Reef Global Limited - Limited company accounts 23.2
Reef Global Limited - Limited company accounts 23.2
| REGISTERED NUMBER: 08573035 (England and Wales) |
| Reef Global Limited |
| Group Strategic Report, |
| Directors' Report and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2022 |
| Reef Global Limited (Registered number: 08573035) |
| Contents of the Consolidated Financial Statements |
| for the year ended 31 December 2022 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Directors' Report | 4 |
| Independent Auditors' Report | 7 |
| Consolidated Income Statement | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| Company Balance Sheet | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 18 |
| Reef Global Limited |
| Company Information |
| for the year ended 31 December 2022 |
| Directors: |
| Registered office: |
| Registered number: |
| Auditors: |
| Statutory Auditor |
| New Derwent House |
| 69-73 Theobalds Road |
| London |
| WC1X 8TA |
| Reef Global Limited (Registered number: 08573035) |
| Group Strategic Report |
| for the year ended 31 December 2022 |
| The directors present their Strategic Report of the Company and the Group for the year ended 31 December 2022. |
| The purpose of the Strategic Report is to inform shareholders and help them to assess how the directors have performed their duties to promote the success of Reef Global Limited ("the Company") and its subsidiaries ("the Group"). The report provides a fair and balanced review of the Group's business including; the development and performance of the business during the year, the position of the Group at the end of the year and a description of the principal risks and uncertainties facing the Group. |
| No dividends were declared in the period ended 31 December 2022 (2021: £Nil). |
| Key performance indicators |
| Management use a range of performance measures to monitor and manage the business. As set out below the following financial key performance measures are considered by management to be the key performance indicators for the Group: |
| 2022 | 2021 |
| £'000 | £'000 |
| Turnover | 27,367 | 8,201 |
| Gross profit/(loss) | 4,329 | (420 | ) |
| EBITDA | (20,357 | ) | (9,322 | ) |
| Shareholder funds | 72,566 | 13,332 |
| Given the straight forward nature of the business, the directors are of the opinion that further analysis using non-financial KPI's is not necessary for the understanding of the development, performance or position of the business. |
| Financial position of the group at year end |
| At the year-end the Group had shareholders' funds of £72,565,930, an increase on the prior year figure of £13,331,708. The Group had an outflow of cash generated from operations of £6,014,569 in the current year. The Group had no bank borrowings in the year. |
| Principal risks and uncertainties |
| This section highlights some of the key business risks that impact on the Group, but it is not intended to be an extensive analysis of all the risks facing the business. Some risks may be unknown to us and other risks, currently regarded as immaterial, could turn out to be material. All of them have the potential to impact our business. |
| Financial instruments risk |
| Financial risk management relates to the risk to the Group in respect of its own assets and liabilities. The Group has very limited exposure to financial instrument risk in respect of its own assets and liabilities. They include cash deposits and trade debtors and trade creditors. |
| Liquidity risk |
| It is the Group's policy to ensure that it has sufficient access to funds to cover all forecast committed requirements for the next 12 months. Personnel within the Group are responsible for producing and maintaining market and liquidity risk analysis. |
| Interest rate risk |
| The Group is exposed to interest rate risk with regard to holdings in cash. Cash holdings are placed on deposit at fixed and variable rates. |
| Reputational risk |
| Reputational risk relates to damage to the Group through loss of its reputation or standing, which would in turn impact on income receivable by the Group. This could include a variety of factors such as market trends, compliance failures, failure to properly oversee its employees and failure to provide appropriate risk oversight. |
| Reef Global Limited (Registered number: 08573035) |
| Group Strategic Report |
| for the year ended 31 December 2022 |
| Operational risk |
| Operational risk relates to risks to the Group when running the business. This would include the Group's IT systems. |
| On behalf of the board: |
| Director |
| 9 February 2024 |
| Reef Global Limited (Registered number: 08573035) |
| Directors' Report |
| for the year ended 31 December 2022 |
| The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2022. |
| Dividends |
| No dividends will be distributed for the year ended 31 December 2022. |
| Future developments |
| The directors expect the trading position to maintain or improve in the next financial period. |
| Events since the end of the year |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| Directors |
| Other changes in directors holding office are as follows: |
| Financial instruments |
| The Group's principal financial instruments comprise cash in liquid resources and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. |
| The main risk arising from the Group's financial instruments is liquidity risk and limited exposure to interest rate risk, credit risk and foreign currency risk. The Company and Group finances its operations through support from the Parent Company via intercompany loans, issue of share capital and capital contributions. Liquidity risk is managed by maintaining a balance between continuity of funding and flexibility through the use of short-term deposits where surplus funds are available. |
| Amounts due are managed in respect of credit and cash flow risk and the regular monitoring of amounts outstanding. Amounts payable liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. |
| The Group is exposed to interest rate risk with regard to holdings in cash. Cash holdings are placed on deposit at fixed and variable rates. The Group does not have any borrowings that are subject to interest charges nor repayable in the short term, and surplus funds are placed on short term deposits. |
| Foreign currency risk is the risk that the Group will sustain losses through adverse movements in currency exchange rates. The Group manages this foreign currency risk by monitoring exchange rates on a regular basis. |
| Development and performance during the year |
| The Group provides a variety of services including: |
| - | the delivery of hot foods on various sites across the United Kingdom; and |
| - | the provision of smart car parking services across various sites across the United Kingdom and Europe; and |
| - | the sub-leasing of some of its parking sites to related entities. |
| As at the balance sheet date the Group revenue was derived from third party contracts and related entities. |
| The results for the year and the financial position at the year-end were considered satisfactory by the directors. |
| Reef Global Limited (Registered number: 08573035) |
| Directors' Report |
| for the year ended 31 December 2022 |
| The financial position of the Group at the year end |
| At the year-end the Group had a post tax loss for the year of £28,896,036 (2021: £10,652,887) and as at the reporting date bank balances had increased from £4,139,099 to £6,014,569. |
| Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006 |
| The board of directors of the Group consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172 (1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2022. In particular, by performance of the following: |
| - | Our business aims are designed to have a long-term beneficial impact on the Group and to contribute to its success. |
| - | Our employees are fundamental to our business aims. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. |
| - | Our business requires strong relationships with suppliers and others and we continually strive to maintain and improve these relationships. |
| - | The impact of the Group's operations on the community and environment are considered by the directors and reviewed regularly. |
| - | As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance. |
| - | As the Board of Directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the success of the Group. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Group's Strategic Report, the Directors' Report and the 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 United Kingdom Generally Accepted |
| Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and apply them consistently; and |
| - | Make judgements and accounting estimates that are reasonable and prudent; and |
| - | Our business requires strong relationships with suppliers and others and we continually strive to maintain and improve these relationships. |
| - | Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the |
| Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of |
| the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information. |
| Reef Global Limited (Registered number: 08573035) |
| Directors' Report |
| for the year ended 31 December 2022 |
| Auditors |
| The audit business of Haines Watts London LLP was acquired by Cooper Parry Group Limited on 14 November 2023. Haines Watts London LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place. |
| On behalf of the board: |
| Independent Auditors' Report to the Members of |
| Reef Global Limited |
| Opinion |
| We have audited the financial statements of Reef Global Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 affairs as at 31 December 2022 and of the Group's loss for the year 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 Auditors' 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 UK, including the FRC'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. |
| Material uncertainty related to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis in the preparation of the financial statements is appropriate. |
| Our responsibilities and the responsibilities of director's with respect to going concern are described in the relevant sections of this report. |
| We draw your attention to note 2 in the financial statements. Based on the work we have performed, we have identified that results that indicate that a material uncertainty exists that may cast significant doubt on the Company and the Group's ability to continue as a going concern. Our opinion is not modified in this respect. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon. |
| Our 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions 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 year 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. |
| Independent Auditors' Report to the Members of |
| Reef Global Limited |
| 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 where 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 Statement of Directors' Responsibilities, 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 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. |
| Auditors' 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 Auditors' 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 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: |
| We gained an understanding of the legal and regulatory framework applicable to the Parent Company and the Group and the industry in which they operate, and considered the risk of acts by the Parent Company and the Group that were contrary to applicable laws and regulations, including fraud. We discussed with the directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance. |
| During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. |
| Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual; suspected or alleged fraud and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| 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 Auditors' Report. |
| Independent Auditors' Report to the Members of |
| Reef Global Limited |
| Use of our report |
| This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our 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 Auditors' 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 members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor |
| New Derwent House |
| 69-73 Theobalds Road |
| London |
| WC1X 8TA |
| Reef Global Limited (Registered number: 08573035) |
| Consolidated |
| Income Statement |
| for the year ended 31 December 2022 |
| 2022 | 2021 |
| Notes | £ | £ |
| Turnover | 3 | 27,366,536 | 8,200,637 |
| Cost of sales | (23,037,148 | ) | (8,620,956 | ) |
| Gross profit/(loss) | 4,329,388 | (420,319 | ) |
| Administrative expenses | (32,778,584 | ) | (10,234,293 | ) |
| (28,449,196 | ) | (10,654,612 | ) |
| Other operating income | 183,332 | - |
| Operating loss | (28,265,864 | ) | (10,654,612 | ) |
| Interest receivable and similar income | 1,076 | 1,725 |
| Loss before taxation | 7 | (28,264,788 | ) | (10,652,887 | ) |
| Tax on loss | 8 | (631,248 | ) | - |
| Loss for the financial year | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (28,896,036 | ) | (10,652,887 | ) |
| Reef Global Limited (Registered number: 08573035) |
| Consolidated |
| Other Comprehensive Income |
| for the year ended 31 December 2022 |
| 2022 | 2021 |
| Notes | £ | £ |
| Loss for the year | (28,896,036 | ) | (10,652,887 | ) |
| Other comprehensive income | - | - |
| Total comprehensive income for the year | (28,896,036 | ) | (10,652,887 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (28,896,036 | ) | (10,652,887 | ) |
| Reef Global Limited (Registered number: 08573035) |
| Consolidated Balance Sheet |
| 31 December 2022 |
| 2022 | 2021 |
| Notes | £ | £ | £ | £ |
| Fixed assets |
| Intangible assets | 10 | 61,003,085 | 5,339,482 |
| Tangible assets | 11 | 5,164,943 | 3,714,379 |
| Investments | 12 | - | - |
| 66,168,028 | 9,053,861 |
| Current assets |
| Stocks | 13 | 126,719 | 226,756 |
| Debtors | 14 | 8,088,257 | 5,011,539 |
| Cash at bank | 6,014,569 | 4,139,099 |
| 14,229,545 | 9,377,394 |
| Creditors |
| Amounts falling due within one year | 15 | 7,324,529 | 5,024,083 |
| Net current assets | 6,905,016 | 4,353,311 |
| Total assets less current liabilities | 73,073,044 | 13,407,172 |
| Provisions for liabilities | 18 | 507,114 | 75,464 |
| Net assets | 72,565,930 | 13,331,708 |
| Capital and reserves |
| Called up share capital | 19 | 19,540,918 | 780,631 |
| Share premium | 20 | 6,660,090 | 6,660,090 |
| Other reserves | 20 | 149,013 | 142,147 |
| Capital advances | 20 | 94,362,198 | 25,035,604 |
| Translation reserve | 20 | 91,105 | 54,594 |
| Retained earnings | 20 | (48,237,394 | ) | (19,341,358 | ) |
| Shareholders' funds | 72,565,930 | 13,331,708 |
| The financial statements were approved by the Board of Directors and authorised for issue on 9 February 2024 and were signed on its behalf by: |
| D Guzeloglu - Director |
| Reef Global Limited (Registered number: 08573035) |
| Company Balance Sheet |
| 31 December 2022 |
| 2022 | 2021 |
| Notes | £ | £ | £ | £ |
| Fixed assets |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| Current assets |
| Debtors | 14 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 15 |
| Net current assets |
| Total assets less current liabilities |
| Provisions for liabilities | 18 |
| Net assets |
| Capital and reserves |
| Called up share capital | 19 |
| Share premium | 20 |
| Capital advances | 20 |
| Retained earnings | 20 | ( |
) | ( |
) |
| Shareholders' funds |
| Company's loss for the financial year | (35,301,832 | ) | (222,907 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Reef Global Limited (Registered number: 08573035) |
| Consolidated Statement of Changes in Equity |
| for the year ended 31 December 2022 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 January 2021 | 780,631 | (8,688,471 | ) | 6,660,090 |
| Changes in equity |
| Total comprehensive income | - | (10,652,887 | ) | - |
| Balance at 31 December 2021 | 780,631 | (19,341,358 | ) | 6,660,090 |
| Changes in equity |
| Issue of share capital | 18,760,287 | - | - |
| Total comprehensive income | - | (28,896,036 | ) | - |
| Balance at 31 December 2022 | 19,540,918 | (48,237,394 | ) | 6,660,090 |
| Other | Capital | Translation | Total |
| reserves | advances | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2021 | 115,984 | 6,584,444 | (10,569 | ) | 5,442,109 |
| Changes in equity |
| Total comprehensive income | - | - | - | (10,652,887 | ) |
| Contributions in the year | - | 18,451,160 | - | 18,451,160 |
| Share based payment | 26,163 | - | - | 26,163 |
| Movement in the year | - | - | 65,163 | 65,163 |
| Balance at 31 December 2021 | 142,147 | 25,035,604 | 54,594 | 13,331,708 |
| Changes in equity |
| Issue of share capital | - | - | - | 18,760,287 |
| Total comprehensive income | - | - | - | (28,896,036 | ) |
| Contributions in the year | - | 69,326,594 | - | 69,326,594 |
| Share based payment | 6,866 | - | - | 6,866 |
| Movement in the year | - | - | 36,511 | 36,511 |
| Balance at 31 December 2022 | 149,013 | 94,362,198 | 91,105 | 72,565,930 |
| Reef Global Limited (Registered number: 08573035) |
| Company Statement of Changes in Equity |
| for the year ended 31 December 2022 |
| Called up |
| share | Retained | Share | Capital | Total |
| capital | earnings | premium | advances | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2021 | ( |
) |
| Changes in equity |
| Total comprehensive loss | - | ( |
) | - | ( |
) |
| Contributions in the year | - | - | - | 18,451,160 | 18,451,160 |
| Balance at 31 December 2021 | 780,631 | (347,658 | ) | 6,660,090 | 32,128,667 |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive loss | - | ( |
) | - | ( |
) |
| Contributions in the year | - | - | - | 69,326,594 | 69,326,594 |
| Balance at 31 December 2022 | ( |
) |
| Reef Global Limited (Registered number: 08573035) |
| Consolidated Cash Flow Statement |
| for the year ended 31 December 2022 |
| 2022 | 2021 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (12,319,303 | ) | (9,115,612 | ) |
| Tax paid | (124,134 | ) | - |
| Net cash from operating activities | (12,443,437 | ) | (9,115,612 | ) |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (66,671,952 | ) | (1,999,185 | ) |
| Purchase of tangible fixed assets | (3,311,237 | ) | (3,667,489 | ) |
| Sale of tangible fixed assets | 217,614 | 2,860 |
| Interest received | 1,076 | 1,725 |
| Net cash from investing activities | (69,764,499 | ) | (5,662,089 | ) |
| Cash flows from financing activities |
| Movement in intercompany loans | 14,739,699 | 18,231,750 |
| Capital contribution | 69,326,594 | - |
| Net cash from financing activities | 84,066,293 | 18,231,750 |
| Increase in cash and cash equivalents | 1,858,357 | 3,454,049 |
| Cash and cash equivalents at beginning of year |
2 |
4,139,099 |
620,753 |
| Effect of foreign exchange rate changes | 17,113 | 64,297 |
| Cash and cash equivalents at end of year | 2 | 6,014,569 | 4,139,099 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Cash Flow Statement |
| for the year ended 31 December 2022 |
| 1. | Reconciliation of loss before taxation to cash generated from operations |
| 2022 | 2021 |
| £ | £ |
| Loss before taxation | (28,264,788 | ) | (10,652,887 | ) |
| Depreciation charges | 1,652,194 | 249,719 |
| Share based payment | 6,866 | 26,163 |
| Amortisation charges | 7,242,453 | 1,081,739 |
| Movement in provisions | 91,181 | 132,209 |
| Impairment of fixed assets | 3,609,514 | - |
| Finance income | (1,076 | ) | (1,725 | ) |
| (15,663,656 | ) | (9,164,782 | ) |
| Decrease/(increase) in stocks | 100,037 | (112,994 | ) |
| Decrease/(increase) in trade and other debtors | 1,318,568 | (2,995,534 | ) |
| Increase in trade and other creditors | 1,925,748 | 3,157,698 |
| Cash generated from operations | (12,319,303 | ) | (9,115,612 | ) |
| 2. | Cash and cash equivalents |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2022 |
| 31/12/22 | 1/1/22 |
| £ | £ |
| Cash and cash equivalents | 6,014,569 | 4,139,099 |
| Year ended 31 December 2021 |
| 31/12/21 | 1/1/21 |
| £ | £ |
| Cash and cash equivalents | 4,139,099 | 620,753 |
| 3. | Analysis of changes in net funds |
| At 1/1/22 | Cash flow | At 31/12/22 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 4,139,099 | 1,875,470 | 6,014,569 |
| 4,139,099 | 1,875,470 | 6,014,569 |
| Total | 4,139,099 | 1,875,470 | 6,014,569 |
| 4. | Major non-cash transactions |
| During the year the subsidiaries in the Group issued shares for non-cash consideration of £14,662,016 (2021: £14,979,827) in exchange for release of inter company debts. |
| During the year there were non-cash movements in provisions totalling £166,645 (2021: £179,959) representing the movement in the fair value of contingent consideration payable directly against investment additions of the Company (and goodwill additions of the Group). |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements |
| for the year ended 31 December 2022 |
| 1. | Statutory information |
| Reef Global Limited is a private Company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. |
| The presentational currency of these financial statements is the Pound Sterling (£). |
| These financial statements are rounded to the neared £. |
| 2. | Accounting policies |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
| Statement of compliance |
| A subsidiary company, Reef Global Assets and Services (UK) Ltd is entitled to exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies for the period ended 31 December 2021. The members have not required the Company to obtain an audit of its financial statements for the period ended period ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006. |
| Basis of consolidation |
| The Group consolidated financial statements include the financial statements of the Company and all its subsidiary undertakings made up to 31 December. |
| A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity to obtain benefits from its activities. |
| Any subsidiary undertakings or associates sold or acquired during the period are included up to, or from, the dates of change of control or change of significant influence respectively. |
| All intra-group transactions, balances, income and expenses are eliminated on consolidation. |
| Related party exemption |
| The Group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Significant judgements and estimates |
| In applying the Group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. |
| Critical judgements in applying the Company's accounting policies |
| The critical judgement that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below: |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 2. | Accounting policies - continued |
| (i) Assessing indicators and impairment |
| In assessing whether there have been any indicators or impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience or recoverability. There have been no indicators or impairments identified during the current financial period. |
| Key sources of estimation uncertainty |
| The key assumptions concerning the future, and other key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: |
| (i) Recoverability of receivables |
| The Group establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the aging of the receivables, past experience and recoverability, and the credit profile of individual or groups of customers. |
| (ii) Determining residual values and useful economic lives of tangible and intangible assets |
| The Group depreciates tangible assets and amortises intangible assets over their estimated useful lives. The estimation of the useful lives is based on historical performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes. Judgement is applied by management when determining the residual values for tangible and intangible assets. When determining the residual value management aim to assess the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices. |
| (iii) Fair value of share options issued |
| Assessing the fair value of the share options and warrants issued by the Group requires estimation and judgement by the directors. Due to the lack of an active market the directors are required to use valuation techniques which are subjective and require estimation of the fair value of the shares at the date of grant, assumptions over volatility, risk free interest rates and the number of options that will vest. Further information regarding the directors' valuation of the share options can be found in the relevant note to the financial statements. |
| Turnover |
| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised: |
| Sale of goods |
| Turnover 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 turnover 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. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 2. | Accounting policies - continued |
| Rendering of services |
| Services comprises of the fair value of the consideration received or receivable for provision of parking facilities and provision of installation of computer software net of VAT. Turnover is recognised in the period the service relates to in line with the accrual accounting basis. |
| Rental income |
| Rental income comprises turnover recognised by the Group in respect of rents receivable on a straight line basis over the lease term. |
| Business combinations and goodwill |
| Business combinations are accounted for by applying the purchase method. |
| The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. |
| Goodwill is amortised evenly over 5 years. Goodwill is assessed for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated amortisation and impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. |
| A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in the Income Statement. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. |
| Intangible assets other than goodwill |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| 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, as follows: |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 2. | Accounting policies - continued |
| Depreciation is provided on the following basis: |
| General equipment | - | 3-7 years |
| Computer equipment | - | 3 years |
| Kitchen equipment | - | 2-5 years |
| Vehicles | - | 5 years |
| Other | - | 5 years |
| Leasehold improvements | - | Lower of estimate useful life or life of the lease |
| 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 the Income Statement. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Operating leases: the company as lessee |
| Rentals paid under operating leases are charged to Income Statement on a straight line basis over the lease term. |
| Share based payments |
| The Group operates an equity settled share-based payment scheme for the benefit of its employees. The fair value of the services received in respect of these share-based payments is determined by reference to the fair value of the share options on the date of grant to the employee. The cost of the share-based payment is recognised in the Income Statement over the vesting period of the share options granted, based on an estimate of the amount of share options that will eventually vest. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 2. | Accounting policies - continued |
| Foreign currencies |
| Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at that date the transaction took place. Where this is not possible to determine, income and expense items are translated using an average exchange rate for the period. |
| Monetary assets and liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting date of monetary assets and liabilities are reported in the Income Statement. |
| Pension costs and other post-retirement benefits |
| 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 Company has no further payment obligations. |
| The contributions are recognised as an expense in the Income Statement 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. |
| Provisions |
| Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the obligation will be required to be settled, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted when the time value of money is material. |
| Equity |
| Equity instruments are classified in accordance with the substance of contractual agreement. An equity instrument is any contract that evidences a residual interest in the assets of the Group and Company's after deducting all of its liabilities. |
| Equity instruments issued by the Group are recorded at the fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments. |
| Fixed asset investments |
| Upon initial recognition, investments are included at their initial fair value, which is cost. |
| Subsequently unquoted investments are valued using the hierarchy model outlined below: |
| a) Active market price e.g. bid price |
| b) Price of recent transaction for an identical asset in an arm's length transaction. |
| c) Estimate of fair value using another valuation technique in an arm's length exchange |
| d) Cost less impairment |
| Gains and losses on remeasurement are recognised in the profit or loss. |
| Impairment of assets |
| At each reporting date the Company reviews the carrying value of its assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. |
| The recoverable amount of an asset is the higher of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset, or cash generating unit. The present value calculation involves estimating the future cash inflows and outflows to be derived from continuing use of the asset, and from its ultimate disposal, applying an appropriate discount rate to those future cash flows. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 2. | Accounting policies - continued |
| Where the recoverable amount of an asset is less than the carrying amount, an impairment loss is recognised immediately in profit or loss. An impairment loss recognised for all assets is reversed in a subsequent period if, and only if, the reasons for the impairment loss have ceased to apply. Impairment losses are charged to profit or loss in administration expenses. |
| Financial instruments |
| Financial assets and liabilities are recognised when the Group becomes party to the contractual provisions of the financial instrument. The Group holds basic financial instruments which comprise cash and cash equivalents, trade and other receivables and trade and other payables. The Company's and Group has chosen to apply the provisions of Section 11 Basic Financial Instruments in full. |
| Financial assets and liabilities - classified as basic financial instruments |
| (i) Cash and cash equivalents |
| Cash and cash equivalents include cash in hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. |
| (ii) Trade and other receivables |
| Trade and other receivables are initially recognised at the transaction price, including any transaction costs, and subsequently measured at amortised cost including the effective interest method, less any provision for impairment. Amounts that are receivable within one year are measured at the undiscounted amount of the cash expected to be received, net of any impairment. |
| At the end of each reporting period, the Group assesses whether there is objective evidence that a receivable amount may be impaired. A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised immediately in the Income Statement. |
| (iii) Trade and other payables and loans and borrowings |
| Trade and other payables and loans and borrowings are initially measured at the transaction price, including any transaction costs, and subsequently measured at amortised cost using the effective interest method. Amounts that are payable within one year are measured at the undiscounted amount of the cash expected to be paid. |
| Going concern |
| These financial statements have been prepared on a going concern basis. |
| The current economic conditions present increased risks for all businesses. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. In particular, the directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios brought on by the current and future economic conditions, alongside the measures that they can take to mitigate any negative impact. |
| In response to such conditions, the directors have carefully considered these risks including an assessment on uncertainty of future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. |
| The Group and the Company are loss making and forecasts show the Group and the Company will be loss making for the foreseeable future. The Group and Company meets its working capital requirements through financing provided by Reef Global LLC (formerly Reef Global Inc.)(the "Intermediate Parent"). The Intermediate Parent finances operations primarily through equity financing and the management plans include both expanding its commercial activities and managing expenses to be cash flow positive in future years. The directors consider that the Group and Company is in its growth phase and as such require significant funding from the Intermediate Parent. Reef Global LLC has confirmed their backing of the Reef UK and EU companies by way of a letter of support to confirm they will continue to financially support the Group and its operations for the foreseeable future and at least 12 months from the date of signing of these financial statements. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 2. | Accounting policies - continued |
| In May of 2023, the wider group entered into an agreement to restructure the worldwide group's existing equity structure to create separate parking and kitchen businesses by distributing certain legal entities within the REEF Technology Inc. group that are associated with kitchen business into a separate "Proximity" equity ownership group (the "May 2023 Restructuring and Separation"). As part $135m received from investors in exchange for equity and membership units of the new group, the Proximity group relevant to the future trade of the Reef Global Limited group received $82m of these proceeds to fund future growth. |
| Further to this, in July of 2023 the Company closed on the sale of Restaurantdiary.com Limited group for $88.7m gross, net of $2.9m in fees. The proceeds of this sale are to be split between the parking and kitchen business in line with the May 2023 Restructuring and Separation. |
| The directors consider that the Group and the Company maintains an appropriate level of liquidity, sufficient to meet the demands of the business including any capital and servicing obligations. The Group's assets are assessed for recoverability on a regular basis, and the directors consider that the Group and Company is not exposed to any further losses on these assets, which would affect their decision to adopt the going concern basis. The worldwide group has demonstrated an ability to continue to receive funding even in tougher economic conditions by way or further investment and the sale of investments within the Group. |
| Based on assessment, given the measures that could be undertaken to mitigate the current adverse conditions and the current resources available, the directors consider that the Group maintains an appropriate level of liquidity to meet the demands of the business. |
| These factors raise material uncertainty about the Group and the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of these uncertainties. |
| 3. | Turnover |
| The turnover and loss before taxation are attributable to the principal activities of the Group. |
| An analysis of turnover by class of business is given below: |
| 2022 | 2021 |
| £ | £ |
| Services | 27,156,636 | 7,502,519 |
| Goods | - | 548,624 |
| Rental income | 209,900 | 149,494 |
| 27,366,536 | 8,200,637 |
| An analysis of turnover by geographical market is given below: |
| 2022 | 2021 |
| £ | £ |
| United Kingdom | 20,888,524 | 5,535,447 |
| Europe | 5,489,028 | 2,665,190 |
| United States of America | 80,797 | - |
| South America | 912 | - |
| Asia | 129,639 | - |
| Rest of world | 777,636 | - |
| 27,366,536 | 8,200,637 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 4. | Employees and directors |
| 2022 | 2021 |
| £ | £ |
| Wages and salaries | 16,623,294 | 6,724,470 |
| Social security costs | 810,620 | 189,291 |
| Other pension costs | 496,973 | 103,798 |
| 17,930,887 | 7,017,559 |
| The average number of employees during the year was as follows: |
| 2022 | 2021 |
| Employees |
| The average number of employees by undertakings that were proportionately consolidated during the year was 495 (2021 - 136 ) . |
| 5. | Directors' emoluments |
| 2022 | 2021 |
| £ | £ |
| Directors' remuneration | 295,345 | 322,161 |
| Information regarding the highest paid director is as follows: |
| 2022 | 2021 |
| £ | £ |
| Emoluments etc | 274,093 | 185,365 |
| 6. | Exceptional items |
| 2022 | 2021 |
| £ | £ |
| Exceptional items | - | (101 | ) |
| 7. | Loss before taxation |
| The loss is stated after charging: |
| 2022 | 2021 |
| £ | £ |
| Hire of plant and machinery | 357,369 | 91,432 |
| Other operating leases | 399,559 | 171,167 |
| Depreciation - owned assets | 1,652,194 | 249,719 |
| Loss on disposal of fixed assets | 252,730 | - |
| Goodwill amortisation | 6,944,482 | 798,414 |
| Computer software amortisation | 297,971 | 283,325 |
| Foreign exchange differences | 544,947 | 473,320 |
| Share based payments | 6,866 | 26,163 |
| Auditor's remuneration | 135,000 | 95,000 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 8. | Taxation |
| Analysis of the tax charge |
| The tax charge on the loss for the year was as follows: |
| 2022 | 2021 |
| £ | £ |
| Current tax: |
| UK corporation tax | 124,134 | - |
| Deferred tax | 507,114 | - |
| Tax on loss | 631,248 | - |
| UK corporation tax has been charged at 19 % . |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2022 | 2021 |
| £ | £ |
| Loss before tax | (28,264,788 | ) | (10,652,887 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
(5,370,310 |
) |
(2,024,049 |
) |
| Effects of: |
| Tax losses carried forward | 5,494,444 | 2,024,049 |
| Deferred tax | 507,114 | - |
| Total tax charge | 631,248 | - |
| As at the date of signing these accounts the Company's tax advisors have not completed the 2022 corporation tax returns. As a result of this the above table does not reflect the detailed information required. However, the Company and Group has available tax losses so no tax charge is due. Therefore we consider the above disclosure adequate to show a true and fair view of the tax position of the Company and Group. |
| The Group has UK trading tax losses brought forward of £18,348,645 (2021: £9,411,801). |
| In line with the Group's accounting policies no deferred tax assets have been recognised as at the current time due to the uncertainty of when profits will be available to utilise against the tax losses. |
| 9. | Individual income statement |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the Parent Company is not presented as part of these financial statement. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 10. | Intangible fixed assets |
| Group |
| Patents and | Computer |
| Goodwill | licences | software | Totals |
| £ | £ | £ | £ |
| Cost |
| At 1 January 2022 | 3,992,178 | 73,208 | 3,340,671 | 7,406,057 |
| Additions | 66,465,485 | 25,111 | 650 | 66,491,246 |
| Reclassification/transfer | - | (13,411 | ) | (650 | ) | (14,061 | ) |
| At 31 December 2022 | 70,457,663 | 84,908 | 3,340,671 | 73,883,242 |
| Amortisation |
| At 1 January 2022 | 1,489,678 | 73,208 | 503,689 | 2,066,575 |
| Amortisation for year | 6,944,482 | - | 297,971 | 7,242,453 |
| Impairments | 1,720,315 | - | 1,850,814 | 3,571,129 |
| At 31 December 2022 | 10,154,475 | 73,208 | 2,652,474 | 12,880,157 |
| Net book value |
| At 31 December 2022 | 60,303,188 | 11,700 | 688,197 | 61,003,085 |
| At 31 December 2021 | 2,502,500 | - | 2,836,982 | 5,339,482 |
| During the year, computer equipment was impaired to the amount of £1,850,814. The impaired computer software relates to a cloud management platform purchased in the prior year by a subsidiary, Reef Kitchens Limited. This amount has been fully impaired during the financial year |
| The subsidiary purchased the software with the intention of developing and integrating this software into the Group's own IT infrastructure. However, at the end of January 2022 work was suspended on this project. It was then agreed by the directors' that the intangible asset should be impaired on the basis that there was no expectation that further utilisation could be made. |
| Business combinations |
| On 17 April 2020, Reef Global Limited, acquired control of LiveDispatcher s.r.o through the purchase of 96% of the share capital. As part of the purchase RGL Sub Limited acquired 4% of the share capital, giving 100% control within the Group. |
| LiveDispatcher s.r.o is a company registered in the Slovak Republic. Elements of the consideration payable were contingent and as such the Group has recognised additional goodwill over and above the the value of the identifiable net assets of LiveDispatcher s.r.o at acquisition. The Group recognised the following additional goodwill in the year: |
| Contingent consideration | £ |
| Change in fair value | 166,645 |
| Provided during the year | - |
| Total goodwill additions | 166,645 |
| During the year, all goodwill in relation to the acquisition of LiveDispatcher s.r.o was impaired to the value of £1,720,315. |
| On 21 June 2022, Reef Global Limited acquired control of Restaurantdiary.com Limited and subsidiaries through the purchase of 100% of the share capital for a total consideration of £69,326,594 ($85,036,343) by means of share consideration from its parent, Reef Technology Inc. This amounts was settled between Reef Global Limited and its parent by means of a capital contribution. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 10. | Intangible fixed assets - continued |
| Group |
| Restaurantdiary.com Limited and subsidiaries provides its customers with online table management systems, including restaurant reviews and booking solutions. |
| Consideration | £ |
| Shares (Reef Technology Inc.) | 69,326,594 |
| Directly attributable costs | 645,689 |
| Total consideration | 69,972,283 |
| Total identifiable net assets | 3,673,445 |
| Goodwill | 66,298,838 |
| Total | 69,972,283 |
| The directors believe that the book values of the total identifiable net assets acquired are materially in line with their fair values. |
| There is effective 100% control within the Group and as such there are no non-controlling interests. |
| Company |
| Patents and |
| licences |
| £ |
| Cost |
| At 1 January 2022 |
| and 31 December 2022 |
| Amortisation |
| At 1 January 2022 |
| and 31 December 2022 |
| Net book value |
| At 31 December 2022 |
| At 31 December 2021 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 11. | Tangible fixed assets |
| Group |
| Fixtures |
| Short | Plant and | and | Motor |
| leasehold | machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| Cost |
| At 1 January 2022 | 139,092 | 3,975,274 | 140,063 | 1,695 | 4,256,124 |
| Additions | 9,008 | 3,286,519 | 29,771 | - | 3,325,298 |
| Disposals | - | (348,621 | ) | - | - | (348,621 | ) |
| Exchange differences | - | 16,504 | 7,827 | - | 24,331 |
| Reclassification/transfer | 9,014 | (29,248 | ) | 34,293 | - | 14,059 |
| At 31 December 2022 | 157,114 | 6,900,428 | 211,954 | 1,695 | 7,271,191 |
| Depreciation |
| At 1 January 2022 | 5,375 | 516,658 | 18,017 | 1,695 | 541,745 |
| Charge for year | 30,967 | 1,572,271 | 48,956 | - | 1,652,194 |
| Eliminated on disposal | - | (131,007 | ) | - | - | (131,007 | ) |
| Impairments | - | 38,385 | - | - | 38,385 |
| Exchange differences | - | 3,007 | 1,924 | - | 4,931 |
| At 31 December 2022 | 36,342 | 1,999,314 | 68,897 | 1,695 | 2,106,248 |
| Net book value |
| At 31 December 2022 | 120,772 | 4,901,114 | 143,057 | - | 5,164,943 |
| At 31 December 2021 | 133,717 | 3,458,616 | 122,046 | - | 3,714,379 |
| 12. | Fixed asset investments |
| Company |
| Unlisted |
| investments |
| £ |
| Cost |
| At 1 January 2022 |
| Additions |
| Impairments | ( |
) |
| At 31 December 2022 |
| Net book value |
| At 31 December 2022 |
| At 31 December 2021 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 12. | Fixed asset investments - continued |
| The Group or the Company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Holden House, 57 Rathbone Place, London, England, W1T 1JU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | ( |
) |
| Registered office: Holden House, 57 Rathbone Place, London, England, W1T 1JU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | ( |
) |
| Registered office: Av Diagonal Num. 601 P. 8 08028 - Barcelona |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Registered office: 46a Carnaby Street, 3rd Floor, London, United Kingdom, W1F 9PS |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 12. | Fixed asset investments - continued |
| Registered office: Štefánikova 15 Bratislava - mestská cast Staré Mesto , 811 05 |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| LiveDispatcher s.r.o is a owned by Reef Global Limited and RGL Sub Limited at 96% and 4% of share capital holdings respectively. |
| Registered office: Holden House, 57 Rathbone Place, London, England, W1T 1JU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Registered office: Amelia-Mary-Earhart-Str. 8, 60549 Frankfurt, Germany |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Registered office: 55 AV Marceau, 75116 Paris, France |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | ( |
) |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 12. | Fixed asset investments - continued |
| Registered office: V celnici 1031/4, Nové Mesto (Praha 1), 110 00 Praha |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Loss for the year | ( |
) |
| Registered office: 36 Renfield Street, Glasgow, Scotland, G2 1LU |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 | 2021 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Registered office: Suite 5164, Level 1, 6 Johnsonville, Wellington 6037, New Zealand |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Registered office: 57 Edward street, Hout Bay. 7806, South Africa |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Registered office: 104 Lower Baggot Street, Dublin 2, Dublin, DO2 Y940 |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Profit for the year |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 12. | Fixed asset investments - continued |
| Registered office: L30 123 Pitt Street, Sydney, New South Wales 2000, Australia |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 |
| £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) |
| Registered office: Guoco Tower, 1 Wallich Street, 17-01A, Singapore 078881 |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2022 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Profit for the year |
| Investment valuations can be analysed as follows: |
Investment |
Value hierarchy model used |
At 1 January 2022 |
Additions |
Impairment |
At 31 Decembe r 2022 |
| £ | £ | £ | £ |
Reef London Limited |
d) Cost less impairment |
9,333,499 |
1,334,467 |
(10,667,966 |
) |
- |
Reef Kitchens Limited |
d) Cost less impairment |
12,202,939 |
13,161,115 |
(15,931,424 |
) |
9,432,630 |
| Reef Technology Spain S.L. |
d) Cost less impairment |
- |
126,434 |
- |
- |
LiveDispatcher s.r.o |
d) Cost less impairment |
6,724,337 |
166,646 |
(6,890,983 |
) |
- |
| Reef Global Assets and Services (UK) Ltd |
d) Cost less impairment |
| Reef Technology Germany GmbH |
d) Cost less impairment |
329,497 |
- |
(329,497 |
) |
- |
| Reef Technology France SAS |
d) Cost less impairment |
1,458,378 |
- |
(1,228,350 |
) |
230,028 |
| Reef Technology Czech Republic s.r.o |
d) Cost less impairment |
- |
87 |
- |
87 |
| Restaurantdiary.com Limited (Group) |
d) Cost less impairment |
- |
69,972,283 |
- |
69,972,28 3 |
Other |
d) Cost less impairment |
165 |
26 |
- |
191 |
| 30,048,814 | 84,761,056 | (35,048,220 | ) | 9,761,653 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 12. | Fixed asset investments - continued |
| As the above methods are based on recent transactions and the judgement of directors, there are no significant unobservable inputs used or sensitivity analysis. Where there are indicators of impairment in the year, the directors have utilised a discounted free cash flow valuation. Naturally, this represents an approximation of fair value based upon assumptions on financial and non-financial information available at the time of assessment. The directors' are of the opinion that the carrying amount of the Company's fixed asset investments as at the year end date represent a reasonable approximation of value. Due to the projections being based on forward looking information, actual results may vary. |
| 13. | Stocks |
| Group |
| 2022 | 2021 |
| £ | £ |
| Stocks | 126,719 | 226,756 |
| 14. | Debtors |
| Group | Company |
| 2022 | 2021 | 2022 | 2021 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 820,940 | 357,006 |
| Amounts owed by group undertakings | 5,674,263 | 1,278,977 |
| Other debtors | 719,182 | 359,716 |
| VAT | 93,985 | 515,029 |
| Accrued income | 193,155 | 888,036 |
| Prepayments | 577,041 | 1,425,944 |
| 8,078,566 | 4,824,708 |
| Amounts falling due after more than one | year: |
| Other debtors | 9,691 | 186,831 |
| Aggregate amounts | 8,088,257 | 5,011,539 |
| 15. | Creditors: amounts falling due within one year |
| Group | Company |
| 2022 | 2021 | 2022 | 2021 |
| £ | £ | £ | £ |
| Trade creditors | 2,609,764 | 1,996,964 |
| Amounts owed to group undertakings | 569,066 | 194,368 |
| Social security and other taxes | 391,930 | 320,323 |
| VAT | - | - | 10,094 | - |
| Other creditors | 1,178,947 | 647,423 |
| Accruals and deferred income | 2,574,822 | 1,865,005 |
| 7,324,529 | 5,024,083 |
| 16. | Leasing agreements |
| Minimum lease payments fall due as follows: |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| Group |
| Non-cancellable |
| operating leases |
| 2022 | 2021 |
| £ | £ |
| Within one year | 433,463 | 717,334 |
| Between one and five years | 806,559 | 2,807,651 |
| In more than five years | 139,378 | 1,032,369 |
| 1,379,400 | 4,557,354 |
| 17. | Financial instruments |
| The Group's and Company’s financial instruments may be analysed as follows: |
| Group | Company |
| Financial assets | 2022 | 2021 | 2022 | 2021 |
| Financial assets measured at amortised cost |
13,221,137 |
7,984,391 |
5,715,810 |
2,445,449 |
| Financial liabilities |
| Financial liabilities measured at amortised cost |
6,932,599 |
4,710,122 |
553,649 |
301,242 |
| Financial assets measured at amortised cost comprise cash, trade debtors, other debtors, amounts owed by group undertakings, accrued income and directors current accounts. |
| Financial liabilities measured at amortised cost comprise trade creditors, bank loans and overdrafts, amounts owed to group undertakings, other creditors and accruals. |
| Information regarding the Group’s exposure to risks are included in the Directors' Report. |
| 18. | Provisions for liabilities |
| Group |
| 2022 | 2021 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 507,114 | - |
| Other provisions | - | 75,464 |
| Aggregate amounts | 507,114 | 75,464 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 18. | Provisions for liabilities - continued |
| Group |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Balance at 1 January 2022 | - | 75,464 |
| Provided during year | 507,114 | - |
| Change in fair value | - | 166,645 |
| Payments made | - | (242,109 | ) |
| Balance at 31 December 2022 | 507,114 | - |
| Other provisions related to contingent consideration with respect to the purchase of LiveDispatcher s.r.o.. All earn-out consideration linked to KPI conditions have been met and paid in the year. |
| 19. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2022 | 2021 |
| value: | £ | £ |
19,540,918 |
Ordinary shares |
£1 |
19,540,918 |
780,631 |
| During the year, 18,760,287 shares were issued with nominal value £1 at a premium of £Nil. |
| 20. | Reserves |
| Group |
| Retained | Share | Other |
| earnings | premium | reserves |
| £ | £ | £ |
| At 1 January 2022 | (19,341,358 | ) | 6,660,090 | 142,147 |
| Deficit for the year | (28,896,036 | ) |
| Share based payment | - | - | 6,866 |
| At 31 December 2022 | (48,237,394 | ) | 6,660,090 | 149,013 |
| Group |
| Capital | Translation |
| advances | reserve | Totals |
| £ | £ | £ |
| At 1 January 2022 | 25,035,604 | 54,594 | 12,551,077 |
| Deficit for the year | (28,896,036 | ) |
| Contributions in the year | 69,326,594 | - | 69,326,594 |
| Share based payment | - | - | 6,866 |
| Movement in the year | - | 36,511 | 36,511 |
| At 31 December 2022 | 94,362,198 | 91,105 | 53,025,012 |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| 20. | Reserves - continued |
| Company |
| Retained | Share | Capital |
| earnings | premium | advances | Totals |
| £ | £ | £ | £ |
| At 1 January 2022 | ( |
) | 31,348,036 |
| Deficit for the year | ( |
) | - | - | ( |
) |
| Contributions in the year | - | - | 69,326,594 | 69,326,594 |
| At 31 December 2022 | ( |
) | 65,372,798 |
| 21. | Ultimate parent company |
| The Company's immediate parent company is Reef Global LLC (formerly Reef Global Inc.), registered in the United States of America (USA). The ultimate holding company until restructuring on 19 May 2023 was Reef Technology Inc., a company incorporated in the United States of America. |
| Following the restructuring, the Company's ultimate holding company was Reef Proximity Aggregator LLC, a company registered in the United States of America. |
| There is no ultimate controlling party. |
| 22. | Post balance sheet events |
| (i) Sale of ResDiary |
| On July 3rd, 2023, the Company closed on the sale of ResDiary for $88,705k gross, net of $2,909k in fees which was previously approved by the Proximity board of directors. Proceeds are being split by the parking and kitchen businesses as outlined by the May 2023 Restructuring and Separation. |
| (ii) May 2023 Restructuring and Separation |
| On May 19, 2023, Reef Technology Inc entered into an agreement to restructure the company's existing equity structure to create separate parking and kitchen businesses by distributing certain legal entities with the REEF Technology Inc. group that are associated with the kitchen business into a separate "Proximity" equity ownership group. |
| As part of the above: |
- |
The restructuring and seperation contained provisions whereby Reef London Limited transferred certain parking assets and liabilities to REEF Global Assets and Services (UK) Ltd, in exchange for a note receivable amount of £3,522,000; and |
- |
The related party receivables and payables within the new parking and Proximity business are to be formally waived; and |
- |
Reef London Limited cancelled all outstanding and vested share options that formed part of the 2015 and 2020 Equity Incentive Plans. |
| 23. | Share-based payment transactions |
| Enterprise Management Incentive scheme |
| The employees of Reef London Limited were granted options under an Enterprise Management Incentive Scheme in 2016 and 2018 at option prices of £0.17, £0.24 and £1.18 which entitles the holders to options on shares in Reef Global Inc. at a future date. The directors used the Black Scholes methodology when undertaking a valuation of the share options granted using the following parameters: |
| - Volatility - 36% |
| - Risk free interest rate - 6.09% |
| Stress testing was undertaken on these figures and it was found there were no material differences that would require adjustments to the fair value calculated. |
| Reef Global Limited (Registered number: 08573035) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31 December 2022 |
| Based on this and the different vesting conditions of the options granted the directors have recognised in the income statement for the current year a charge of £6,866 (2021: £26,163). |
| The standard vesting period in this scheme is 4 years, and at the year-end the average vesting period left on the options in the scheme is nil years (2021: 0.29). |
| The following table shows the movements during the year: |
| 2022 | 2021 |
| Number | Number |
| Outstanding at the beginning of the year | 106,674 | 106,674 |
| Granted in the year | - | - |
| Lapsed during the year | - | - |
| Exercised during the year | - | - |
| Outstanding at the end of the year | 106,674 | 106,674 |
| Options granted but not vested at the end of the year | - | 7,622 |
| Unapproved share option scheme |
| The Employees of Reef London Limited were granted options under an unapproved share option scheme in 2018, 2019 and 2020 at option prices of £4.70, which entitles the holders to options on shares in Reef Global Inc. at a future date. |
| The options granted to employees vest over a period of time and are considered provisionally vested, these provisionally vested options will only be exercisable when the performance condition is met which is considered to be an 'exit event'. |
| Based on this and the different vesting conditions of the options granted the directors have recognised in the Income Statement for the current year a charge of £Nil (2021: £Nil). |
| The standard vesting period of this scheme is 5 years, and at the year-end the average vesting period remaining on the options in the scheme is 1.54 years (2021: 2.58). |
| The following table shows the movements during the year: |
| 2022 | 2021 |
| Number | Number |
| Outstanding at the beginning of the year | 49,033 | 49,033 |
| Granted in the year | - | - |
| Lapsed during the year | - | - |
| Exercised during the year | - | - |
| Forfeited during the year | - | - |
| Outstanding at the end of the year | 49,033 | 49,033 |
| Options granted but not vested at the end of the year | 9,353 | 22,536 |