Gruvi Limited
Gruvi Limited
Registered number: 07377735
Directors' Report and
Unaudited Financial Statements
For The Year Ended 31 December 2023
Ellyss Limited
Chartered Certified Accountants
Suites 1 & 2 Webb House
20 Bridge Road
Park Gate
Hampshire
SO31 7GE
Gruvi Limited
Directors' Report and Unaudited Financial Statements
For The Year Ended 31 December 2023
Directors' Report and Unaudited Financial Statements
| Contents | |
| Page | |
|---|---|
| Company Information | 1 |
| Directors' Report | 2—3 |
| Accountants' Report | 4 |
| Profit and Loss Account | 5 |
| Balance Sheet | 6—7 |
| Statement of Changes in Equity | 8 |
| Notes to the Financial Statements | 9—13 |
Gruvi Limited
Company Information
For The Year Ended 31 December 2023
Company Information
| Directors |
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| Company Number |
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| Registered Office | 2 Marvin Way |
| Botley | |
| Southampton | |
| Hampshire | |
| SO30 2EG | |
| Business | 2 Marvin Way |
| Botley | |
| Southampton | |
| Hampshire | |
| SO30 2EG | |
| Accountants |
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| Chartered Certified Accountants | |
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| 20 Bridge Road | |
| Park Gate | |
| Hampshire | |
| SO31 7GE | |
Gruvi Limited
Company No. 07377735
Directors' Report For The Year Ended 31 December 2023
Directors' Report
The directors present their report and the financial statements for the year ended 31 December 2023.
Review of the Business
Chairman’s Statement
It is with great pleasure that I present Gruvi LTD’s 2023 annual accounts. This year has been a landmark period for our company, marked by significant growth and strategic transformations.
Firstly, I am thrilled to report that Gruvi as a group has achieved remarkable revenue growth. Our revenue has surged by 100% across all our companies, increasing from approximately £2 million in 2022 to over £4 million in 2023. This impressive performance is a testament to our team's dedication and the value we bring to our clients. Looking ahead, despite the anticipated market challenges in 2024, including the US writers' strike, the Paris Olympics, and the Euro football tournament, we remain optimistic. We forecast a robust growth of around 50% for the group as a whole in the coming year.
Secondly, I would like to announce a significant change in our leadership team. As Gruvi continues to establish its position and anticipates strong growth in the coming years, we have decided on a strategic shift in leadership roles. I will be stepping down as Chairman and assuming the role of CEO. Our current CEO and founder, Ben Johnson, will transition to the role of “Head of Strategy and Audience Technology” This new structure will enable us to reinforce our organizational framework, ensuring robust growth while maintaining our commitment to innovation and staying ahead of the competition.
Lastly, I want to express my heartfelt gratitude to our over 30 dedicated colleagues. Their unwavering effort and commitment are the cornerstone of our continued success. It is their hard work and passion that drive our achievements and inspire us to reach greater heights.
In conclusion, 2023 has been an extraordinary year for Gruvi. We have set new benchmarks for growth and laid a strong foundation for the future. I am confident that with our talented team and strategic leadership, we will continue to thrive and innovate, delivering exceptional value to our stakeholders.
Thank you.
Mr Michael Hyltoft
Chairman
10 June 2024
...CONTINUED
Gruvi Limited
Directors' Report (continued)
For The Year Ended 31 December 2023
Review of the Business - continued
Directors
The directors who held office during the year were as follows:
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Statement of Directors' Responsibilities
The directors are responsible for preparing 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 of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Small Company Rules
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
On behalf of the board
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Director
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Gruvi Limited
Accountants' Report
For The Year Ended 31 December 2023
Accountants' Report
Report to the directors on the preparation of the unaudited statutory accounts of
Gruvi Limited
For The Year Ended 31 December 2023
To assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of
Gruvi Limited
which comprise the Profit and Loss Account, the Balance Sheet and the related notes, from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://www.accaglobal.com/en/member/professional-standards/rules-standards/acca-rulebook.html.
This report is made to the directors of
Gruvi Limited
, as a body, in accordance with the terms of our engagement letter dated 15 November 2018. Our work has been undertaken solely to prepare for your approval the accounts of
Gruvi Limited
and state those matters that we have agreed to state to the directors of
Gruvi Limited
, as a body, in this report in accordance with the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/content/dam/ACCA_Global/Technical/fact/technical-factsheet-163.pdf. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than
Gruvi Limited
and its directors as a body for our work or for this report.
It is your duty to ensure that
Gruvi Limited
has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit or loss of
Gruvi Limited
. You consider that
Gruvi Limited
is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the accounts of
Gruvi Limited
. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.
| Signed |
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Chartered Certified Accountants
Suites 1 & 2 Webb House
20 Bridge Road
Park Gate
Hampshire
SO31 7GE
Gruvi Limited
Profit and Loss Account
For The Year Ended 31 December 2023
Profit and Loss Account
| 31 December 2023 | 31 December 2022 | |||
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| Notes | £ | £ | ||
| TURNOVER |
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| Cost of sales |
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| GROSS PROFIT |
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| Administrative expenses |
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| Other operating income |
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| OPERATING PROFIT/(LOSS) |
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| Other interest receivable and similar income |
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| Interest payable and similar charges |
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| PROFIT/(LOSS) BEFORE TAXATION |
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| Tax on Profit/(loss) |
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| PROFIT/(LOSS) AFTER TAXATION BEING PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
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The notes on pages 9 to 13 form part of these financial statements.
Gruvi Limited
Balance Sheet
As At
31 December 2023
Balance Sheet
| 31 December 2023 | 31 December 2022 | ||||
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| Notes | £ | £ | £ | £ | |
| FIXED ASSETS | |||||
| Intangible Assets | 4 |
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| Tangible Assets | 5 |
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| CURRENT ASSETS | |||||
| Debtors | 6 |
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| Cash at bank and in hand |
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| Creditors: Amounts Falling Due Within One Year | 7 |
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| NET CURRENT ASSETS (LIABILITIES) |
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| TOTAL ASSETS LESS CURRENT LIABILITIES |
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| Creditors: Amounts Falling Due After More Than One Year | 8 |
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| PROVISIONS FOR LIABILITIES | |||||
| Deferred Taxation |
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| NET ASSETS/(LIABILITIES) |
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| CAPITAL AND RESERVES | |||||
| Called up share capital | 9 |
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| Share premium account |
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| Profit and Loss Account |
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| SHAREHOLDERS' FUNDS | 211,609 | (22,056) | |||
Gruvi Limited
Balance Sheet (continued)
As At
31 December 2023
On behalf of the board
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Director
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The notes on pages 9 to 13 form part of these financial statements.
Gruvi Limited
Statement of Changes in Equity
For The Year Ended 31 December 2023
Statement of Changes in Equity
| Share Capital | Share Premium | Profit and Loss Account | Total | |
|---|---|---|---|---|
| £ | £ | £ | £ | |
| As at 1 October 2021 |
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220,369 |
| Loss for the period and total comprehensive income | - | - |
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(242,425) |
| As at 31 December 2022 and 1 January 2023 |
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(22,056) |
| Profit for the year and total comprehensive income | - | - |
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233,665 |
| As at 31 December 2023 |
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211,609 |
Gruvi Limited
Notes to the Financial Statements
For The Year Ended 31 December 2023
Notes to the Financial Statements
1.
General Information
Gruvi Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
07377735
. The registered office is 2 Marvin Way, Botley, Southampton, Hampshire, SO30 2EG.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.3.
Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are costs of developing software for use with Apps. It is amortised to profit and loss account over its estimated economic life of 5 years.
2.4.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Fixtures & Fittings |
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| Computer Equipment |
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2.5.
Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
Gruvi Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
2.6.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other year and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and asset reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.7.
Government Grant
Government grants are recognised in the profit and loss account in an appropriate manner that matches them with the expenditure towards which they are intended to contribute.
Grants for immediate financial support or to cover costs already incurred are recognised immediately in the profit and loss account. Grants towards general activities of the entity over a specific period are recognised in the profit and loss account over that period.
Grants towards fixed assets are recognised over the expected useful lives of the related assets and are treated as deferred income and released to the profit and loss account over the useful life of the asset concerned.
All grants in the profit and loss account are recognised when all conditions for receipt have been complied with.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 1 (2022: 1)
Gruvi Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
4.
Intangible Assets
| Other | |||
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| Cost | |||
| As at 1 January 2023 |
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| Additions |
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| As at 31 December 2023 |
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| Amortisation | |||
| As at 1 January 2023 |
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| Provided during the period |
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| As at 31 December 2023 |
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| Net Book Value | |||
| As at 31 December 2023 |
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| As at 1 January 2023 |
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5.
Tangible Assets
| Fixtures & Fittings | Computer Equipment | Total | |
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| £ | £ | £ | |
| Cost | |||
| As at 1 January 2023 |
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| Additions |
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| As at 31 December 2023 |
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| Depreciation | |||
| As at 1 January 2023 |
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| Provided during the period |
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| As at 31 December 2023 |
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| Net Book Value | |||
| As at 31 December 2023 |
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| As at 1 January 2023 |
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Gruvi Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
6.
Debtors
| 31 December 2023 | 31 December 2022 | ||
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| £ | £ | ||
| Due within one year | |||
| Trade debtors |
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| Prepayments and accrued income |
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| Other debtors (Debtors < 1 year) | - |
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| Corporation tax recoverable assets |
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| VAT | - |
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| Directors' loan accounts |
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| Amounts owed by The Gruvi PTY Ltd |
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| Amounts owed by Gruvi Media UG |
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7.
Creditors: Amounts Falling Due Within One Year
| 31 December 2023 | 31 December 2022 | ||
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| £ | £ | ||
| Trade creditors |
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| Bank loans and overdrafts |
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| Corporation tax |
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| VAT |
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| Payroll creditors |
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| Accruals and deferred income |
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| Directors' loan accounts |
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| Amounts owed to Gruvi Media | - |
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8.
Creditors: Amounts Falling Due After More Than One Year
| 31 December 2023 | 31 December 2022 | ||
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| £ | £ | ||
| Bank loans |
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| Amounts owed to Gruvi Media > 1 yr |
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Gruvi Ltd received a Bounceback loan of £50,000 on 27 May 2020 repayable over 6 years.
Gruvi Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2023
10.
Directors Advances, Credits and Guarantees
Included within Debtors are the following loans to directors:
| As at 1 January 2023 | Amounts advanced | Amounts repaid | Amounts written off | As at 31 December 2023 | |
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| £ | £ | £ | £ | £ | |
| Mr Benjamin Johnson |
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The above loan is unsecured, interest free and repayable on demand.
11.
Related Party Transactions
An amount of £3,785 was owed to Gruvi Media Inc at the balance sheet date (2022 - £3,785). Gruvi Media Inc is under the control of Gruvi Limited by virtue of its shareholding of Gruvi Media Inc.
Gruvi Denmark is under the control of Gruvi Limited by virtue of its shareholding of Gruvi Denmark. There were no intercompany balances between these companies at the balance sheet date.
The Gruvi PTY Ltd is under the control of Gruvi Limited by virtue of its shareholding of The Gruvi PTY Ltd. During the period, Gruvi PTY has paid a subscription of £140,866 (2022- £79,400) and campaign fees of £100,100 (2022 - nil) these amounts are shown in Other income. At the balance sheet date, there was an amount of £51,795 (2022 - £33,337) owed to Gruvi Limited by The Gruvi PTY Ltd.
The Gruvi Media UG is under the control of Gruvi Limited by virtue of its shareholding of The Gruvi media UG. During the period Gruvi Media UG has paid a subscription of £7,198 (2022 - NIL) and campaign fees of £2,200 (2022 - NIL) these amounts are shown in Other income. At the balance sheet date there was an amount of £23,306 (2022- NIL) owed to Gruvi Limited by The Gruvi media UG.
Amounts shown and detailed as Other income consist of charges applied from Gruvi UK to its group member companies, these charges are arms length transactions based on a formalised Trade Agreement.
12.
Ultimate Controlling Party
The company's ultimate controlling party is
Ben Johnson
by virtue of his ownership of 48% of the overall issued share capital in the company.