,916 (2023 - 876,916) Preference B1 shares of £0.01 each
11,379
11,379
221,298 (2023 - 221,298Preference B2 shares of £0.01 each
2,781
2,781

36,993

36,993


Page 29

 
42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


SHARE-BASED PAYMENTS


Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

543

308,769

544
 
213,719
 
Granted during the year

608

47,200

542
 
131,515
 
Forfeited during the year

555

(57,901)

543
 
(35,465)
 
Exercised during the year

0

-

542
 
(1,000)
 
Outstanding at the end of the year
555

298,068

543
 
308,769
 



2024
2023
$
$


Equity-settled schemes
2,070,493
2,079,378

2,070,493
2,079,378


22.


PENSION COMMITMENTS

Where local regulations require, the Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost represents contributions payable by the Group to the fund and amounted to $134,980 (2023: $222,314). At the end of the year contributions due amounted to $56,049 (2023: $36,223).

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42 CRUNCH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
$
$

Not later than 1 year
29,837
33,017

Later than 1 year and not later than 5 years
65,825
-

Later than 5 years
8,228
-

103,890
33,017


24.OTHER FINANCIAL COMMITMENTS

The Group is party to security on group borrowings whereby Flow Capital Corp holds fixed and floating charges over the assets in the group. 


25.


RELATED PARTY TRANSACTIONS

The Directors have taken advantage of the exemption under FRS102 Section 33.1A, Related Party Disclosures, and have not disclosed transactions with group companies as all transactions entered into with related parties are with wholly owned subsidiaries of 42 Crunch Limited.

26.


POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

 
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