Company No: 04368234 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	36,458		53,174
Tangible assets	4	914,236		726,662
Investments	5	40,607		40,607
		991,301		820,443
Current assets
Debtors
- due within one year	6	793,372		1,057,050
- due after more than one year	6	6,334		4,368
Cash at bank and in hand		300,992		950,420
		1,100,698		2,011,838
Creditors: amounts falling due within one year	7	( 1,918,937)		( 2,169,613)
Net current liabilities		(818,239)		(157,775)
Total assets less current liabilities		173,062		662,668
Creditors: amounts falling due after more than one year	8	( 387,687)		( 582,411)
Provision for liabilities	9	( 35,228)		( 83,677)
Net liabilities		( 249,853)		( 3,420)
Capital and reserves
Called-up share capital	10	50,000		50,000
Revaluation reserve		196,923		0
Profit and loss account		( 496,776 )		( 53,420 )
Total shareholder's deficit		( 249,853)		( 3,420)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• 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; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Groupia Ltd (registered number: 04368234) were approved and authorised for issue by the Board of Directors on 03 September 2025. They were signed on its behalf by:

S J B Denning Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Groupia Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 2nd Floor 30-32, Westgate Buildings, Bath, BA1 1EF, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council.

The functional currency of Groupia Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements and have provided cash flow statements to support the going concern basis. The directors note that the business has net liabilities of £249,853. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and is recognized on a departure basis. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

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. Amortisation is provided on the following bases:

Development costs

4 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line/reducing balance basis over its expected useful life, as follows:

Land and buildings	50 years straight line
Vehicles	25 % reducing balance
Fixtures and fittings	4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

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

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	29		27

3. Intangible assets

	Development costs		Total
	£		£
Cost
At 01 January 2024	312,425		312,425
Additions	6,934		6,934
At 31 December 2024	319,359		319,359
Accumulated amortisation
At 01 January 2024	259,251		259,251
Charge for the financial year	23,650		23,650
At 31 December 2024	282,901		282,901
Net book value
At 31 December 2024	36,458		36,458
At 31 December 2023	53,174		53,174

4. Tangible assets

	Land and buildings		Vehicles		Fixtures and fittings		Total
	£		£		£		£
Cost
At 01 January 2024	834,592		22,000		179,478		1,036,070
Additions	0		7,000		5,631		12,631
Revaluations	62,742		0		0		62,742
At 31 December 2024	897,334		29,000		185,109		1,111,443
Accumulated depreciation
At 01 January 2024	118,872		19,308		171,228		309,408
Charge for the financial year	16,692		1,694		3,594		21,980
Adjustments on revaluations	( 134,181)		0		0		( 134,181)
At 31 December 2024	1,383		21,002		174,822		197,207
Net book value
At 31 December 2024	895,951		7,998		10,287		914,236
At 31 December 2023	715,720		2,692		8,250		726,662

5. Fixed asset investments

	Other investments		Total
	£		£
Cost or valuation before impairment
At 01 January 2024	40,607		40,607
At 31 December 2024	40,607		40,607
Carrying value at 31 December 2024	40,607		40,607
Carrying value at 31 December 2023	40,607		40,607

6. Debtors

	2024		2023
	£		£
Debtors: amounts falling due within one year
Trade debtors	3,658		3,218
Amounts owed by directors	895		72,734
Prepayments	637,861		695,499
Corporation tax	49,425		2,474
Other debtors	101,533		283,125
	793,372		1,057,050
Debtors: amounts falling due after more than one year
Prepayments	6,334		4,368

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans (secured)	211,380		211,280
Trade creditors	12,540		17,740
Accruals and deferred income	1,656,126		1,851,857
Other taxation and social security	30,904		41,956
Other creditors	7,987		46,780
	1,918,937		2,169,613

Included within bank loans and overdrafts is an amount of £176,960 (2023: £176,960) that is secured on the property to which it relates.

Included within bank loans and overdrafts is an amount of £34,420 (2023: £34,320) that is secured on the fixed and floating charges over the assets of the company.

8. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Bank loans (secured £ 369,493)	369,494		569,577
Deferred income	18,193		12,834
	387,687		582,411

Included within bank loans and overdrafts is an amount of £295,760 (2023: £318,883) that is secured on the property to which it relates.

Included within bank loans and overdrafts is an amount of £73,734 (2023: £250,694 that is secured on the fixed and floating charges over the assets of the company.

9. Provision for liabilities

	2024		2023
	£		£
Deferred tax	23,228		31,224
Other provisions	12,000		52,453
	35,228		83,677

Other provisions is made up of a dilapidation provision and repairs, and reflects management’s best estimate given available information and data.

10. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
45,000 Ordinary A shares of £ 1.00 each	45,000		45,000
2,500 Ordinary B shares of £ 1.00 each	2,500		2,500
2,500 Ordinary C shares of £ 1.00 each	2,500		2,500
	50,000		50,000

11. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2024		2023
	£		£
within one year	12,500		30,000
between one and five years	0		15,000
	12,500		45,000

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

	2024		2023
	£		£
Unpaid contributions due to the fund (inc. in other creditors)	4,368		4,892

12. Related party transactions

At the year end directors owed £895 (2023: £72,734) to the company. There are no repayment terms on these loans and interest is charged at HMRC's official rate.

A balance of £161,024 (2023: £nil) owed to the Company by directors was written off in the year. This is included within Exceptional items (See Note 13) in the Statement of Income and Retained Earnings.

Directors charged the company £85,500 (2023: £70,974) for the provision of accommodation that is re-let as a furnished holiday unit.

At year end the company was owed £nil (2023: £161,024) by a company under common control. This loan is interest free and repayable on demand. The company was charged £nil (2023: £54,626) for consultancy services provided by the company under common control.

At year end the company owed £nil (2023: £36,371) to a trust under the control of a director.

The company was charged £12,057 (2023: £12,785) for consultancy services provided by a shareholder.

13. Exceptional Items

Directors loan

	2024		2023
	£		£
Directors loan waiver	(222,369)		0

The loan due from Mr Simon Denning, a Director of Groupia Limited, has been forgiven during the year. This decision reflects Mr Denning’s exceptional and ongoing support to the company from 2020 to date, which has included, inter alia, the waiver of his salary and pension entitlements, and the provision of business accommodation at no cost.