Company registration number 09326640 (England and Wales)
TRAFI LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
TRAFI LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
TRAFI LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
3
153
Investments
4
37,303
37,303
37,303
37,456
Current assets
Trade and other receivables
5
3,508,786
1,419,204
Cash and cash equivalents
2,454,636
605,428
5,963,422
2,024,632
Current liabilities
6
(5,616,068)
(2,230,797)
Net current assets/(liabilities)
347,354
(206,165)
Net assets/(liabilities)
384,657
(168,709)
Equity
Called up share capital
8
36,055
36,055
Share premium account
14,708,484
14,708,484
Equity reserve
1,053,400
Retained earnings
(15,413,282)
(14,913,248)
Total equity
384,657
(168,709)
For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the income statement within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 29 September 2025 and are signed on its behalf by:
R Medved
Director
Company registration number 09326640 (England and Wales)
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Trafi Limited is a private company limited by shares incorporated in England and Wales. The registered office is Menzies LLP, 2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, TW18 4BP.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue represents income from the licencing of the company's technology, consulting on the provision and set up of Mobility as a Service (MaaS) solutions, and data services.
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue relating to the setup of MaaS solutions is recognised by reference to the stage of completion of each project when this can be estimated reliably. The stage of completion is calculated by comparing progress to date against the agreed contractual obligations.
Revenue for licencing and data services is recognised on a straight line basis over the term of the contract.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. There was no capitalised development expenditure in the current or prior year.
Taxation credits in respect of research and development expenditure are recognised within the profit and loss account in the year which they are received.
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
33.33% per annum
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 the statement of income.
1.6
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
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 current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables 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.
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Impairment of financial assets
Financial assets, other than those held at fair value through the statement of income, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of income.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
2
2
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
3
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 January 2024
12,320
Disposals
(12,320)
At 31 December 2024
Depreciation and impairment
At 1 January 2024
12,167
Depreciation charged in the year
153
Eliminated in respect of disposals
(12,320)
At 31 December 2024
Carrying amount
At 31 December 2024
At 31 December 2023
153
4
Fixed asset investments
2024
2023
£
£
Investments in subsidiaries
37,303
37,303
5
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
87,549
284,915
Corporation tax recoverable
95
Amounts owed by group undertakings
902,535
Other receivables
3,421,237
231,659
3,508,786
1,419,204
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Current liabilities
2024
2023
£
£
Trade payables
6,709
58,211
Amounts owed to group undertakings
2,940,178
312,117
Taxation and social security
55,258
49,414
Other payables
2,613,923
1,811,055
5,616,068
2,230,797
Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
7
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
8,582,891
8,646,642
0.11
0.11
Granted
6,832,444
5,000
0.05
0.30
Forfeited
0.05
0.30
Outstanding at 31 December 2024
15,374,501
8,582,891
0.08
0.11
Exercisable at 31 December 2024
12,063,372
8,318,447
0.08
0.11
Liabilities and expenses
The group has issued options to certain employees and directors.
The vesting period for the options varies from instantly to four years after the grant date and vesting is conditional on the recipient remaining in employment with the company, unless permitted by the board. However the options can be exercised at any time at which an offer has been made to acquire a controlling interest of the company.
Historically, at the date of grant the directors considered the fair value of these options to be £nil. During the current year the directors applied the Probability-Weighted Expected Return Method (PWERM) to value the options, and a fair value adjustment has been recognised through the equity reserve.
TRAFI LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A1 Ordinary Shares of 0.1p each
2,988,655
2,988,655
2,989
2,989
A2 Ordinary Shares of 0.1p each
6,341,533
6,341,533
6,342
6,342
Ordinary Shares of 0.1p each
25,412,571
25,412,571
25,376
25,376
B Ordinary Shares of 0.1p each
1,347,592
1,347,592
1,348
1,348
36,090,351
36,090,351
36,055
36,055
9
Events after the reporting date
On 14 April 2025 Enghouse Holdings (UK) Limited acquired 100% of the issued share capital of the company.
10
Related party transactions
The company has taken advantage of the exemption available in accordance with Section 1AC.35 of Financial Reporting Standard 102 Section 1A whereby it has not disclosed transactions entered into between two or more members of a group, where a party to the transaction is a wholly owned subsidiary undertaking of Trafi Limited.