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Registered number: 13358028












MA MICRO HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024

 

MA MICRO HOLDINGS LIMITED

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 4
Directors' report
 
5 - 6
Directors' responsibilities statement
 
7
Independent auditor's report
 
8 - 11
Consolidated profit and loss account
 
12
Consolidated statement of comprehensive income
 
13
Consolidated balance sheet
 
14 - 15
Company balance sheet
 
16
Consolidated statement of changes in equity
 
17
Company statement of changes in equity
 
18
Consolidated statement of cash flows
 
19 - 20
Notes to the financial statements
 
21 - 43


 

MA MICRO HOLDINGS LIMITED
 
COMPANY INFORMATION


Directors
S P Hancock 
M J Meyohas 




Registered number
13358028



Registered office
2nd Floor Connaught House
1-3 Mount Street

London
United Kingdom

W1K 3NB




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

United Kingdom

WC2B 5AH




Page 1

 

MA MICRO HOLDINGS LIMITED
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

Introduction
 
MA Micro Holdings Limited (“the group”) is a holding company for a number of subsidiaries, including MA Micro Limited and VanMoof Netherlands BV. 

The directors present their strategic report together with the audited financial statements for the period ended 31 December 2024. The company has shortened its reporting date from 30 April 2025 to 31 December 2024 to align with the rest of the group. 

Principal activity

The group specialises in designing and manufacturing innovative urban e-bikes for sale and distribution across Europe. 

Business review and group restructuring
 
In the comparative year ended 30 April 2024, MA Micro Limited, previously a fully owned subsidiary of Motion Applied Limited (formerly known as McLaren Applied Limited), was separated from the group at 31 December 2023 and was transferred to MA Micro Holdings Limited as part of a wider strategic acquisition, however it remains under the same ultimate beneficial ownership. The comparative period includes 4 months of trading activity compared to 8 months for the period ended 31 December 2024. 

Following the commencement of sales in April 2024, the group has been in the process of scaling its operations throughout the period. The primary focus has been on building out the Retail Partner Network across Europe, with initial emphasis on The Netherlands as the lead market, supported by expansion into Germany, France, and Belgium as secondary markets.

Alongside the growth of the Retail Partner Network, the group has also developed its direct-to-consumer sales channel through the company’s website. This has progressed in parallel with the expansion of the Partner Network, supported by targeted investment in marketing and a clear focus on rebuilding consumer trust.

During 2024, the group continued to be in the early-scale-up phase, with limited but growing revenue alongside deliberate investment in people, technology, and marketing to support the relaunch and further growth. These costs were anticipated and are fully aligned with the approved business plans and forecasts.

The detailed result is reported in the profit and loss account on page 12. The comparative period ended 30 April 2024 included a fair value gain of £3.4m which arose from the fair value adjustment of a non market rate loan.

The balance sheet is presented on page 14.

At 31 December 2024, the Group balance sheet shows total assets of approximately £20.1m (30 April 2024: £17.5m), primarily comprising gross intangible assets of £14.5m (30 April 2024: £13.1m), largely relating to acquired patents and other intellectual property. After recognising negative goodwill arising on acquisition, net intangible assets amounted to £12.6m (30 April 2024: £10.5m). The Group ended the year with net current assets of £4.7m (30 April 2024: £4.7m), including £3.9m of cash (30 April 2024: £2.7m), providing a solid liquidity position to support ongoing operations and planned growth.

The balance sheet is intentionally structured to support the Group’s relaunch and scale-up phase, with long-term funding provided largely through shareholder loans and convertible loan facilities aligned with the Group’s medium-term strategy.
 
Page 2

 

MA MICRO HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024


Going concern

The directors have prepared forecasts and projections, based on expected revenue and expenditure for the group, including MA Micro Limited and VanMoof Netherlands BV, which management have sensitised. These forecasts indicate that the group will be able to operate within the level of its current cash reserves and available facilities.

The group is reliant on continued availability of shareholder investment facilities from the group's investors. Greybull Capital LLP ("Greybull”), authorised and regulated by the Financial Conduct Authority (“FCA”) and in its capacity as advisers to MA Micro Holdings Limited, has confirmed it is satisfied that the group’s investors have the means and willingness to continue to support the group and to continue meeting their obligations under the terms of the investor loans.

Key performance indicators

The Board and Management Team use a defined set of financial and non-financial key performance indicators (“KPIs”) to monitor progress against the Group’s strategic objectives and to support effective decision-making.

The primary financial KPIs include volume and revenue growth, gross margin by channel, operating cash flow, and balance sheet measures such as debtor, creditor and inventory days. These financial KPIs are reported and reviewed monthly as part of the management accounts process.

Non-financial KPIs focus on customer trust and satisfaction, brand awareness, product reliability and employee engagement. Performance against these measures is reviewed on an ongoing basis by the Board and Management Team, enabling timely corrective action to be taken where necessary.
 

Future developments

The group intends to expand its sales across Europe through expansion of its Partner Network and additional distributor partnerships. In addition to this the group will continue to invest in strategic marketing, and strong brand differentiation to leverage its Direct-to-Consumer sales channel. 

Principal risks and uncertainties
 
The key risk areas for the group are:
 
reputational damage in the event of any faulty products or services;
competition from other e-bike manufacturers in the industry
supply chain availability and timeliness; and

The group has implemented several strategic measures to mitigate these key risks. To address reputational risks from faulty products or services, the Group has established rigorous quality control processes, and responsive customer service channels to swiftly resolve any issues. In response to industry competition, the Group invests in continuous product innovation, strategic marketing, and strong brand differentiation to maintain a competitive edge. To ensure supply chain resilience, the Group has developed diversified supplier relationships, maintained adequate inventory levels, and employs proactive supply chain management strategies to minimize disruptions and ensure timely product availability. These measures collectively strengthen the Group’s market position and operational stability.
 
Page 3

 

MA MICRO HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024


Corporate structure overview
 
The MA Micro Holding Limited Board approves a 3 year plan annually, or longer where the need arises, against which it monitors both operational and financial performance. The directors agree the strategy and review its funding requirements against these budgets. Where appropriate investments are scaled back, or the start delayed. In approving the strategy, the directors also consider external factors including the development of the technology industry together with the global economic and market conditions.

The group understands the importance and benefit of having broad range of skills, experience, perspectives and backgrounds in our teams and continuously strives to attract, engage and retain a diverse range of talented people. Understanding the importance of the group’s employees to the long term success of the business, it regularly communicates to its employees through presentations, internal groupwide emails and newsletters. MA Micro Holding Limited slack channel give employees the opportunity to interact with members of the Board and other key management personnel. Employees are encouraged to ask questions about the team’s purpose, goals and direction.

Employee surveys are undertaken to receive feedback about the employee experience, the results of which are carefully analysed and discussed by the board. Employees are offered a range of development opportunities including mentoring, coaching and e learning that enable the board to identify and develop the skills and knowledge it needs to succeed now and in the future.

The Board regularly reviews how the group maintains positive relationships with all its stakeholders. It understands the importance of the group supply chain in delivering its long term plans. The group’s principal risks and uncertainties set out risks that can impact its long term success and how these risks relate to its stakeholders. The Board seeks information on the interaction with stakeholders to ensure that they have enough information to reach appropriate conclusions about the risks faced by the group and how these are reflected within the long term plans.

The group’s environmental policy outlines the commitment to protect against the long term depletion of natural resources and lasting damage to species, habitats, biodiversity and climate. The group is focused on optimising its refurbishment operations to ensure that we can continually improve the repairability and re-usability of our parts. In addition to this the group is proud that its products are themselves enabling decarbonisation through, for example, the electrification of transport which encourages people to switch their transportation method, especially for commuting from cars to e-bikes.  

The Board takes the reputation of the group seriously, which is not limited to only operational and financial performance. The Board follows and approves a suite of controls that include adherence to anticorruption, bribery and anti slavery. The Board has committed to having a workforce that reflects society as a whole. It has considered the data, and narrative, relevant to the group’s Gender Pay Reporting in preparation for external publication, including proposed improvement plans to enhance performance.

The members of the group rely on the Board to protect and manage their investment in a responsible and sustainable way that generates value for them. The company holds regular management meetings for all the Board to share knowledge and ensure consistency across operations and the management meet with the shareholders on a monthly basis through company Board meetings which contains independent Non Executives alongside the Executive Directors.


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



S P Hancock
Director

Date: 30 December 2025

Page 4

 

MA MICRO HOLDINGS LIMITED

DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the period ended 31 December 2024.

Results and dividends

The loss for the period, after taxation and minority interests, amounted to £6,677,216 (30 April 2024: loss    
£622,140).

The directors do not propose a dividend for the period ended 31 December 2024 (30 April 2024: £nil).

Directors

The directors who served during the period were:

S P Hancock 
M J Meyohas 
D M Goldstein (resigned 8 September 2025)

Subsequent to the period end on 8 September 2025, D M Goldstein resigned as a director.

Going concern

MA Micro Holdings Limited is a holding company for several subsidiaries.

The directors have prepared forecasts and projections, based on expected revenue and expenditure for the group, including MA Micro Limited and VanMoof Netherlands BV, which management have sensitised. These forecasts indicate that the group will be able to operate within the level of its current cash reserves and available facilities.

The group is reliant on continued availability of shareholder investment facilities from the group's investors. Greybull Capital LLP ("Greybull”), authorised and regulated by the Financial Conduct Authority (“FCA”) and in its capacity as advisers to MA Micro Holdings Limited, has confirmed it is satisfied that the group’s investors have the means and willingness to continue to support the group and to continue meeting their obligations under the terms of the investor loans.

The directors have a reasonable expectation that the group has adequate resources, including continued access to the investor loans, to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date the financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Further details regarding the adoption of the going concern basis can be found in accounting policy 2.3.

Financial risk management objectives and policies

The group's activities expose it to several financial risks including foreign exchange risk, and liquidity risk.

Foreign exchange is managed through the hedging of significant USD exposures. Liquidity risk is managed using a weekly detailed cashflow forecasts to highlight and mitigate areas of exposure. Therefore, foreign exchange and liquidity risk are not considered a material risk to the group.

Future developments

The future developments of the group and company are explained in the strategic report on pages 2 to 4.

The group continues to invest significantly in R&D activities, for which it receives an element of government funding to support its investment to develop sustainable future technologies.

Page 5

 

MA MICRO HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

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





S P Hancock
Director

Date: 30 December 2025

Page 6

 

MA MICRO HOLDINGS LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024

The directors are responsible for preparing the group strategic report, 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 year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the company and the group and of the profit or loss of the 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 judgments 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 the group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 7

 

MA MICRO HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA MICRO HOLDINGS LIMITED
 FOR THE PERIOD ENDED 31 DECEMBER 2024

Opinion


We have audited the financial statements of MA Micro Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024, which comprise the consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 8

 

MA MICRO HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA MICRO HOLDINGS LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the group strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 9

 

MA MICRO HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA MICRO HOLDINGS LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the group through discussions with senior management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the group’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HM Revenue and Customs and the group’s legal advisors.

Page 10

 

MA MICRO HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA MICRO HOLDINGS LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

Auditor's responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Use of our report
 

This report is made solely to the company's parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's parent company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mark Hart FCA CTA (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
United Kingdom
WC2B 5AH

 
 
Date: 
30 December 2025
Page 11

 

MA MICRO HOLDINGS LIMITED
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024

8 months ended 31 December 2024
Year ended 30 April
2024
Note
£
£

  

Turnover
 4 
5,162,959
1,123,266

Cost of sales
  
(2,858,109)
(604,761)

Gross profit
  
2,304,850
518,505

Administrative expenses
  
(7,785,346)
(3,837,365)

Exceptional administrative expenses
 11 
-
(339,977)

Operating loss
 5 
(5,480,496)
(3,658,837)

Interest receivable and similar income
 8 
24,938
90,725

Interest payable and similar expenses
 9 
(1,935,261)
(925,147)

Fair value movements
 7 
-
3,418,830

Loss before taxation
  
(7,390,819)
(1,074,429)

Tax on loss
 10 
-
-

Loss for the financial year
  
(7,390,819)
(1,074,429)

Loss for the year attributable to:
  

Non-controlling interests
  
(713,603)
(452,289)

Owners of the parent
  
(6,677,216)
(622,140)

Total loss for the year
  
(7,390,819)
(1,074,429)

The notes on pages 21 to 43 form part of these financial statements.

Page 12

 

MA MICRO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024

8 months ended 31 December 2024
Year ended 30 April
2024
£
£


Loss for the financial year

(7,390,819)
(1,074,429)

Other comprehensive income


Foreign exchange movement
(161,977)
21,716

Total comprehensive income for the period
(7,552,796)
(1,052,713)

Loss for the year attributable to:


Non-controlling interest
(713,603)
(452,289)

Owners of the parent company
(6,813,890)
(600,424)

(7,527,493)
(1,052,713)

Page 13


 
REGISTERED NUMBER:13358028
MA MICRO HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

31 December
30 April
2024
2024
Note
£
£

Fixed assets
  

Intangible assets
 12 
14,522,419
13,072,284

Negative goodwill
 12 
(1,894,333)
(2,525,776)

Tangible assets
 13 
495,946
549,260

  
13,124,032
11,095,768

Current assets
  

Stocks
 15 
1,656,771
1,718,289

Debtors: amounts falling due after more than one year
 16 
177,412
225,618

Debtors: amounts falling due within one year
 16 
1,279,501
1,728,129

Cash at bank and in hand
 17 
3,852,644
2,708,526

  
6,966,328
6,380,562

  

Creditors: amounts falling due within one year
 18 
(2,218,148)
(1,655,056)

Net current assets
  
 
 
4,748,180
 
 
4,725,506

Total assets less current liabilities
  
17,872,212
15,821,274

  

Creditors: amounts falling due after more than one year
 19 
(21,527,195)
(16,917,249)

Provisions for liabilities
  

Warranty provisions
 20 
(101,420)
-

Net liabilities
  
(3,756,403)
(1,095,975)


Capital and reserves
  

Called up share capital 
 21 
170
170

Foreign exchange reserve
 22 
140,261
(21,716)

Other reserves
 22 
4,568,414
-

Profit and loss account
 22 
(7,583,506)
(906,290)

Equity attributable to owners of the  company
  
(2,874,661)
(927,836)

Non-controlling interests
  
(881,742)
(168,139)

Deficiency on shareholder funds
  
(3,756,403)
(1,095,975)


Page 14


 
REGISTERED NUMBER:13358028
MA MICRO HOLDINGS LIMITED
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S P Hancock
Director

Date: 30 December 2025

The notes on pages 21 to 43 form part of these financial statements.

Page 15


 
REGISTERED NUMBER:13358028
MA MICRO HOLDINGS LIMITED

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

31 December
30 April
2024
2024
Note
£
£

Fixed assets
  

Investments
 14 
1
1

Current assets
  

Debtors: amounts falling due after more than one year
 16 
18,070,976
10,748,497

Debtors: amounts falling due within one year
 16 
1,699
723,757

Cash at bank and in hand
 17 
1,795,743
606,865

Total assets less current liabilities
  
 
 
19,868,419
 
 
12,079,120

  

Creditors: amounts falling due after more than one year
 19 
(12,375,259)
(8,899,581)

  

Net assets
  
7,493,160
3,179,539


Capital and reserves
  

Called up share capital 
 21 
170
170

Foreign exchange reserve
 22 
3,525
3,525

Other reserves
 22 
4,568,414
-

Profit and loss account brought forward
  
3,175,844
-

Loss/(profit) for the period
  
(254,793)
3,175,844

Profit and loss account carried forward
  
2,921,051
3,175,844

Total equity
  
7,493,160
3,179,539


The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax of the parent company for the year was £254,793 (30 April 2024: profit after tax of £3,175,844).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S P Hancock
Director

Date: 30 December 2025

The notes on pages 21 to 43 form part of these financial statements.

Page 16

MA MICRO HOLDINGS LIMITED


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024



Called up share capital
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of  company
Non-controlling interests
Total equity


£
£
£
£
£
£
£



At 1 May 2023
80
-
-
-
80
-
80



Comprehensive income for the year


Loss for the financial year
-
-
-
(622,140)
(622,140)
(452,289)
(1,074,429)


Foreign exchange movement
-
(21,716)
-
-
(21,716)
-
(21,716)

Total comprehensive income for the year
-
(21,716)
-
(622,140)
(643,856)
(452,289)
(1,096,145)


Shares issued during the year
90
-
-
-
90
-
90


Non controlling interest
-
-
-
(284,150)
(284,150)
284,150
-





At 1 May 2024
170
(21,716)
-
(906,290)
(927,836)
(168,139)
(1,095,975)



Comprehensive income for the period


Loss for the financial period
-
-
-
(6,677,216)
(6,677,216)
(713,603)
(7,390,819)


Foreign exchange movement
-
161,977
-
-
161,977
-
161,977

Total comprehensive income for the period
-
161,977
-
(6,677,216)
(6,515,239)
(713,603)
(7,228,842)



Contributions by and distributions to owners


Convertible loan note
-
-
4,568,414
-
4,568,414
-
4,568,414



At 31 December 2024
170
140,261
4,568,414
(7,583,506)
(2,874,661)
(881,742)
(3,756,403)



The notes on pages 21 to 43 form part of these financial statements.

Page 17


MA MICRO HOLDINGS LIMITED


 
  
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024



Called up share capital
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£



At 1 May 2023
80
-
-
-
80



Comprehensive income for the year


Profit for the financial year
-
-
-
3,175,844
3,175,844


Foreign exchange movement
-
3,525
-
-
3,525



Contributions by and distributions to owners


Shares issued during the year
90
-
-
-
90





At 1 May 2024
170
3,525
-
3,175,844
3,179,539



Comprehensive income for the year


Loss for the financial period
-
-
-
(254,793)
(254,793)



Contributions by and distributions to owners


Convertible loan note
-
-
4,568,414
-
4,568,414



At 31 December 2024
170
3,525
4,568,414
2,921,051
7,493,160



The notes on pages 21 to 43 form part of these financial statements.

Page 18
 

MA MICRO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024

31 December
30 April
2024
2024
£
£

Cash flows from operating activities

Loss for the financial period
(7,390,819)
(1,074,429)

Adjustments for:

Amortisation of intangible assets
313,374
134,806

Depreciation of tangible assets
92,443
18,967

Loss on disposal of tangible assets
73,585
-

Interest payable
1,935,261
593,411

Interest receivable
(24,938)
(94,250)

Decrease/(increase) in stocks
61,518
(1,718,289)

Decrease/(increase) in debtors
496,834
(599,104)

Increase in creditors
1,009,428
1,439,054

Increase in provisions
101,420
-

Net cash used in operating activities

(3,331,894)
(1,299,834)


Cash flows from investing activities

Purchase of intangible fixed assets
(2,468,537)
(110,351)

Purchase of tangible fixed assets
(39,129)
(63,594)

Amounts advanced to subsidiary pre acquisition
-
(5,128,566)

Cash acquired on acquisition of subsidary
-
600,341

Interest receivable
24,938
94,250

Net cash from investing activities

(2,482,728)
(4,607,920)

Cash flows from financing activities

Issue of ordinary shares
-
90

New secured loans
7,924,666
331,736

Loans from other participating interests
807,358
8,899,581

Interest payable
(1,935,261)
(593,411)

Net cash generated from financing activities
6,796,763
8,637,996
Page 19

 

MA MICRO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024

31 December
30 April

2024
2024

£
£



Net increase in cash and cash equivalents
982,141
2,730,242

Cash and cash equivalents at beginning of period
2,708,526
-

Foreign exchange movement
161,977
(21,716)

Cash and cash equivalents at the end of period
3,852,644
2,708,526


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,852,644
2,708,526

3,852,644
2,708,526


The notes on pages 21 to 43 form part of these financial statements.

Page 20

 

MA MICRO HOLDINGS LIMITED

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

1.


General information

MA Micro Holdings Limited (the "company") and its subsidiaries (the "group") are privately owned and incorporated in the United Kingdom and The Netherlands. The address of the registered office is given on page 1. The nature of the group's operations and its principal activities are set out in the Strategic report on pages 2 to 4.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.3

Going concern

MA Micro Holdings Limited is a holding company for several subsidiaries. 

The directors have prepared forecasts and projections, based on expected revenue and expenditure for the group, including MA Micro Limited and VanMoof Netherlands BV, which management have sensitised. These forecasts indicate that the group will be able to operate within the level of its current cash reserves and available facilities.

The group is reliant on continued availability of shareholder investment facilities from the group's investors. Greybull Capital LLP ("Greybull”), authorised and regulated by the Financial Conduct Authority (“FCA”) and in its capacity as advisers to MA Micro Holdings Limited, has confirmed it is satisfied that the group’s investors have the means and willingness to continue to support the group and to continue meeting their obligations under the terms of the investor loans.

The key risk areas for the group and its subsidiaries includes:reputational damage in the event of: 
 
any faulty products or services;
competition from other e-bike manufacturers in the industry
supply chain availability and timeliness; and

The Group has implemented several strategic measures to mitigate these key risks. To address reputational risks from faulty products or services, the Group has established rigorous quality control processes, and responsive customer service channels to swiftly resolve any issues. In response to industry competition, the Group invests in continuous product innovation, strategic marketing, and strong brand differentiation to maintain a competitive edge. To ensure supply chain resilience, the Group has developed diversified supplier relationships, maintains adequate inventory levels, and employs proactive supply chain management strategies to minimize disruptions and ensure timely product availability. These measures collectively strengthen the Group’s market position and operational stability.

The directors have a reasonable expectation that the group has adequate resources, including continued access to the investor loans, to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date the financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 22

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

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.

All foreign exchange gains and losses are presented in the consolidated profit and loss account within 'administrative expenses'.

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.

Page 23

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the group has transferred the significant risks and rewards of ownership to the buyer;
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 24

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

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

 
2.11

Pensions

Defined contribution pension plan

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

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 balance sheet date.

Page 25

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.15

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:

Long-term leasehold property
-
6 years
Plant and machinery
-
3 years
Fixtures and fittings
-
3 years
Office equipment
-
3 years
Computer equipment
-
3 years

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.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.




2.19

Financial instruments

The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. 
 
The group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 27

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)




Financial instruments (continued)

Impairment of financial assets

Financial assets 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 profit and loss account. 

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.

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 profit or loss.

Derecognition of financial assets and financial liabilities

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) despite having retained some significant risks and rewards of ownership, 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 are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

  
2.20

Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Page 28

 

MA MICRO HOLDINGS LIMITED

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

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with adopted FRS102 requires management to make judgments, estimates and assumptions that affect the application of the group’s accounting policies, which are described in note 2, with respect to the carrying amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These judgments, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, including current and expected economic conditions. Although these judgments, estimates and associated assumptions are based on management’s best knowledge of current events and circumstances, the actual results may differ. 

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The judgments, estimates and assumptions which are of most significance in preparing the group’s financial statements are detailed below:

(i) Impairment of intangible assets

The group tests intangible assets for impairment if there are indications that amounts may be impaired. The impairment analysis for such assets is based principally upon discounted estimated future cash flows from the use and eventual disposal of the assets. Such an analysis includes the estimation of future results, cash flows, annual growth rates and discount rates.

(ii) Useful economic lives of intangible fixed assets

The directors review the useful economic lives of intangible fixed assets on an annual basis. In arriving at this judgement, the directors consider the expected benefit to be derived from the asset. Actual useful economic lives may differ from these estimates.

(iii) Convertible loan note

The proceeds received on issue of the group's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet. 

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The directors have exercised judgment in estimating the market rate of interest on which to discount the cash flows to attribute the equity and debt components of the convertible loan note.
 
Page 29

 

MA MICRO HOLDINGS LIMITED

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

3.Judgments in applying accounting policies (continued)

Judgments in applying accounting policies and key sources of estimation uncertainty (continued)

(iv) Fair value of non market rate loan 

The group has a loan payable that is not on market terms. Determining its fair value at initial recognition and subsequent measurement involves judgment. The fair value is estimated using a discounted cash flow model, which requires assumptions about the timing and amount of future cash flows and the discount rate that reflects a market participant’s assessment of credit risk and prevailing market interest rates for similar instruments. Changes in these assumptions, particularly the discount rate, could materially affect the reported fair value and related interest income or expense.

Estimates and judgments on the key assumptions are continually evaluated. Changes in key assumptions could affect the carrying amounts of assets, and impairment charges and reversals will affect income.


4.


Turnover

An analysis of turnover by class of business is as follows:


31 December
2024
30 April
2024
£
£

Sales of bikes
5,131,915
992,908

Sales commissions
31,044
130,358

5,162,959
1,123,266


Analysis of turnover by country of destination:

31 December
2024
30 April
2024
£
£

United Kingdom
146,473
-

Rest of Europe
5,016,486
1,123,266

5,162,959
1,123,266


Page 30

 

MA MICRO HOLDINGS LIMITED

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

5.


Operating loss

The operating loss is stated after charging:

31 December
2024
30 April
2024
£
£

Research & development charged as an expense
33,319
8,675

Foreign exchange loss
9,626
41,011

Other operating lease rentals
335,815
168,570

Depreciation
92,443
18,967

Amortisation
313,374
355,411

Fees payable to the company's auditor for the audit of the consolidated and
parent company financial statements
52,275
44,250

Fees payable to the company's auditor for non audit services in respect of
the consolidated and parent company financial statements
17,475
13,500

Page 31

 

MA MICRO HOLDINGS LIMITED

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

6.


Employees

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


Group
31 December
Group
30 April
2024
2024
£
£


Wages and salaries
1,852,056
1,918,347

Social security costs
439,301
172,712

Cost of defined contribution scheme
105,409
76,884

2,396,766
2,167,943


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


  31 December 2024
    30 April 2024
            No.
            No.







Admin
9
6



Sales
4
7



Other
65
72

78
85

The directors did not receive any remuneration in either the financial period ended 31 December 2024 or the year ended 30 April 2024.

Key management personnel across the business who together who have authority and responsibility for planning, directing and controlling activities of the Group. The total compensation paid to key management personnel for services provided was £537,382 (30 April 2024: £166,160).


7.


Fair value movements

31 December
30 April
2024
2024
£
£



Fair value movements
-
3,418,830

During the year ended 30 April 2024, fair value movements of £3.4m in respect of the fair value adjustment of a non market rate loan was recognised.

Page 32

 

MA MICRO HOLDINGS LIMITED

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

8.


Interest receivable

31 December 2024
30 April
 2024
£
£


Other interest receivable
-
90,725

Bank interest receivable
24,938
-

24,938
90,725


9.


Interest payable and similar expenses

31 December
2024
30 April
 2024
£
£


Other loan interest payable
1,935,261
925,147


10.


Taxation


31 December
2024
30 April
 2024
£
£





Current and deferred tax
-
-
Page 33

 

MA MICRO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (30 April 2024 - 25   %). The differences are explained below:

31 December
 2024
30 April
2024
£
£


Loss before taxation
(7,390,819)
(1,074,429)


Loss before taxation multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(1,847,705)
(268,607)

Effects of:


Non-tax deductible amortisation of goodwill
(157,861)
(78,931)

Non-tax deductible fair value adjustments
-
(854,708)

Unrelieved tax losses carried forward
2,005,566
1,202,246

Total tax charge for the period/year
-
-


Factors that may affect future tax charges

There are no future tax changes that impact the group.


11.


Exceptional items

31 December 2024
30 April
 2024
£
£


Restructuring costs
-
339,977

During the year ended 30 April 2024, the group incurred restructuring costs. The directors have concluded that the costs incurred are exceptional.

Page 34

 

 
MA MICRO HOLDINGS LIMITED

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


12.


Intangible assets


Group









Patents
Development expenditure
Trademarks
Goodwill
Negative goodwill
Total

£
£
£
£
£
£



Cost


At 1 May 2024
12,643,171
36,766
73,585
769,290
(2,841,499)
10,681,313


Additions
22,235
2,446,303
-
-
-
2,468,538


Disposals
-
-
(73,585)
-
-
(73,585)



At 31 December 2024

12,665,406
2,483,069
-
769,290
(2,841,499)
13,076,266



Amortisation


At 1 May 2024
426,025
-
-
24,503
(315,722)
134,806


Charge for the period 
893,054
-
-
51,764
(631,444)
313,374



At 31 December 2024

1,319,079
-
-
76,267
(947,166)
448,180



Net book value



At 31 December 2024
11,346,327
2,483,069
-
693,023
(1,894,333)
12,628,086



At 30 April 2024
12,217,146
36,766
73,585
744,787
(2,525,777)
10,546,507

Page 35


 

 
MA MICRO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
 
           12.Intangible assets (continued)

During the year ended 30 April 2024, on 31 December 2023, the group purchased the intellectual property of VanMoof Inc. and recognised goodwill as a result of the acquisition of the VanMoof group.

At 31 December 2024 the directors performed an impairment review of the group's intangible fixed assets and concluded the recoverable amount is in excess of the carrying book value. In making that assessment, the directors considered the anticipated cashflows arising from the acquired IP which have been discounted at 6.75%.

Negative goodwill has been recognised on the purchase of MA Micro Limited. Negative goodwill is amortised over its finite useful life of 3 years using the straight line amortisation method.



Page 36


 

 
MA MICRO HOLDINGS LIMITED

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


13.


Tangible fixed assets


Group



Leasehold
improvements
Plant and machinery
Fixtures and fittings
Office equipment
Computer equipment
Mold
machinery
Total

£
£
£
£
£
£
£



Cost 


At 1 May 2024
19,175
4,675
165,426
28,271
59,961
290,719
568,227


Additions
8,821
-
5,527
-
24,781
-
39,129



At 31 December 2024

27,996
4,675
170,953
28,271
84,742
290,719
607,356



Depreciation


At 1 May 2024
3,196
567
5,994
1,312
7,898
-
18,967


Charge for the period 
7,649
1,133
56,086
4,291
23,284
-
92,443



At 31 December 2024

10,845
1,700
62,080
5,603
31,182
-
111,410



Net book value



At 31 December 2024
17,151
2,975
108,873
22,668
53,560
290,719
495,946



At 30 April 2024
15,979
4,108
159,432
26,959
52,063
290,719
549,260

Page 37
 

MA MICRO HOLDINGS LIMITED

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

14.


Fixed asset investments


Direct subsidiary undertaking


During the year ended 30 April 2024, the parent company purchased the share capital of MA Micro Limited and recognises an investment of £1.


The following was a direct subsidiary undertaking of the company:

Name

Registered office

Class of shares

Holding

MA Micro Limited
22 Baker Street, London, England, W1U 3BW
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

MA Asset Holdings Limited
22 Baker Street, London, United KingdomW1U 3BW
Ordinary
100%
VanMoof Netherlands B.V
Nieuwe Looiersdwarsstraat, 9, 1017TZ, Amsterdam, Netherlands
Ordinary
100%
MA Micro Netherlands B.V
Nieuwe Looiersdwarsstraat, 9, 1017TZ, Amsterdam, Netherlands
Ordinary
100%


15.


Stocks

Group
31 December
Group
30 April
Company
31 December
Company
30 April
2024
2024
2024
2024
£
£
£
£

Raw materials and consumables
1,004,665
999,505
-
-

Finished goods and goods for resale
652,106
718,784
-
-

1,656,771
1,718,289
-
-


There is no significant difference between the replacement cost of the stock and its carrying amount.

Page 38

 

MA MICRO HOLDINGS LIMITED

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

16.


Debtors

Group
31 December
Group
30 April
Company
31 December
Company
30 April
2024
2024
2024
2024
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
18,070,976
10,748,497

Other debtors
177,412
225,618
-
-

177,412
225,618
18,070,976
10,748,497


Group
31 December
Group
30 April
Company
31 December
Company
30 April
2024
2024
2024
2024
£
£
£
£

Due within one year

Trade debtors
392,832
374,026
-
-

Amounts owed by associated undertakings
1,529
723,587
1,529
723,587

Other debtors
178,822
182,656
-
-

Called up share capital not paid
170
170
170
170

Prepayments and accrued income
706,148
447,690
-
-

1,279,501
1,728,129
1,699
723,757


Amounts owed by group undertakings due after more than one year in the parent company at 31 December 2024 and 30 April 2024 are unsecured and repayable by 31 August 2028. Interest is charged between 4-7% above the base rate.

Amounts owed by associated undertakings due within one year at 31 December 2024 and 30 April 2024 are unsecured, interest free and repayable on demand. 


17.


Cash and cash equivalents

Group
31 December
Group
30 April
Company
31 December
Company
30 April
2024
2024
2024
2024
£
£
£
£

Cash at bank and in hand
3,852,644
2,708,526
1,795,743
606,865


Page 39

 

MA MICRO HOLDINGS LIMITED

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

18.


Creditors: Amounts falling due within one year

Group
31 December
Group
30 April
Company
31 December
Company
30 April
2024
2024
2024
2024
£
£
£
£

Trade creditors
454,411
885,431
-
-

Other taxation and social security
629,284
124,209
-
-

Other creditors
838,734
294,647
-
-

Accruals and deferred income
295,719
350,769
-
-

2,218,148
1,655,056
-
-



19.


Creditors: Amounts falling due after more than one year

Group
31 December
Group
30 April
Company
31 December
Company
30 April
2024
2024
2024
2024
£
£
£
£

Convertible loan note
10,304,580
6,948,328
2,668,320
-

Amounts owed to shareholder loans
9,706,939
8,899,581
9,706,939
8,899,581

Other creditors
1,515,676
1,069,340
-
-

21,527,195
16,917,249
12,375,259
8,899,581


The group granted a convertible loan note on 31 August 2023 for €15,000,000 with the option to convert at any time for an equity participation. If not converted, the loan shall be repaid at par by 31 August 2028. The company attributed the debt component using an interest rate of 10% above the base rate to the discounted cash flows.

The group granted a convertible loan note on 23 July 2024 for £6,795,000 with the option to convert at any time for an equity participation. If not converted, the loan shall be repaid at par by 31 December 2028.

Amounts owed to shareholder loans at 31 December 2024 and 30 April 2024 relate to drawdowns on a facility with the company's investors. Interest is charged between 3-7% above base rate. The loans are repayable by 31 August 2028.

Other creditors relate to amounts owed to other participating interests. This amount is unsecured, interest free and repayable on 31 December 2026.

Subsequent to the year end on 20 November 2025, the parent company granted a convertible loan note of £5,000,000 with the option to convert at any time for an equity participation. If not converted, the loan shall be repaid at par by 31 December 2028.


Page 40

 

MA MICRO HOLDINGS LIMITED

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

20.


Provisions


Group









Warranty provision

£





Charged to profit or loss
101,420



At 31 December 2024
101,420

A provision has been recognised for expected claims against product warranties. This expenditure will be incurred in the next two financial years. The provision has not been discounted since the effect of discounting is not material. 


21.


Share capital

31 December
30 April
2024
2024
£
£
Allotted, called up and fully paid



169,920 (2024 - 169,920) Ordinary shares shares of £0.001 each
170
170

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



22.


Reserves

Foreign exchange reserve

The foreign exchange reserve represents differences arising on translation of subsidiary entities into the functional currency of the group.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 41

 

MA MICRO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
23.


Analysis of net debt




At 1 May 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,708,526

1,144,118

3,852,644

Debt due after 1 year

(15,847,909)

(4,163,610)

(20,011,519)


(13,139,383)
(3,019,492)
(16,158,875)


24.


Pension commitments

The group operates a defined contributions 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 £105,409 (2024: £76,884). Contributions totalling £11,373 (2024: £19,913) were payable to the fund at the balance sheet date and are included in creditors.


25.


Commitments under operating leases

At 31 December 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 December
Group
30 April
2024
2024
£
£

Not later than 1 year
479,505
495,219

Later than 1 year and not later than 5 years
937,918
597,450

Later than 5 years
-
1,092,669

1,417,423
2,185,338

26.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosure" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:

The group incurred costs from Greybull Capital LLP, whose members are also directors of the company, of £nil (2024: £250,000) for advisory services

The company hold debt instruments from Greybull Capital LLP, whose members are also directors of the company. The carrying amount at year end is £300,000 (2024: £300,000) for advisory services.

Page 42

 

MA MICRO HOLDINGS LIMITED

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

27.


Controlling party

In the opinion of the directors, the ultimate controlling party is Marc Joseph Meyohas who owns 100% of the company.

 
Page 43