Elevate Platform Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Advisory Limited, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling , which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention . The principal accounting policies adopted are set out below.
After reviewing the Company’s forecasts and projections, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continue to adopt the going concern basis in preparing is financial statements.
The company operates by way of contractual agreements with clients based on pre-determined terms and which are for a specified duration of time. Each contract will specify the basis of revenue generation and any associated costs and include terms covering access to and use of the Elevate platform, with penalty clauses for mis-use. As such, there is little discretion in how the platform may be used and very little uncertainty surrounding the pattern of contractual revenue generation under contracts which are based on a fixed charge element for the duration of each contract. While historically the company has operated under contract terms which were mainly transaction based, the directors consider that the revised strategy of operating under predominantly fixed fee contracts provide a higher degree of certainty around revenue generation and a more consistent liquidity profile.
The directors are continually monitoring the Company’s liquidity position, including external economic factors that may impact the business and are confident that they can raise sufficient funds from shareholders and/or external financing where considered appropriate, to maintain prudent levels of cash cover. The directors consider that the risk of uncertain future events or changes in conditions that could adversely affect the Company’s business prospects to be minimal, especially with regards to the strategy of securing and operating on defined duration fixed fee contracts.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss .
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those 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 (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The average monthly number of persons (including directors) employed by the company during the year was 13 (2017 - 18).
Details of the company's subsidiaries at 31 December 2018 are as follows:
Included in Other debtors above, is a rent deposit totalling £76,500 (2017: £76,500) which is repayable after more than one year.
Included within Other creditors, are loans provided by a major shareholder totalling £595,000. These loans are secured by a debenture incorporating a fixed and floating charge over all assets of the company.
The company grants share options and warrants at its discretion to Directors, management, advisors and lenders. These are equity settles on exercise
The exercise price of options outstanding at the end of the year ranged between £2.00 and £4.70 (2017: £2.695).
During the year, the company recognised total share-based payment expenses of £ 2,457 (2017: £ 736 ) which related to equity settled share based payment transactions.
The company operates a tax authority approved Enterprise Management Incentive Share Options Scheme so as to encourage share ownership by all eligible employees.
The options vest in accordance with terms determined by the directors but include continued employment. Options can only be exercised if a qualifying event takes place such as a change of ownership or public listing. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if an employee leaves the company. Obligations under this scheme will be met by the issue of Ordinary shares from the company.
Options granted during the year are as follows:-
- 85,000 Ordinary shares of £0.01 each, exercisable at a price of £4.70 per share, expiring March 2028.
- 150,000 Ordinary shares of £0.01 each, exercisable at a price of £2.00 per share, expiring July 2028.
Options lapsed during the year are as follows:-
- 20,000 Ordinary shares of £0.01 each, exercisable at a price of £2.695 per share.
- 10,000 Ordinary shares of £0.01 each, exercisable at a price of £4.70 per share.
Options outstanding at the year end are as follows:-
- 65,000 Ordinary shares of £0.01 each, exercisable at a price of £2.695 per share, expiring September 2026
- 65,000 Ordinary shares of £0.01 each, exercisable at a price of £4.70 per share, expiring March 2028.
- 150,000 Ordinary shares of £0.01 each, exercisable at a price of £2.00 per share, expiring July 2028.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
In February 2019, UIL Limited converted its loans previously issued to Elevate Platforms Ltd into preference shares .
M Taylor, a director who served during the year, had fees totalling £15,000 (2017: £77,500) invoiced to the Company through Sesame Capital Limited.
During the year, loans totalling £595,000 was provided by UIL Limited, a company that was a major shareholder during the year. Interest is payable on this loan at 6% per annum. As noted in note 10, the loan was converted into Preference Shares in February 2019.