Company No: 12268875 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	573,081		643,977
Tangible assets	4	16,565		34,649
		589,646		678,626
Current assets
Debtors	5	112,282		19,507
Cash at bank and in hand		640,950		4,448,277
		753,232		4,467,784
Creditors: amounts falling due within one year	6	( 12,831,841)		( 13,241,658)
Net current liabilities		(12,078,609)		(8,773,874)
Total assets less current liabilities		(11,488,963)		(8,095,248)
Net liabilities		( 11,488,963)		( 8,095,248)
Capital and reserves
Called-up share capital		30		30
Share premium account		465,999		465,999
Profit and loss account		( 11,954,992 )		( 8,561,277 )
Total shareholder's deficit		( 11,488,963)		( 8,095,248)

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.

Director's 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 director acknowledges 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 Komi App Limited (registered number: 12268875) were approved and authorised for issue by the Director. They were signed on its behalf by:

L G Crosbie Director

29 September 2025

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

Komi App Limited (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 35 Ballards Lane, London, N3 1XW, 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 financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The director acknowledges the fact that as at financial year end the balance sheet was reflecting negative reserves, indicating that the company's liabilities exceed its assets. Despite this, the director has assessed the company's financial position and has determined that the company will be able to meet its obligations as they fall due for at least the next 12 months. The parent company has committed to providing additional financial support to ensure the company's continued operation where needed.

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 recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

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.

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.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Development costs

10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment	3 - 5 years straight line
Computer equipment	3 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.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

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.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

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 the Statement of Income and Retained Earnings.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

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.

Ordinary share capital

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

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the company during the year, including the director	29		28

3. Intangible assets

	Development costs		Total
	£		£
Cost
At 01 January 2024	708,966		708,966
At 31 December 2024	708,966		708,966
Accumulated amortisation
At 01 January 2024	64,989		64,989
Charge for the financial year	70,896		70,896
At 31 December 2024	135,885		135,885
Net book value
At 31 December 2024	573,081		573,081
At 31 December 2023	643,977		643,977

4. Tangible assets

	Office equipment		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	6,155		59,766		65,921
Additions	0		833		833
At 31 December 2024	6,155		60,599		66,754
Accumulated depreciation
At 01 January 2024	2,092		29,180		31,272
Charge for the financial year	1,231		17,686		18,917
At 31 December 2024	3,323		46,866		50,189
Net book value
At 31 December 2024	2,832		13,733		16,565
At 31 December 2023	4,063		30,586		34,649

5. Debtors

	2024		2023
	£		£
Trade debtors	20,180		0
Other debtors	92,102		19,507
	112,282		19,507

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	69,575		52,763
Amounts owed to group undertakings	12,583,267		13,030,026
Other taxation and social security	70,887		98,324
Other creditors	108,112		60,545
	12,831,841		13,241,658

7. Financial commitments

Commitments

	2024		2023
	£		£
Total future minimum lease payments under non-cancellable operating lease	155,400		198,000

The company has future commitments of rent payable for the lease agreement of £12,950 per month. Lease period ending 31 January 2026.

8. Related party transactions

Transactions with owners holding a participating interest in the entity

	2024		2023
	£		£
Amounts owed to Parent Company	12,583,267		13,030,026

No interest has been charged on this loan and is repayable on demand.

9. Ultimate controlling party

Parent Company:

Komi App, Incorporated

850 New Burton Road Suite 201 County of Kent Dover DE 19904 United States