Company Registration No. 08606400 (England and Wales)

 

 

 

 

 

 

 

 

 

 

GRABYO LIMITED

ANNUAL REPORT AND UNAUDITED FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

GRABYO LIMITED

 

COMPANY INFORMATION

 

Directors

Mr W Neale

 

Mr G Capon

 

Mr T Harding

 

 

Company number

08606400

 

 

Registered office

19 Heddon Street

 

London

 

England

 

W1B 4BG

 

GRABYO LIMITED

 

CONTENTS

 

 

Page

 

 

Directors' report

3

 

 

Consolidated statement of comprehensive income

4

 

 

Consolidated statement of financial position

5

 

 

Company statement of financial position

6

 

 

Statements of changes in equity

7

 

 

Notes to the financial statements

8 - 25

 

GRABYO LIMITED

 

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

 

The directors present their report and financial statements for the year ended 31 March 2025.

 

Directors' responsibilities statement

The directors are responsible for preparing the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial period. The directors have elected to prepare the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period.

In preparing these financial statements, the directors are required to:

•

select suitable accounting policies for the Group's financial statements and then apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Results

The profit for the period, after taxation, amounted to £48,410 (2024 3-month period: £316,350 loss). The results for the period are set out on page 4.

 

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr W Neale

Mr G Capon

Mr T Harding

 

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemptions.

 

This report was approved by the Board and signed on its behalf.

 

 

………………………..

G J Capon

Director

 

Date: 22 December 2025

GRABYO LIMITED

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

 

 

 

2025

2024

 

 

(12 month period)

(3 month period)

 

Note

£

£

 

 

 

 

Turnover

4

5,494,166

1,449,966

Cost of sales

 

(790,012)

(232,372)

 

 

 

 

Gross profit

 

4,704,155

1,217,594

 

 

 

 

Administrative expenses

 

(5,891,747)

(1,570,679)

Other operating income

5

449,523

1,521

 

 

 

 

Operating (loss)

6

(738,069)

(351,564)

 

 

 

 

Interest and similar income

9

11,630

13,147

 

 

 

 

Profit / (Loss) before tax

 

(726,439)

(338,417)

 

 

 

 

Tax on (loss)/profit

10

774,849

22,067

 

 

 

 

Profit / (Loss) for the period

 

48,410

(316,350)

 

 

 

 

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 8 to 25 form part of these financial statements.

GRABYO LIMITED

REGISTERED NUMBER: 08606400

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

 

 

 

2025

2024

 

Note

£

£

Non-current assets

 

 

 

Intangible assets

11

2,824,221

2,094,332

Property, plant and equipment

12

29,995

18,545

Current assets

 

 

 

Trade and other receivables

14

1,324,091

1,523,173

Cash and cash equivalents

15

449,226

1,266,646

 

 

 

 

TOTAL ASSETS

 

4,627,533

4,902,696

 

 

 

 

Non-current liabilities

 

 

 

Deferred tax payable Current liabilities

18

19,113

873,988

Trade and other payables

16

1,772,778

1,778,125

Short-term borrowings

17

516,438

0

 

 

 

 

TOTAL LIABILITIES

 

2,308,329

2,652,113

 

 

 

 

Share capital

19

17

17

Share premium

21

8,207,245

8,207,245

Foreign exchange reserve

21

5,404

346

Retained earnings

21

(5,893,462)

(5,957,025)

 

 

 

 

EQUITY

 

2,319,204

2,250,583

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

4,627,533

4,902,696

 

For the year ended 31 March 2025 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 period in question in accordance with section 476.

 

These financial statements have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime.

 

The financial statements were approved by the board of directors and authorised for issue on 22 December 2025 and are signed on its behalf by:

 

 

 

……………………….

G J Capon

Director

Date: 22 December 2025

 

The notes on pages 8 to 25 form part of these financial statements.

GRABYO LIMITED

REGISTERED NUMBER: 08606400

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

 

 

 

2025

2024

 

Note

£

£

Non-current assets

 

 

 

Intangible assets

11

2,824,221

2,094,332

Property, plant and equipment

12

14,495

15,305

Investments

13

81

81

Current assets

 

 

 

Trade and other receivables

14

1,043,565

1,292,068

Cash and cash equivalents

15

307,309

1,026,336

 

 

 

 

TOTAL ASSETS

 

4,189,671

4,428,123

 

 

 

 

Non-current liabilities

 

 

 

Deferred tax payable

18

19,113

873,988

Current liabilities

 

 

 

Trade and other payables

16

1,447,875

1,352,344

Short-term borrowings

17

516,438

0

 

 

 

 

TOTAL LIABILITIES

 

1,983,426

2,226,332

 

 

 

 

Share capital

19

17

17

Share premium

21

8,207,245

8,207,245

Foreign exchange reserve

21

0

0

Retained earnings

21

(6,001,016)

(6,005,471)

 

 

 

 

EQUITY

 

2,206,245

2,201,790

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

4,189,671

4,428,123

 

For the year ended 31 March 2025 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 period in question in accordance with section 476.

 

These financial statements have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime.

 

The financial statements were approved by the board of directors and authorised for issue on 22 December 2025 and are signed on its behalf by:

 

 

 

…………………….

G J Capon

Director

Date: 22 December 2025

The notes on pages 8 to 25 form part of these financial statements.

GRABYO LIMITED

 

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

Consolidated

 

 

 

Share

Foreign

 

 

 

Called up

premium

exchange

Profit and

 

 

share capital

account

reserve

loss account

Total equity

 

£

£

£

£

£

 

 

 

 

 

 

At 1 April 2024

17

8,207,245

346

(5,957,024)

2,250,583

Profit / (Loss) for the period

 

 

 

48,410

48,410

Share option expense

 

 

 

27,592

27,592

Foreign exchange movement

 

 

5,059

(12,440)

(7,381)

 

 

 

 

 

 

At 31 March 2025

17

8,207,245

5,404

(5,893,462)

2,319,204

 

 

 

 

 

 

At 1 January 2024

17

8,207,245

(7,679)

(5,713,819)

2,485,764

Loss for the period

 

 

 

(316,350)

(316,350)

Share option expense

 

 

 

80,459

80,459

Foreign exchange movement

 

 

8,025

(7,315)

710

 

 

 

 

 

 

At 31 March 2024

17

8,207,245

346

(5,957,024)

2,250,583

 

 

 

 

 

 

Company

 

 

 

 

 

 

 

Share

Foreign

 

 

 

Called up

premium

exchange

Profit and

 

 

share capital

account

reserve

loss account

Total equity

 

£

£

£

£

£

At 1 April 2024

17

8,207,245

(1,185)

(6,004,286)

2,201,791

Loss for the period

 

 

 

(23,137)

(23,137)

Share option expense

 

 

 

27,592

27,592

Foreign exchange movement

 

 

0

 

0

 

 

 

 

 

 

At 31 March 2025

17

8,207,245

(1,185)

(5,999,831)

2,206,245

 

 

 

 

 

 

At 1 January 2024

17

8,207,245

(1,185)

(5,769,347)

2,436,730

Loss for the period

 

 

 

(315,398)

(315,398)

Share option expense

 

 

 

80,459

80,459

Foreign exchange movement

 

 

0

 

0

 

 

 

 

 

 

At 31 March 2024

17

8,207,245

(1,185)

(6,004,286)

2,201,791

 

The notes on pages 8 to 25 form part of these financial statements.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

1.     General information

 

Grabyo Limited (the 'Company') and its subsidiary undertakings (the 'Group') are limited liability companies incorporated and domiciled in the United Kingdom and the United States of America. The address of the Company's registered office is disclosed on the Company information page.

 

The financial statements are prepared in Sterling (£) and are rounded to the nearest pound (£). These financial statements are for the twelve month period ended 31 March 2025 (2024: 3 months ended 31 March 2024). As a result, some amounts presented in these financial statements may not be entirely comparable with the prior accounting period.

 

2.     Accounting policies

 

2.1.     Basis of preparation of financial statements

 

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

 

In preparing these financial statements the Group applies the recognition, measurement, and disclosure requirements of International Financial Reporting Standards as adopted by the European Union, but makes amendments where necessary in order to comply with Companies Act 2006. The accounts have been prepared under the historical cost convention unless otherwise specified within these accounting policies. The methods used to measure fair values of assets and liabilities are discussed in the respective notes below.

 

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in applying the Group's accounting policies. The areas where significant judgement and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

 

The following principal accounting policies have been applied:

 

2.2.     Going concern

 

The financial statements have been prepared on a going concern basis. The directors believe that the Group's sales growth trajectory, its cash levels and its ability to control its operating costs put it in a strong position to manage its business risks successfully. This, together with detailed forecasts prepared by the directors have demonstrated a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and they consider it is appropriate to apply the going concern basis of accounting in preparing the financial statements.

true

 

2.3.     Revenue recognition

 

For all contracts within the scope of IFRS 15: Revenue from Contracts with Customers, the Company determines whether enforceable rights and obligations have been created with the customer, and recognises revenue based on the total transaction price as estimated at the inception of the contract, being the amount to which the Company expects to be entitled, and over which it has present enforceable rights under the contract. Revenue is allocated proportionately across the contract performance obligations and recognised either over time or at points in time as appropriate. The Group does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made.

 

Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

 

2.4.     Intangible assets

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and impairment losses.

 

Amortisation 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:

 

Computer software:

33.33% per annum straight-line basis

 

2.5.     Valuation of investments

 

Investments in subsidiaries are measured at cost less accumulated impairment losses.

 

2.6.     Tangible fixed assets

 

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings:

33%

Office equipment:

33%

Computer equipment:

33%

 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 

2.7.     Financial instruments

 

The Group only enters into basic financial instrument 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 related parties and investments in ordinary shares.

 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

•

at fair value with changes recognised in the consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

•

at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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. Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The Group does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

 

2.8.     Employee benefits, pensions, and other post-employment benefits

 

Contributions are made on behalf of certain directors and employees to defined contribution retirement benefit schemes. Pension costs charged against profits represent the amounts payable to the scheme in respect of the period. The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are rendered. 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.

 

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 the Black-Scholes model. The fair value determined at the date of grant 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.

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

2.9.     Current and deferred taxation

 

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

•

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

•

Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

•

Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 

2.10.     Foreign currency translation

 

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 

2.11.     Impairment of non-financial assets

 

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. Impairment losses of continuing operations are recognised in the consolidated statement of comprehensive income in those expense categories consistent with the function of the impaired asset, except for a property previously revalued where the revaluation was taken to other comprehensive income.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

2.12.     Cash and cash equivalents

 

In the statement of cash flows, cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

 

2.13.     Leased assets: the Group as lessee

 

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 

2.14.     Leased assets

 

This policy is applied to contracts entered into, or changed, on or after 1 January 2019.

For any new contracts entered into on or after 1 January 2019 at inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Measurement and recognition of leases as a lessee

The Company recognises a right-of-use asset and a lease liability on the balance sheet at the lease commencement date. The right-of-use asset is initially measured at cost. This comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date and an estimate of any costs to dismantle and remove the underlying asset at the end of the lease, or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the Company assesses the right-of-use asset for impairment when such indicators exist. It is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

At the commencement date the lease liability is initially measured at the present value of the lease payments that are not paid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The Company

has elected to use the incremental borrowing rate at the date of transition as the interest rate implicit in the leases could not be readily determined.

The lease liability is measured at amortised cost using the effective interest method. It is re measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

2.15.     Borrowing costs

 

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 

2.16.     Share-based payments

 

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 

3.     Judgements in applying accounting policies and key sources of estimation uncertainty

 

The Group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

Impairment of non-current assets

 

The Group assesses the impairment of property, plant and equipment, intangible assets, and investments subject to amortisation or depreciation whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include the following:

•

Significant underperformance relative to historical or projected future operating results;

•

Significant changes in the manner of the use of the acquired assets or the strategy for the overall business; and

•

Significant negative industry or economic trends.

Depreciation and residual values

The directors have reviewed the asset lives and associated residual values of all property, plant and equipment classes and have concluded that asset lives and residual values are appropriate.

The actual lives of the asset and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

Capitalisation of development costs and useful life

Distinguishing between research and development phases of the Company's platform and determining the recognition requirements for the capitalisation of development costs are met requires judgements. After capitalisation the directors monitor whether the recognition requirements continue to be met and whether there are indicators that the capitalised costs may be impaired. In addition the directors review their estimates of the useful lives of internally generated software at each reporting date, based on the life of that asset. Uncertainties in these estimates relate to technological obsolescence that may change the use of the platform.

 

Recoverability of trade receivables

Trade and other receivables are recognised to the extent that they are judged recoverable. The directors' reviews are performed to estimate the level of reserves required for irrecoverable debt. Impairments are made specifically against invoices where recoverability is uncertain.

The Group makes allowances for doubtful debts based on an assessment of the recoverability of trade receivables. Allowances are applied to trade receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The directors specifically analyse historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the impairment for doubtful debts. Where the expectation is different from the original estimate, such a difference will impact the carrying value of trade receivables and the charge in the statement of comprehensive income.

 

Provisions

A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Whether a present obligation is probable or not requires judgement. The nature and type of risks for these provisions differ and management's judgement is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

 

Leasing

In respect of right-of-use leased assets key estimates are a combination of the incremental borrowing rate used to discount the total cash flows and the term of the leases where breaks or extensions fall within the

Group's control. These are used to derive both the opening asset value and lease liability as well as the consequential depreciation and financing charges.

 

Taxation

There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group takes professional advice on its tax affairs and recognises liabilities for anticipated tax based on estimates of what taxation is likely to be due.

Management estimation is required to determine the amount of any deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits.

 

Fair value calculations

Management believes the estimates used to establish a fair value for share based payments, using the Black Scholes pricing model, and warrant instruments using the Binomial Tree model are a key source of estimation uncertainty. The inputs to the fair value model reflect management’s best estimate.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

4.     Revenue

 

The entirety of revenue is attributable to the Group's principal activity. Analysis of turnover by country of source:

 

 

2025

2024

 

(12 month period)

(3 month period)

 

£

£

 

 

 

United Kingdom

1,515,105

392,646

Rest of world

3,979,584

1,057,320

 

 

 

 

5,494,689

1,449,966

 

5.     Other operating income

 

 

2025

2024

 

(12 month period)

(3 month period)

 

£

£

 

 

 

Other operating income

4,253

1,521

R&D tax credit income (RDEC)

445,270

0

 

 

 

 

449,523

1,521

 

6.     Operating loss

 

The operating loss is stated after charging:

 

 

2025

2024

 

(12 month period)

(3 month period)

 

£

£

 

 

 

Depreciation on tangible assets

11,681

4,572

 

 

 

Exchange differences

5,059

8,025

 

 

 

Amortisation on intangible assets

1,227,966

198,134

 

 

 

Impairment of intangible assets

-

-

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

7.     Employees

 

Staff costs, including directors’ remuneration, were as follows:

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

Wages and salaries

5,069,382

1,382,944

4,288,909

1,172,732

Social security costs

496,204

144,259

436,177

122,737

Cost of defined contribution scheme

48,555

13,670

48,555

13,670

 

 

 

 

 

 

5,614,141

1,540,874

4,773,641

1,309,139

 

The average monthly number of employees, including the directors, during the period was as follows:

 

 

2025

2024

 

No.

No.

 

 

 

Employees

51

52

 

8.     Directors’ remuneration

 

 

2025

2024

 

£

£

 

 

 

Directors’ emoluments

340,450

88,550

 

 

 

 

340,450

88,550

 

The highest paid director received remuneration of £215k during the period (2024 3-month period: £109k).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2024: £Nil).

The total accrued pension provision of the highest paid director at 31 March 2025 amounted to Nil (2024:Nil). Key management personnel are the same as the directors and do not differ in either 2025 or 2024.

 

9.     Interest income

 

 

2025

2024

 

£

£

 

 

 

Other interest received

11,630

13,147

 

 

 

 

11,630

13,147

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

10.     Taxation

 

 

2025

Jan-Mar 2024

 

£

£

 

 

 

Corporation tax

 

 

Current tax on profits for the period

71,651

(115,209)

Foreign tax

 

 

Foreign tax on income for the period

8,375

3,548

 

 

 

Total current tax

80,026

(111,661)

 

 

 

Deferred tax

 

 

Origination and reversal of timing differences

(854,875)

89,593

Adjustments in respect of prior periods

0

0

Increase in discount

0

0

 

 

 

Total deferred tax

(854,875)

89,593

 

 

 

 

 

 

Taxation on loss on ordinary activities

(774,849)

(22,068)

 

Factors affecting tax charge for the period

The tax assessed for the period is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

 

 

2025

Jan-Mar 2024

 

 

 

Loss on ordinary activities before tax

(726,439)

(338,417)

Loss on ordinary activities multiplied by standard rate of corporation

 

 

tax in the UK of 25% (2024: 25%)

(181,610)

(84,590)

 

 

 

Effects of:

 

 

Fixed asset differences

0

0

Expenses not deductible for tax purposes

5,214

23,698

Additional deduction for R&D expenditure

0

(133,933)

Surrender of tax losses for R&D tax credit refund

0

172,813

Notional tax deduction for R&D tax credit under s1042K

85,652

0

Adjustments to tax charge in respect of prior periods

(14,001)

(6)

Adjustments to tax charge in respect of previous periods - deferred tax

(8,375)

0

Movement in deferred tax not recognised

(661,729)

(50)

 

 

 

Total tax charge for the period

(774,849)

(22,068)

 

Factors that may affect future tax charges

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based on tax law and the corporation tax rates that have been enacted, or substantively enacted, at the balance sheet date. As such, the deferred tax rate applicable at 31 March 2025 is 25% and deferred tax has been re-measured at this date.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

11.     Intangible assets

 

Group and Company

Computer software

 

£

Cost

 

 

 

At 1 April 2024

5,580,956

Additions

1,957,854

Disposals

(1,206,259)

 

 

At 31 March 2025

6,332,551

 

 

Amortisation

 

At 1 April 2024

3,486,624

Charge for the period

1,227,965

On disposals

(1,206,259)

 

 

At 31 March 2025

3,508,330

 

 

Net book value

 

At 31 March 2025

2,824,221

At 31 March 2024

2,094,332

 

12.     Tangible fixed assets

 

Group

Fixtures and

Office

Computer

Total

 

fittings

equipment

equipment

 

Cost

£

£

£

£

 

 

 

 

 

At 1 April 2024

68,761

144,993

16,279

230,034

Additions

0

9,633

444

10,077

 

 

 

 

 

At 31 March 2025

68,761

154,626

16,723

240,111

 

 

 

 

 

Depreciation

 

 

 

 

At 1 April 2024

68,762

129,688

13,038

211,488

Charge for the period

-

10,444

(11,815)

(1,371)

 

 

 

 

 

At 31 March 2025

68,762

140,132

1,223

210,117

 

 

 

 

 

Net book value

 

 

 

 

At 31 March 2025

-

14,495

15,500

29,995

At 31 March 2024

 

15,305

3,240

18,545

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

 

Fixtures

Office

 

 

and fittings

equipment

Total

Company

£

£

£

Cost

 

 

 

At 1 April 2024

68,761

144,993

213,754

Additions

-

9,633

9,633

 

 

 

 

At 31 March 2025

68,761

154,626

223,387

 

 

 

 

Depreciation

 

 

 

At 1 April 2024

68,761

129,688

198,450

Charge for the period

-

10,444

10,444

 

 

 

 

At 31 March 2025

68,761

140,132

208,893

 

 

 

 

Net book value

 

 

 

At 31 March 2025

-

14,316

14,316

At 31 March 2024

-

15,305

15,305

 

13.     Investments in subsidiaries

 

Company

 

Cost

Investments in

 

subsidiary companies

 

£

 

 

At 1 April 2024 and 31 March 2025

81

 

Subsidiary undertakings

 

The following were subsidiary undertakings of the Company:

 

Name

Registered office

Class of shares

Holding

 

 

 

 

Grabyo Inc

USA

Ordinary

100

 

 

 

 

Grabyo Pte Ltd (struck from register 8 Jan 2024)

Singapore

Ordinary

100

 

During the three month period ended 31 March 2024, Grabyo Pte Ltd was wound up. The winding up of Grabyo Pte Ltd did not have a significant impact on the Group's ongoing operations.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

14.     Receivables

 

 

Group

Group

Company

Company

 

 

Jan-Mar

 

Jan-Mar

 

2025

2024

2025

2024

 

£

£

£

£

 

 

 

 

 

Trade receivables

640,086

570,338

492,206

371,546

Amounts owed by group undertakings

0

0

0

32,100

Other receivables

424,445

722,866

394,272

667,023

Prepayments and accrued income

259,561

229,969

230,516

221,400

 

 

 

 

 

Total

1,324,091

1,523,173

1,116,993

1,292,068

 

The ageing of past due trade receivables according to their original due date is detailed below:

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

0-30 days

544,221

508,543

428,685

345,745

31-60 days

87,884

38,824

64,042

7,073

61-90 days

0

9,674

0

9,674

90+ days

0

13,298

0

9,054

 

 

 

 

 

 

632,104

570,339

492,727

371,546

 

Trade receivables, including amounts owed by Group undertakings, are non-interest bearing and are generally due and paid within 30 days. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value and that no impairment is required at the reporting dates. Trade and other receivables represent financial assets and are assessed for impairment on an expected credit loss model. Therefore, there is no expected credit loss provision for impairment at 31 March 2025 (31 March 2024: £Nil).

 

15.     Cash and cash equivalents

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

Cash at bank and in hand

449,226

1,266,646

307,309

1,026,336

Less: bank overdrafts

(2,070)

(1,272)

-

-

 

 

 

 

 

 

447,156

1,265,374

307,309

1,026,336

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

16.     Payables: amounts falling due within one year

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

Bank overdrafts

2,070

1,272

0

0

Trade payables

198,924

209,526

196,602

209,244

Other taxation and social security

159,063

145,111

172,387

144,935

Other payables

33,125

16,652

14,616

15,380

Accruals and deferred income

1,398,104

1,406,836

1,080,707

982,785

 

 

 

 

 

 

1,791,286

1,779,397

1,464,312

1,352,344

 

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

17.     Borrowings

 

During the year Everplay Limited, a company with a common director, provided a loan facility to the Group. The total facility value is £1,000,000, secured by a debenture providing a first-ranking charge to the loan, with interest accruing monthly at a rate of 15% p.a. on the outstanding balance. At 31 March 2025, the drawn value of the facility was £500,000 and the interest accrued was £16,438.

 

18.     Deferred taxation

 

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences that arise when the carrying value of assets and liabilities differ between accounting and tax treatments. Deferred tax assets represent the amounts of income taxes recoverable in the future in respect of those differences, while deferred tax liabilities represent the amounts of income taxes payable in the future in respect of those differences.

 

Group

2025

2024

 

 

 

At beginning of period

(873,988)

(784,395)

Charged to the profit or loss

854,875

(89,593)

 

 

 

At end of period

(19,113)

(873,988)

 

 

 

Company

2025

2024

 

 

 

At beginning of period

(873,988)

(784,395)

Charged to the profit or loss

854,875

(89,593)

 

 

 

At end of period

(19,113)

(873,988)

 

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

Fixed asset timing differences

(709,437)

(527,114)

(709,437)

(527,114)

Short term temporary differences

946

-

946

-

Losses and other deductions

689,378

(346,874)

689,378

(346,874)

 

 

 

 

 

 

(19,113)

(873,988)

(19,113)

(873,988)

 

The Company holds a Deferred Tax Liability of £709,437 relating to capitalised development costs. In accordance with IAS 12, the Company has recognised a Deferred Tax Asset of £690,324 (arising from carried forward losses) to the extent that it offsets this liability.

 

The Company continues to hold unrecognised deferred tax assets of £209,891 (relating to pre-2017 losses) which have not been recognised due to uncertainty over the timing of future taxable profits.

 

19.     Share capital

 

Allotted, called up and fully paid

2025

2024

 

 

 

1,654,801 A ordinary shares of £0.00001 each

17

17

 

 

 

 

17

17

 

Ordinary A shares have attached to them full voting, dividend, and capital distribution, including on wind up, rights, and are not redeemable.

 

20.     Financial instruments

 

Financial risk management

 

The determination of financial risk management policies is managed by the directors of the Group. Policies are set to reduce risk as far as possible without unduly affecting the operating effectiveness of the Group. The Group's activities expose it to a variety of financial risks, the most significant being credit risk, liquidity risk and interest rate risk together with a degree of foreign currency risk as discussed below.

 

Categories of financial instruments

 

The Group has the below categories of financial instruments:

 

Recognised at amortised cost

Group

Group

 

2025

Jan-Mar 2024

 

£

£

 

 

 

Trade and other receivables

1,315,589

1,523,173

Cash and cash equivalents

449,226

1,266,646

Trade and other payables

(1,789,216)

(1,778,125)

Borrowings

(516,438)

0

Lease liabilities

(60,765)

(45,528)

 

 

 

Total

(601,605)

966,166

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

Liquidity risk

The Group funds its business through equity and from cash generated from operations. The Group monitors and manages cash to mitigate any liquidity risk it may face. The Group's contractual maturities of financial liabilities are based on undiscounted cash flows including interest charges and the earliest date on which the Group is obliged to make repayment. All financial liabilities fall due within one year.

 

Foreign Currency Risk

The Group has limited exposure to currency risk on sales and purchases that are denominated in a currency other than the functional currency of the Group. The risk is in respect of US dollars and Singapore Dollars and transactions in these currencies are limited with natural hedges taking place through sales and payments made in those currencies.

 

Sensitivity Analysis to movement in exchange rates

Given the highly immaterial liability balances denominated in foreign currency, the exposure to a change in exchange rates is negligible.

 

21.     Reserves

 

Share premium account

The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

 

Foreign exchange reserve

The foreign exchange reserve represents currency movements in the period and prior periods from the retranslation of the foreign currency subsidiary statements of financial position.

 

Retained earnings

The retained earnings represent accumulated comprehensive income for the prior periods less dividends paid.

 

Profit and loss account

The profit and loss account represents comprehensive income for the period.

 

22.     Share-based payments

 

Grabyo Limited has share options on issue, all options which have been granted have non-market vesting conditions attached and all share options which have been granted are of the same class: B ordinary shares which are exercisable between one month and ten years following their grant. These are granted at the discretion of the Directors. There are no cash settlement alternatives for the employees therefore these are all accounted for under IFRS 2 as equity-settled options.

 

The fair value of share options granted is estimated at the date of grant. The grant date for accounting purposes is at various points as the options were issued, as this is when a shared understanding of the terms and conditions of the arrangements was achieved between the various parties. A non-marketability discount was applied when assessing the fair value at grant date. The fair value of share options granted is estimated at the date of grant using a Black-Scholes model.

 

The following table illustrates the number and weighted average exercise price of, and movements in, share options during the period.

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

22.     Share-based payments (continued)

 

 

Weighted

Number

Weighted

Number

 

average

2025

average

2024

 

exercise

 

exercise

 

 

price

 

price

 

 

(£)

 

(£)

 

 

 

 

 

 

 

2025

 

2024

 

Outstanding at the beginning of the period

16.70

158,610

15.29

153,723

Granted during the period

n/a

n/a

4.50

6,496

Forfeited during the period

28.00

(2,221)

3.45

(1,609)

 

 

 

 

 

Outstanding at the end of the period

7.54

156,497

16.70

158,610

 

The Share-Based Payments expense recognised in the period is as follows:

 

 

2025

2024

 

 

 

Equity-settled schemes

27,592

80,459

 

Fair value calculations

The fair value of options granted is calculated at the date of grant using a Black-Scholes option pricing model. Expected volatility was determined by utilising market data for businesses of a similar nature given that the shares are not traded and the volatility has been taken over the expected life of the options. The expected life applied in the model is based on the terms of agreements in place for options granted. The following table lists the inputs to the model used for options granted in the periods ended 31 March 2024 and 31 March 2025 based on information at the date of grant.

 

Share Options

2025

2024

 

 

 

Share price at date of grant

£35.85

£35.85

Discount for Ordinary B status

5%

5%

Exercise price

£28.00

£28.00

Volatility

60%

60%

Expected life

4 years

4 years

Risk free rate

3.87%

3.87%

Weighted average fair value per option

£23.98

£23.98

 

23.     Capital commitments

 

At 31 March 2025 the Group and Company had capital commitments as follows:

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

Contracted for but not provided in these financial statements

 

 

 

 

 

(1,835,334)

(3,000,838)

(1,835,334)

(3,000,838)

 

 

 

 

 

 

(1,835,334)

(3,000,838)

(1,835,334)

(3,000,838)

GRABYO LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 

23.     Capital commitments (continued)

 

Grabyo Limited has committed to spending the following amounts (denominated in USD):

$1,000,000 over the period 1 July 2024 to 30 June 2025

$1,100,000 over the period 1 July 2025 to 30 June 2026

$1,210,000 over the period 1 July 2026 to 30 June 2027

 

24.     Pension commitments

 

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £48,555 (2024: £13,671). Contributions totaling £14,616 (2024: £15,378) were payable to the fund at the statement of financial position date and are included in payables.

 

25.     Commitments under operating leases

 

At 31 March 2025 the Group and the Company had future minimum lease payments due under non cancellable operating leases for each of the following periods:

 

 

Group

Group

Company

Company

 

(£)

(£)

(£)

(£)

 

2025

2024

2025

2024

 

 

 

 

 

Not later than 1 year

71,250

71,250

71,250

71,250

 

 

 

 

 

Later than 1 year and not later than 5 years

-

-

-

-

 

 

 

 

 

 

71,250

71,250

71,250

71,250

 

26.     Controlling party

 

In the opinion of the directors the ultimate controlling party is W R Neale.