Registered number: 07455738
WHOCANFIXMYCAR.COM LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 MARCH 2023
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WHOCANFIXMYCAR.COM LTD
COMPANY INFORMATION
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James Cowper Kreston Audit
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WHOCANFIXMYCAR.COM LTD
CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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WHOCANFIXMYCAR.COM LTD
REGISTERED NUMBER: 07455738
BALANCE SHEET
AS AT 31 MARCH 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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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 profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Page 1
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WHOCANFIXMYCAR.COM LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023
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Share based payment reserve
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Comprehensive income for the year
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Comprehensive income for the period
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Share based payment charge
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The notes on pages 3 to 12 form part of these financial statements.
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Page 2
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
Whocanfixmycar.com Ltd (‘the Company’) is a private company limited by shares, incorporated in
the United Kingdom and registered in England. The address of the registered office is 80 Cheapside, London, United Kingdom, EC2V 6EE.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
These financial statements cover the 15 month period 1 January 2022 to 31 March 2023. The comparative period is for the year ended 31 December 2021.
The following principal accounting policies have been applied:
In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of signing of these financial statements.
The Company incurred a loss for the period of £1,569,330 and has accumulated losses of £4,657,446 at the Balance Sheet date. For a business at this stage in its development this is within the directors expectation and at the year end the Company still had net assets of £322,607 and cash of £561,665.
Following the acquisition by Niterra EMEA GmbH in May 2023, the Company has invested in the business in order to meet future working capital requirements to facilitate the growth and roll out of the next generation software platform. The Company continues to be supported by the parent company and therefore the directors are satisfied that the preparation of the financial statements under the going concern assumption is appropriate.
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Foreign currency translation
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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.
Page 3
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
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:
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 Company 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.
Awards-based sponsorship and ticket sales income is recognised on the date of the awards event.
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Operating leases: the Company as lessee
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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.
Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the profit and loss account in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Page 4
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Intangible assets are the costs of internal development work, primarily cost of staff developing the product and external development work provided by a third party.
Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:
∙It is technically feasible to complete the intangible asset so that it will be available for use or sale;
∙There is the intention to complete and use or sell it;
∙There is the ability to use or sell the intangible asset;
∙The use or sale of the intangible asset will generate probable future economic benefits;
∙There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
∙The expenditure attributable to the intanbile asset during its development can be measured reliably.
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.
Amortisation is provided on the following bases:
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.
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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.
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.
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Cash and cash equivalents
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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.
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.
Basic financial instruments
The company's basic debt instruments, including trade and other accounts receivable and payable and cash and bank balances are all due within one year and are measured, initially and subsequently, at the transaction price.
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Share based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and making assumptions about them.
Debt component of equity instruments
The proceeds received on issue of the entity's preference shares has been allocated into their liability and equity components and presented separately in the Balance Sheet.
The amount initially attributed to the liability component equals the discounted cash flows using a market rate of interest that would be payable on a similar liability instrument and is not subsequently remeasured.
The difference between the net proceeds of these shares and the liability component is credited direct to equity and is not subsequently remeasured.
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The average monthly number of employees, including directors, during the period was 53 (2021: 47).
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Page 7
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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The Company operates an EMI scheme under which share options, settled by the issue of ordinary shares in the Company, have been granted to certain management. The options may only be exercised if the management remain in employment with the Company and the Company engages in an equity event (including a change in control, a listing or a reconstruction) or a sale of trade and assets (non-market based vesting conditions). The options expire 10 years after the date of issue.
Outstanding options at the Balance Sheet date are as follows:
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Weighted average exercise price (pence)
2023
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Weighted average exercise price
(pence)
2021
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Outstanding at the beginning of the period
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Granted during the period
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Forfeited during the period
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Outstanding at the end of the period
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On the 10th May 2023, the share options were all exercised and subsequently sold as a part of the sale to Niterra EMEA GmbH, documented in note 14.
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Page 8
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
Page 9
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Charge for the period on owned assets
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Debtors: Amounts falling due within one year
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Prepayments and accrued income
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Page 10
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Share capital treated as debt
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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The Company operates a defined contribution pension scheme. The pension charge for the period represents contributions payable by the Company to the fund and amounted to £69,458 (2021: £47,634).
Contributions amounting to £13,743 (2021: £11,491) were payable to the fund at the period end and are
included within creditors.
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WHOCANFIXMYCAR.COM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Commitments under operating leases
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At 31 March 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Post Balance Sheet events
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On the 10 May 2023, the shareholders of the Company sold 100% of their shareholding to Niterra EMEA GmbH. From this date, Niterra EMEA GmbH is considered the ultimate controlling party.
The auditors' report on the financial statements for the period ended 31 March 2023 was unqualified.
The audit report was signed on 18 April 2024 by Michael Bath BSc FCA DChA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
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