ACCOUNTS - Final Accounts preparation

Company Registration Number: 11142331

GIBOVENDEE UK LTD

AUDITED
FINANCIAL STATEMENTS

31 JANUARY 2026

GIBOVENDEE UK LTD

REGISTERED NUMBER: 11142331

STATEMENT OF FINANCIAL POSITION

AS AT 31 JANUARY 2026

		2026		2025
Note		£		£

Fixed assets
Intangible assets	5		663,707		707,953
Tangible assets	6		40,893		289,263
			704,600		997,216
Current assets
Debtors	7	600,637		744,575
Cash at bank and in hand		1,093,640		1,151,759
		1,694,277		1,896,334
Creditors: amounts falling due within one year	8	(146,999)		(949,631)
Net current assets			1,547,278		946,703
Total assets less current liabilities			2,251,878		1,943,919

Net assets			2,251,878		1,943,919

Capital and reserves
Called up share capital	6,172	6,172
Share premium account	2,061,930	2,061,930
Profit and loss account	183,776	(124,183)
	2,251,878	1,943,919

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

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2026.

................................................

Laurent Soullard

Director

The notes on pages 2 to 10 form part of these financial statements.

Page 1

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

1.	General information

Gibovendee UK Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office and principal place of business is The Hatchery, Broad Piece, Soham, Ely, England, CB7 5EL. The financial statements are prepared in Pound 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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The following principal accounting policies have been applied:

2.2

Going concern

These financial statements have been prepared on a going concern basis. The Directors have considered the various business risks applicable to the Company and have assessed the level of potential uncertainty in relation to the financial projections for a period of at least twelve months from the date of signing of the financial statements. Based on this assessment, the Directors consider that the Company has an appropriate level of liquidity to meet the demands of the business and has therefore continued to adopt the going concern basis of accounting in preparing these financial statements.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss 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 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'.

Page 2

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.4

Revenue

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. 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 Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company 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 Company 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.

2.5

Interest income

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

2.6

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.

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 3

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.8

Taxation

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 operates and generates 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; 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 reporting date.

2.9

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 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 Statement of Comprehensive Income over its useful economic life which is twenty years.

Page 4

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.10

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:

Plant and machinery	-	20%	Straight line basis
Motor vehicles	-	10%	Straight line basis
Office equipment	-	20%	Straight line basis

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.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 5

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.14

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit or loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 6

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.14

Financial instruments (continued)

The Company classifies financial liabilities from its supplier finance arrangements as trade creditors as the arrangements have not substantively changed the payment dates and other contractual terms compared to the underlying trade creditors.

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

In the application of the Company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
In preparing these financial statements, the Director has made the following estimate:

Amortisation of 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 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 Statement of Comprehensive Income over its useful economic life.

Employees

The average monthly number of employees, including directors, during the year was 3 (2025 - 6).

Page 7

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

5.	Intangible assets

		Goodwill
		£
	Cost
	At 1 February 2025	884,942
	At 31 January 2026	884,942
	Amortisation
	At 1 February 2025	176,988
	Charge for the year on owned assets	44,247
	At 31 January 2026	221,235
	Net book value
	At 31 January 2026	663,707
	At 31 January 2025	707,953

6.	Tangible fixed assets

	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 February 2025	1,232,752	21,900	-	1,254,652
Additions	-	-	300	300
At 31 January 2026	1,232,752	21,900	300	1,254,952
Depreciation
At 1 February 2025	958,645	6,744	-	965,389
Charge for the year on owned assets	246,430	2,190	50	248,670
At 31 January 2026	1,205,075	8,934	50	1,214,059
Net book value
At 31 January 2026	27,677	12,966	250	40,893
At 31 January 2025	274,107	15,156	-	289,263

Page 8

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Debtors

					2026	2025
					£	£



Trade debtors	542,481	651,401
Amounts owed by parent company	5,640	5,159
Other debtors	49,175	88,015
Prepayments and accrued income	3,341	-
	600,637	744,575

8.	Creditors: Amounts falling due within one year
		2026	2025
		£	£

Trade creditors	77,886	895,263
Amounts owed to parent company	-	226
Corporation tax	41,501	7,774
Other taxation and social security	351	-
Other creditors	1,025	5
Accruals and deferred income	26,236	46,363
	146,999	949,631

9.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

6,172 (2025 - 6,172) Ordinary shares of £1.00 each	6,172	6,172

10.	Related party transactions
	The company has taken advantage of the exemption under FRS 102 paragraph 33.1A from disclosing transactions entered into between members of the group, as any subsidiary which is a party to such transactions is wholly owned by a member of the group.

Page 9

GIBOVENDEE UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

11.	Controlling party

The company's immediate parent is Gibovendee SAS, incorporated in France.

The ultimate parent is Gibolding SAS, incorporated in France.

The parent of the smallest group in which these financial statements are consolidated is Gibolding SAS. The registered office address of Gibolding SAS is:
ZA La Barboire
85500
Chanverrie
France

12.	Auditors' information

The auditors' report on the financial statements for the year ended 31 January 2026 was unqualified.

The audit report was signed on 30 October 2026 by Becky Morgan (Senior Statutory Auditor) on behalf of Armstrong Watson Audit Limited.

Page 10