Crave Interactive Limited - Limited company accounts 20.1

REGISTERED NUMBER: 07035427 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

CRAVE INTERACTIVE LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

M J Gretton

G J Hughes

R Jariyastien

G Panayides

E Panjavinin

S Thongluang

R C Chua Soon Ho

SECRETARY:

G J Hughes

REGISTERED OFFICE:

Derwent House University Way

Cranfield Technology Park

Cranfield

Bedfordshire

MK43 0AZ

REGISTERED NUMBER:

07035427 (England and Wales)

AUDITORS:

Martin and Company Audit Limited

Chartered Accountants

and Statutory Auditors

25 St Thomas Street

Winchester

Hampshire

SO23 9HJ

The directors present their report with the financial statements of the company for the year ended 31 December 2020.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2020 to the date of this report.

M J Gretton

G J Hughes

G Panayides

E Panjavinin

S Thongluang

Other changes in directors holding office are as follows:

R Jariyastien - appointed 1 June 2020

A Lekcharoen - resigned 1 June 2020

R C Chua Soon Ho was appointed as a director after 31 December 2020 but prior to the date of this report.

R C Anderson ceased to be a director after 31 December 2020 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Martin and Company Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G J Hughes - Director

27 September 2021

Qualified Opinion

We have audited the financial statements of Crave Interactive Limited (the 'company') for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2020, and of its 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 qualified opinion

We were not appointed as auditor of the company until after 31 December 2019 and thus did not observe the counting of physical inventories at the end of that year which amounted to £434,418. Consequently we were unable to determine whether any adjustment to this amount as at 31 December 2019 was necessary or whether there was any consequential effect on the cost of sales for the year ended 31 December 2020.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Key audit matters

Except for the matter described in the basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report , other than the financial statements and our auditor's 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £434,418 held at 31 December 2019. We have concluded that where the other information refers to the inventory balance as at 31 December 2019 or related balances such as cost of sales in the current or prior year, it may be materially misstated for the same reason.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified audit opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

Arising solely from the limitation on the scope of our work relating to inventory as at 31st December 2019, referred to above:

- we have not obtained all the information and explanations that we consider necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made.

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 a Report of the Auditors 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 obtained an understanding of the legal and regulatory framework applicable to the company via discussions with the directors and our previous knowledge of the company. This identified that the most significant laws and regulations relate to the form and content of the financial statements such as the UK Companies Act 2006 and Financial Reporting Standard 102. The company complies with these laws and regulations by using appropriately qualified professionals to prepare the financial statements.

As part of our planning process we assessed susceptibility of the company's financial statements to material

misstatements, including how fraud might occur by making an assessment of the key risks. The key risks identified in

respect of Crave Interactive Limited are revenue recognition, management override and in the current environment

whether the company remains a going concern. The directors confirmed no actual, suspected or alleged cases of fraud.

Based on this assessment we designed our audit procedures to address these key risk areas with an emphasis on testing sales cut off and testing controls in place in respect of sales and those areas susceptible to management

override including testing manual journals and making enquiries of management.

Going concern was reviewed by assessing the company's available financial resources and accuracy of cash flow forecasting as well as enquiries of management.

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 Report of the Auditors.

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 a Report of the Auditors 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.

David Barr (Senior Statutory Auditor)

for and on behalf of Martin and Company Audit Limited

Chartered Accountants

and Statutory Auditors

25 St Thomas Street

Winchester

Hampshire

SO23 9HJ

30 September 2021

TURNOVER

3

1,926,287

1,810,179

Cost of sales

671,903

785,067

GROSS PROFIT

1,254,384

1,025,112

Administrative expenses

3,036,541

3,125,580

(1,782,157

)

(2,100,468

)

Other operating income

71,999

-

OPERATING LOSS

6

(1,710,158

)

(2,100,468

)

Interest receivable and similar income

5,279

3,940

(1,704,879

)

(2,096,528

)

Interest payable and similar expenses

8

12,680

43,534

LOSS BEFORE TAXATION

(1,717,559

)

(2,140,062

)

Tax on loss

9

(66,925

)

(209,300

)

LOSS FOR THE FINANCIAL YEAR

(1,650,634

)

(1,930,762

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,650,634

)

(1,930,762

)

FIXED ASSETS

Intangible assets

10

1,317,692

1,115,480

Tangible assets

11

144,839

98,517

Investments

12

40,830

40,830

1,503,361

1,254,827

CURRENT ASSETS

Stocks

13

263,082

434,418

Debtors

14

1,199,176

1,565,374

Cash at bank and in hand

1,581,591

3,159,984

3,043,849

5,159,776

CREDITORS

Amounts falling due within one year

15

764,850

1,069,356

NET CURRENT ASSETS

2,278,999

4,090,420

TOTAL ASSETS LESS CURRENT LIABILITIES

3,782,360

5,345,247

CREDITORS

Amounts falling due after more than one year

16

87,747

-

NET ASSETS

3,694,613

5,345,247

CAPITAL AND RESERVES

Called up share capital

18

682,461

682,461

Share premium

19

10,810,936

10,810,936

Retained earnings

19

(7,798,784

)

(6,148,150

)

SHAREHOLDERS' FUNDS

3,694,613

5,345,247

The financial statements were approved by the Board of Directors and authorised for issue on 27 September 2021 and were signed on its behalf by:

G J Hughes - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2019

486,869

(4,217,388

)

3,312,481

(418,038

)

Changes in equity

Issue of share capital

195,592

-

7,498,455

7,694,047

Total comprehensive income

-

(1,930,762

)

-

(1,930,762

)

Balance at 31 December 2019

682,461

(6,148,150

)

10,810,936

5,345,247

Changes in equity

Total comprehensive income

-

(1,650,634

)

-

(1,650,634

)

Balance at 31 December 2020

682,461

(7,798,784

)

10,810,936

3,694,613

1.	STATUTORY INFORMATION

Crave Interactive 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.

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.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Crave Interactive Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, True Corporation plc, True Tower, 18 Ratchadaphisek Road, Huai Khwang, Bangkok, Thailand.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover from the sale of goods is recognised when the amount can be reliably measured, it is probable that future economic benefits will flow to the entity and the 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.

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 the contract cannot be estimated reliably.

Intangible assets

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.

Patents and licences are being amortised evenly over their estimated useful life of 4 years.

Development costs are being amortised evenly over their estimated useful life of 4 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

Straight line over 3 years

Capitalised rental assets

-

Straight line over 3 years

Fixtures and fittings

-

Straight line over 3 years

Computer equipment

-

Straight line over 3 years

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Government grants

Government grants receivable in respect of revenue items are credited to the profit and loss account in the period in which they become payable.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition.

Financial instruments

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Research and development

Research and development costs, which relate to development of the technology used to generate revenue are capitalised under intangible assets and amortised over a period of 4 years which the directors believe to adequately reflect the life of the technology.

Foreign currencies

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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The accounts have been prepared on the going concern basis and the directors confirm that they are satisfied that the company has adequate resources to continue as a going concern for the foreseeable future. This has been determined by review of cash flow forecasts of at least 12 months from the date of approval of the financial statements.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.20

31.12.19

£

£

Sale of goods

557,550

595,289

Sale of services

1,368,737

1,214,890

1,926,287

1,810,179

4.	EMPLOYEES AND DIRECTORS

31.12.20

31.12.19

£

£

Wages and salaries

1,393,195

1,006,199

Social security costs

149,249

118,149

Other pension costs

47,341

35,599

1,589,785

1,159,947

The average number of employees during the year was as follows:

31.12.20

31.12.19

Office staff

25

18

5.	DIRECTORS' EMOLUMENTS

31.12.20

31.12.19

£

£

Directors' remuneration

200,000

214,720

Directors' pension contributions to money purchase schemes

10,742

9,246

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

2

Information regarding the highest paid director is as follows:

31.12.20

31.12.19

£

£

Emoluments etc

200,000

-

Pension contributions to money purchase schemes

10,742

-

In 2019 no director received emoluments of over £200,000.

6.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.20

31.12.19

£

£

Hire of plant and machinery

358

781

Other operating leases

77,766

56,502

Depreciation - owned assets

49,142

13,319

Patents and licences amortisation

5,267

2,195

Development costs amortisation

460,818

248,757

Auditors' remuneration

4,500

4,500

Auditors' remuneration for non audit work

2,000

2,000

Foreign exchange differences

42,334

65,878

Government grants

(71,999

)

-

7.	EXCEPTIONAL ITEMS

31.12.20

31.12.19

£

£

Exceptional items

-

(399,230

)

Exceptional items related to the costs associated with the sale of shares in the company to True Corporation plc during the prior year.

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.20

31.12.19

£

£

Bank interest

-

7,904

Loan

-

35,630

Interest payable to parent

12,680

-

12,680

43,534

9.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.12.20

31.12.19

£

£

Current tax:

UK corporation tax

(66,925

)

(209,300

)

Tax on loss

(66,925

)

(209,300

)

Reconciliation of total tax credit 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:

31.12.20

31.12.19

£

£

Loss before tax

(1,717,559

)

(2,140,062

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2019 - 19%)

(326,336

)

(406,612

)

Effects of:

Expenses not deductible for tax purposes

295

96,821

Capital allowances in excess of depreciation

(10,435

)

(16,200

)

Adjustments to tax charge in respect of previous periods

-

(2,236

)

Loss carried forward

336,476

227,658

R&D Enhanced expenditure - 19%

-

(149,993

)

Losses surrendered to R&D tax credit

-

62,852

Relief on EMI options and intangible assets

-

(21,590

)

R&D Expenditure credit

(66,925

)

-

Total tax credit

(66,925

)

(209,300

)

10.	INTANGIBLE FIXED ASSETS

Patents

and

Development

licences

costs

Totals

£

£

£

COST

At 1 January 2020

15,802

1,547,427

1,563,229

Additions

-

668,297

668,297

At 31 December 2020

15,802

2,215,724

2,231,526

AMORTISATION

At 1 January 2020

2,195

445,554

447,749

Amortisation for year

5,267

460,818

466,085

At 31 December 2020

7,462

906,372

913,834

NET BOOK VALUE

At 31 December 2020

8,340

1,309,352

1,317,692

At 31 December 2019

13,607

1,101,873

1,115,480

11.	TANGIBLE FIXED ASSETS

Improvements

Capitalised

Fixtures

to

rental

and

Computer

property

assets

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2020

11,061

68,800

21,190

10,785

111,836

Additions

-

100,500

-

3,564

104,064

Disposals

-

(13,600

)

-

-

(13,600

)

At 31 December 2020

11,061

155,700

21,190

14,349

202,300

DEPRECIATION

At 1 January 2020

1,582

7,761

2,899

1,077

13,319

Charge for year

3,687

33,608

7,064

4,783

49,142

Eliminated on disposal

-

(5,000

)

-

-

(5,000

)

At 31 December 2020

5,269

36,369

9,963

5,860

57,461

NET BOOK VALUE

At 31 December 2020

5,792

119,331

11,227

8,489

144,839

At 31 December 2019

9,479

61,039

18,291

9,708

98,517