Company registration number:
08789165
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FOR THE YEAR ENDED
31 DECEMBER 2020
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditors
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CONTENTS
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Statement of Financial Position
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Notes to the Financial Statements
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MGAGE EUROPE LIMITED
REGISTERED NUMBER:
08789165
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STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2020
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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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Total assets less current liabilities
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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 statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
................................................
D. Goldbarg
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The notes on pages 2 to 8 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
mGage Europe Limited is a private company limited by shares, incorporated and domiciled in England and Wales. The address of its registered office and principal place of business is First Floor, 35 Great St Helen's, London EC3A 6AP.
These financial statements have been rounded to the nearest GBP.
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 Section 1A of
Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The directors consider the going concern basis to be appropriate having paid due regard to the Company and its Group's projects results projected for the twelve month period from the date the financial statements are approved and the anticipated cash flows, availability of bank facilities and mitigating actions that can be taken during the year.
Vivial Inc. has confirmed that they will make available to the company, funding over the next twelve months, to enable the company to discharge all their debts and liabilities as they fall due.
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Exemption from preparing consolidated financial statements
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The Company owns 100% of the issued share capital of mGage Athens (incorporated in Greece). The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and the Group are considered eligible for the exemption to prepare consolidated accounts.
Revenue is represented by the provision of mobile content and messaging solutions net of Value Added Tax. Revenue is recognised through monthly issued traffic being reconciled and agreed between mGage and its customers. The agreed corresponding sale is recorded as revenue in the accounts.
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 five years.
Amortisation is provided on the following bases:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.
Accounting policies (continued)
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:
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.
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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.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.
Accounting policies (continued)
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.
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 Statement of Financial Position 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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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The average monthly number of employees, including directors, during the year was
32
(2019 -
38
)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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Short-term leasehold property
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
The company holds 100% of the ordinary shareholding in mGage Athens Private Company, a company incorporated in Greece.
The principal activity of that entity is that of services provided in relation to mobile engagement activities. The value of the investment at 31 December 2020 is £nil (2019: £nil).
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £82,189 (2019 - £74,488). Contributions totalling £11,202 (2019 - £14,009) were payable to the fund at the reporting date and are included in creditors.
The company's immediate parent undertaking is mGage LLC, a company incorporated in USA. The ultimate parent undertaking is Vivial Inc., a company incorporated in USA. The registered office is 160 Inverness Drive West, Suite 250, Englewood, CO 80112.
On February 19th, 2021, it was announced that Kaleyra signed a definitive agreement to acquire mGage LLC and its
subsidiaries for $215 million. The deal is expected to close in late Q2 2021.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
The auditors' report on the financial statements for the year ended 31 December 2020 was unqualified.
The audit report was signed on
4 March 2021
by
Caroline Milton
(Senior Statutory Auditor) on behalf of
Menzies LLP
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