Company Registration No. 08292184 (England and Wales)
VST ENTERPRISES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2021
PAGES FOR FILING WITH REGISTRAR
VST ENTERPRISES LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
VST ENTERPRISES LIMITED
BALANCE SHEET
AS AT 28 FEBRUARY 2021
28 February 2021
- 1 -
28 February 2021
31 October 2019
Notes
£
£
£
£
Fixed assets
Intangible assets
4
2,239,838
3,002,307
Tangible assets
5
6,967
14,194
Investments
6
100
100
2,246,905
3,016,601
Current assets
Debtors
7
2,262,035
194,411
Cash at bank and in hand
10,219
1,466
2,272,254
195,877
Creditors: amounts falling due within one year
8
(7,411,380)
(4,950,371)
Net current liabilities
(5,139,126)
(4,754,494)
Total assets less current liabilities
(2,892,221)
(1,737,893)
Provisions for liabilities
(426,893)
(573,135)
Net liabilities
(3,319,114)
(2,311,028)
Capital and reserves
Called up share capital
9
1,207
1,207
Share premium account
1,112,383
1,112,383
Profit and loss reserves
(4,432,704)
(3,424,618)
Total equity
(3,319,114)
(2,311,028)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial period ended 28 February 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
VST ENTERPRISES LIMITED
BALANCE SHEET (CONTINUED)
AS AT 28 FEBRUARY 2021
28 February 2021
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 15 October 2021 and are signed on its behalf by:
Mr L J Davis
Director
Company Registration No. 08292184
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2021
- 3 -
1
Accounting policies
Company information
VST Enterprises Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
3rd Floor, The Lexicon, Mount Street, Manchester, M2 5NT.
1.1
Accounting convention
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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The Company's working capital requirements are met with support from its directors and parent company which the directors do not anticipate being withdrawn. As a result the directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from withdrawal of this support.
COVID-19
In their assessment of going concern the directors have considered the current and developing impact on the business as a result of the COVID19 virus. This has not had a significant, immediate impact on the company’s operations. Although a number of retail customer contracts had been placed on hold, there has been significant interest and media attention surrounding the V-Covid Health Passport release which has allowed the company to work towards creating a new income stream to the company. The Directors are aware however that if the current situation becomes prolonged then this may change. Overall, the Directors believe the underlying business model and target sector and any negative long term impact will be minimal.
The Directors regularly update their annual budgets and forecasts based on current estimates of the impact of the current crisis and should the impact become sufficient, immediate action will be taken in order to ensure that they have sufficient facilities in place to meet their operating cash requirements for the foreseeable future. These include both operational changes and taking advantage of government support where available.
Having regard to the above, the directors believe it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Reporting period
These accounts have been prepared for a 16 month period to 28 February 2021. The previous year accounts were prepared for a period of 8 months to 31 October 2019. Therefore, comparative figures will not be entirely comparable.
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2021
1
Accounting policies
(Continued)
- 4 -
1.4
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:
Turnover from the sale
is
recognised when all of the following conditions are satisfied:
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
1.6
Intangible fixed assets other than goodwill
Expenditure on research activities is recognised as an
expense in the period in which it is incurred.
An internally-generated intangible asset arising from the
company’s development is recognised only if all
of the following conditions are met:
• an asset is created that can be identified (such as
software and new processes);
• it is probable that the asset created will generate
future economic benefits; and
• the development cost of the asset can be measured
reliably.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
20 % Straight Line
1.7
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
20% Straight Line
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
.
1.8
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2021
1
Accounting policies
(Continued)
- 5 -
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.9
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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.
Classification of financial liabilities
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
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.
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2021
1
Accounting policies
(Continued)
- 6 -
1.11
Equity instruments
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2021
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2021
2019
Number
Number
Total
6
4
4
Intangible fixed assets
Other
£
Cost
At 1 November 2019
3,889,529
Additions
374,645
At 28 February 2021
4,264,174
Amortisation and impairment
At 1 November 2019
887,222
Amortisation charged for the period
1,137,114
At 28 February 2021
2,024,336
Carrying amount
At 28 February 2021
2,239,838
At 31 October 2019
3,002,307
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 November 2019 and 28 February 2021
27,101
Depreciation and impairment
At 1 November 2019
12,907
Depreciation charged in the period
7,227
At 28 February 2021
20,134
Carrying amount
At 28 February 2021
6,967
At 31 October 2019
14,194
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2021
- 8 -
6
Fixed asset investments
2021
2019
£
£
Shares in group undertakings and participating interests
100
100
The investment is 100 shares in VCODE Limited, each share has a nominal value of £1 and VST Enterprises Limited has a holding of 100%.
The subsidiary was dormant as at the most recent accounting period filed with Companies House of 30 April 2020 and held £100 in Capital and Reserves.
7
Debtors
2021
2019
Amounts falling due within one year:
£
£
Trade debtors
1,994,190
Corporation tax recoverable
100,000
Other debtors
267,845
94,411
2,262,035
194,411
8
Creditors: amounts falling due within one year
2021
2019
£
£
Trade creditors
1,740,599
243,599
Amounts owed to group undertakings
5,128,831
4,360,014
Taxation and social security
32,774
7,781
Other creditors
509,176
338,977
7,411,380
4,950,371
9
Called up share capital
2021
2019
£
£
Ordinary share capital
Issued and fully paid
106,400 Ordinary Shares A of 1p each
1,064
1,064
14,286 Ordinary Shares B of 1p each
143
143
1,207
1,207
VST ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2021
- 9 -
10
Related party transactions
The Company has taken advantage of the exemption available under FRS 102 not to disclose transactions between itself and its parent company, Davis Co. Holdings Ltd (08595869).
As at the balance sheet date, Paul Greeves was owed £Nil (£76,000 at 31 October 2019) for consultancy services provided to the company. Paul Greeves previously operated as a Director, resigning on 29 April 2019.
As at the balance sheet date, Iron Moon Limited was owed £4,000 (£4,000 at 31 October 2019) for consultancy services to the company. This is related by Mr Jonathan Davies, a common shareholder.
During the year, a total of £67,000 was paid to Neville Buckley for advisory and consultancy services provided. At the balance sheet date, Neville Buckley was owed £140,000 (£20,000 at 31 October 2019). Neville Buckely is a director of Davis Co. Holdings Limited, the parent company and controlling party of VST Enterprises Limited.
During the year, a total of £201,950 was paid to Davis & Davis Consulting Limited for management and advisory services provided. At the balance sheet date, Davis & Davis Consulting Limited was owed £220,000 (£40,000 at 31 October 2019). This company is related by Mr Louis-James Davis and Mrs Nicole Sarah Davis, common shareholders and directors of this company and the controlling party.
11
Directors' transactions
During the period, the company operated a loan account with its director and shareholder, Mr Louis J Davis. At the balance sheet date, the company owed Mr Louis J Davis £40,853 (31 October 2019: £Nil), included within other creditors due within one year.
There are no repayment terms on this loan and no interest has been charged during the period.