Company No:
Contents
| DIRECTORS | Dr Sascha Meskendahl |
| Dr Jens Wohltorf |
| REGISTERED OFFICE | 66 Lincoln's Inn Fields |
| London | |
| WC2A 3LH | |
| United Kingdom |
| COMPANY NUMBER | 11749648 (England and Wales) |
| AUDITOR | Gravita Audit Oxford LLP |
| Statutory Auditor | |
| First Floor, Park Central | |
| 40-41 Park End Street | |
| Oxford | |
| OX1 1JD |
| BANKERS | Citibank Europe Plc, UK Branch |
| 33 Canada Square | |
| Canary Wharf | |
| London | |
| E14 5LB | |
| United Kingdom |
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Restated - note 2 | ||||
| Fixed assets | ||||
| Tangible assets | 4 |
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| 13,399 | 19,223 | |||
| Current assets | ||||
| Debtors | 5 |
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| Cash at bank and in hand |
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| 1,190,404 | 817,766 | |||
| Creditors: amounts falling due within one year | 6 | (
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| Net current assets | 680,031 | 466,640 | ||
| Total assets less current liabilities | 693,430 | 485,863 | ||
| Net assets |
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| Capital and reserves | ||||
| Called-up share capital |
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| Other reserves |
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| Profit and loss account | (
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| Total shareholder's funds |
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The financial statements of Blacklane Havn UK Ltd (registered number:
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Dr Jens Wohltorf
Director |
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.
Blacklane Havn UK Ltd (the Company) 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 66 Lincoln's Inn Fields, London, WC2A 3LH, 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 and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The functional currency of Blacklane Havn UK Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the Parent company, Blacklane GmbH, has historically provided financial support to the Company. The Company's own sales ceased in 2022 and it continues to operate as a cost centre for the Parent company. Blacklane GmbH has confirmed that they will continue to support the Company on an ongoing basis. Based on this, 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.
Equity settled share based payments have been recorded on the basis of a reasonable allocation of the expense for the group, with expenses recognised in line with the VSOP plan operated by Blacklane GMBH.
Respective beneficiaries who participate in the Plan according to the terms and conditions, are eligible to participate in the future growth of the Blacklane Group subject to certain exit-related events defined thereunder, such as a trade sale or an IPO. Each issued virtual option shall grant the respective beneficiary the right to economically participate from an exit event.
The expense recorded has been calculated using the fair value at valuation date and is determined by applying an Option Pricing Model, which was based on a back solving approach on the latest Blacklane GMBH financing round as of valuation date. In addition, the fair value of the option per individual beneficiary is calculated applying Black Scholes Model based on the resulting input from the Option Price Model for the underlying common share price. This has been expensed quarterly over the vesting period and a corresponding adjustment made to equity in UK accounts. All options have a maximum term of 15 years upon which any unexercised options will expire.
Exchange differences are recognised in the Income Statement 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.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Income Statement 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 Balance Sheet.
Finance costs are charged to the Income Statement over the term of the debt using the effective interest method so 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.
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 Balance Sheet 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.
Other income relates to recharges of costs to other group entities at cost plus a percentage markup. The income is recognised in the same period in which the cost is incurred.
| Computer equipment |
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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.
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.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Income Statement as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
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. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
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.
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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
The 2023 comparatives have been adjusted as follows:
| As previously reported | Adjustment | As restated | ||||
| Year ended 31 December 2023 | £ | £ | £ | |||
| Profit and loss account: Administrative expenses | 2,387,943 | 53,142 | 2,441,085 | |||
| Other reserves | (99,958) | (53,142) | (153,100) |
A prior period adjustment has been made to recognise cumulative share-based payment expenses related to UK employees up to 31 December 2023. Expenses have been recognised in line with the terms and conditions of the VSOP plan operated by Blacklane GMBH.
| 2024 | 2023 | ||
| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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| Computer equipment | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 January 2024 |
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| Additions |
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| At 31 December 2024 |
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| Accumulated depreciation | |||
| At 01 January 2024 |
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| Charge for the financial year |
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| At 31 December 2024 |
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| Net book value | |||
| At 31 December 2024 | 13,399 | 13,399 | |
| At 31 December 2023 | 19,223 | 19,223 |
| 2024 | 2023 | ||
| £ | £ | ||
| Amounts owed by Group undertakings |
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| Amounts owed by Parent undertakings |
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| Other taxation and social security |
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| Other debtors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade creditors |
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| Amounts owed to Group undertakings |
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| Amounts owed to Parent undertakings |
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| Taxation and social security |
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| Other creditors |
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Amounts owed to Parent undertakings are repayable on demand and incur interest at EURIBOR + 0.5%
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| within one year |
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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) |
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Remuneration of £Nil (2023: £Nil) was paid to the directors during the year.
The Company has taken advantage of the exemption available under FRS 102 Section 1A not to disclose details of transactions with wholly owned members of the Group headed by the Parent company.
The audit report was signed by Katherine Wilkes FCA on behalf of Gravita Audit Oxford LLP.
The Company is a subsidiary of Blacklane GmbH, which is the Parent of the smallest and largest group for which consolidated financial statements are prepared. Blacklane GmbH is registered at Feurigstraße 59, 10827 Berlin, Germany.