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Registered number: 08073569 (England and Wales)














FLYBITS UK LIMITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


 
FLYBITS UK LIMITED
 

 
COMPANY INFORMATION


Director
H Rahnama 




Registered number
08073569



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited






 
FLYBITS UK LIMITED
 


CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 6



 
FLYBITS UK LIMITED
REGISTERED NUMBER:08073569


BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
2,262
2,273

Bank and cash balances
  
15,282
9,246

  
17,544
11,519

Creditors: amounts falling due within one year
 5 
(2,446,949)
(2,405,051)

Net current liabilities
  
 
 
(2,429,405)
 
 
(2,393,532)

Total assets less current liabilities
  
(2,429,405)
(2,393,532)

  

Net liabilities
  
(2,429,405)
(2,393,532)


Capital and reserves
  

Called up share capital 
 7 
1
1

Capital contribution reserve
 8 
-
-

Profit and loss account
 8 
(2,429,406)
(2,393,533)

  
(2,429,405)
(2,393,532)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with 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: 



H Rahnama
Director

Date: 8 December 2025

The notes on pages 3 to 6 form part of these financial statements.
Page 1


 
FLYBITS UK LIMITED
 


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


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
1
11,001
(2,268,960)
(2,257,958)


Comprehensive income for the year

Loss for the year
-
-
(124,573)
(124,573)

Share-based payment credit
-
(11,001)
-
(11,001)



At 1 January 2024
1
-
(2,393,533)
(2,393,532)


Comprehensive income for the year

Loss for the year
-
-
(35,873)
(35,873)


At 31 December 2024
1
-
(2,429,406)
(2,429,405)


Page 2


 
FLYBITS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies

 
1.1

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

  
1.2

Going concern

The Company is in a net liability position of £2,429,405. This is primarily due to intercompany loan due to the parent company, Flybits Inc., who has confirmed they do not plan to recall the amounts due until the Company has sufficient resources to repay the balance.

The director is assessing the long term needs of the group and as such intends to retain the Company in the near future. However, there is a material uncertainty about the long term need for the Company following the reduction in headcount and the scaling back of operations.

The Company has also received written confirmation from its parent company that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the director continues to adopt the going concern basis in preparing the financial statements.

 
1.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

  
1.4

Operating leases: the Company has a leasee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.

Page 3


 
FLYBITS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.5

Pensions

Defined contribution pension plan

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

 
1.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. 

 
1.7

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 held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.

  
1.8

Creditors

Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans. No interest is charged on the loan, which is repayable on demand.


2.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The auditor drew attention to note 1.2 which indicates that a material uncertainty may exist in relation to the strategic important of the Company and its ability to continue as a going concern.

The audit report was signed on 9 December 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


3.


Employees

The average monthly number of employees during the year was 1 (2023 - 2).

Page 4


 
FLYBITS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Debtors

2024
2023
£
£


Other debtors
1,058
1,069

Prepayments and accrued income
1,204
1,204

2,262
2,273



5.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
213
650

Amounts owed to group undertakings
2,434,628
2,388,692

Other taxation and social security
391
-

Other creditors
17
17

Accruals and deferred income
11,700
15,692

2,446,949
2,405,051



6.


Financial commitments

At the end of the reporting period, the total amount of financial commitments, guarantees and contingencies that are not included in the balance sheet was £1,497 (2023: £1,497). 

These consist of future minimum lease payments under non-cancellable operating leases. These are due not later than one year.


7.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1


Page 5


 
FLYBITS UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Reserves

Capital contribution reserve

Certain employees of the Company along with other group employees have been granted options over ordinary shares in Flybits, Inc. The options were granted at an independently determined fair value.

Vesting conditions for these options are as follows:

25% of the options vest one year after the vesting commencement date and then monthly for three years thereafter.

An expense equivalent to the fair value of the share options granted was recognised evenly over the vesting period with a corresponding amount being recognised within the capital contribution reserve. All share options were forfeited in the prior year and as a result the reserve valuation has been reversed to £Nil at the end of the prior year.

Profit and loss account

The profit and loss reserve represents accumulated losses.


9.


Controlling party

Flybits Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 175 Bloor St East North Tower, Suite 1400, Toronto, ON M4W 3R8, Canada. 


10.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

Page 6