|
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 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. |
|
Other information |
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 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 strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
|
Matters on which we are required to report by exception |
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|
|
Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
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|
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Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
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Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
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Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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|
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Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
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|
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Share based payments |
|
Share-based compensation benefits are provided to employees via the Green Angel Ventures (GAV) EMI Scheme, an employee share option scheme. Information relating to this scheme is set out in note 22. |
|
Employee options |
|
The value of options granted under the GAV Employee Option Plan are recognised as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the intrinsic value of the options granted: |
|
- including any market performance conditions (such as the entity’s share price); |
|
- excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and |
|
- including the impact of any non-vesting conditions (such as the requirement for employees to save or hold shares for a specific period of time). |
|
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. |
|
|
2 |
Analysis of turnover |
2023 |
|
2022 |
£ |
£ |
|
|
Services rendered |
1,005,990 |
|
705,271 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
1,005,990 |
|
705,271 |
|
|
|
|
|
|
|
|
|
|
3 |
Operating profit |
2023 |
|
2022 |
£ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
1,539 |
|
1,224 |
|
Amortisation of intangible assets |
8,219 |
|
6,463 |
|
Auditors' remuneration for audit services |
6,500 |
|
4,500 |
|
|
|
|
|
|
|
|
|
|
4 |
Directors' emoluments |
2023 |
|
2022 |
£ |
£ |
|
|
Emoluments |
183,439 |
|
115,287 |
|
Company contributions to defined contribution pension plans |
14,472 |
|
9,329 |
|
|
|
|
|
|
197,911 |
|
124,616 |
|
|
|
|
|
|
|
|
|
|
|
Number of directors to whom retirement benefits accrued: |
2023 |
|
2022 |
Number |
Number |
|
|
Defined contribution plans |
4 |
|
4 |
|
|
|
|
|
|
|
|
|
|
5 |
Staff costs |
2023 |
|
2022 |
£ |
£ |
|
|
Wages and salaries |
526,076 |
|
390,202 |
|
Social security costs |
49,478 |
|
27,392 |
|
Other pension costs |
37,960 |
|
27,439 |
|
|
|
|
|
|
613,514 |
|
445,033 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
6 |
|
5 |
|
Development |
4 |
|
5 |
|
Marketing |
- |
|
1 |
|
Sales |
7 |
|
5 |
|
|
|
|
|
|
17 |
|
16 |
|
|
|
|
|
|
|
|
|
|
6 |
Taxation |
2023 |
|
2022 |
£ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
18,449 |
|
- |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
3,988 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
22,437 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2023 |
|
2022 |
£ |
£ |
|
Profit on ordinary activities before tax |
94,972 |
|
40,370 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
21% |
|
19% |
|
£ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
19,944 |
|
7,670 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
10,244 |
|
1,264 |
|
Capital allowances for period in excess of depreciation |
(445) |
|
(246) |
|
Utilisation of tax losses |
(10,716) |
|
(8,688) |
|
Marginal relief |
(578) |
|
- |
|
|
Current tax charge for period |
18,449 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
The increase in corporation tax rates with effect from 1st April 2023 combined with higher profits are likely to result in higher tax charges as a percentage of taxable profit. In addition, trading losses carried forward from previous years have now been fully utilised. |
|
|
7 |
Intangible fixed assets |
£ |
|
Website: |
|
|
Cost |
|
At 1 July 2022 |
20,650 |
|
Additions |
7,965 |
|
At 30 June 2023 |
28,615 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
At 1 July 2022 |
8,804 |
|
Provided during the year |
8,219 |
|
At 30 June 2023 |
17,023 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 30 June 2023 |
11,592 |
|
At 30 June 2022 |
11,846 |
|
|
|
|
|
|
|
|
|
|
Expenditure on the company's website is being written off in equal annual instalments over its estimated economic life of 3 years. |
|
|
8 |
Tangible fixed assets |
|
|
|
|
|
|
|
|
Fixtures, fittings, tools and equipment |
|
|
|
|
|
|
|
|
At cost |
£ |
|
Cost or valuation |
|
At 1 July 2022 |
3,852 |
|
Additions |
3,497 |
|
At 30 June 2023 |
7,349 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 July 2022 |
1,452 |
|
Charge for the year |
1,539 |
|
At 30 June 2023 |
2,991 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 30 June 2023 |
4,358 |
|
At 30 June 2022 |
2,400 |
|
|
|
|
|
|
|
|
|
|
|
9 |
Investments |
|
Other |
investments |
£ |
|
Cost |
|
At 1 July 2022 |
15,346 |
|
|
At 30 June 2023 |
15,346 |
|
|
|
|
|
|
|
|
|
|
Historical cost |
|
At 1 July 2022 |
15,346 |
|
At 30 June 2023 |
15,346 |
|
|
|
|
|
|
|
|
|
|
The company owns 0.4% of the issued share capital of Powervault Ltd. |
|
10 |
Debtors |
2023 |
|
2022 |
£ |
£ |
|
|
Trade debtors |
103,152 |
|
20,614 |
|
Prepayments and accrued income |
39,584 |
|
21,269 |
|
|
|
|
|
|
142,736 |
|
41,883 |
|
|
|
|
|
|
|
|
|
|
11 |
Creditors: amounts falling due within one year |
2023 |
|
2022 |
£ |
£ |
|
|
Trade creditors |
24,222 |
|
9,215 |
|
Corporation tax |
18,449 |
|
- |
|
Other taxes and social security costs |
53,899 |
|
41,945 |
|
Accruals and deferred income |
49,338 |
|
60,841 |
|
|
|
|
|
|
145,908 |
|
112,001 |
|
|
|
|
|
|
|
|
|
|
12 |
Deferred taxation |
2023 |
|
2022 |
£ |
£ |
|
|
Accelerated capital allowances |
3,988 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
£ |
£ |
|
|
Charged to the profit and loss account |
3,988 |
|
- |
|
|
At 30 June |
3,988 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
13 |
Share capital |
Nominal |
|
2023 |
|
2023 |
|
2022 |
value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£0.01 each |
|
20,907 |
|
209 |
|
209 |
|
|
|
|
|
|
|
|
|
|
14 |
Share premium |
2023 |
|
2022 |
£ |
£ |
|
|
At 1 July |
737,935 |
|
737,935 |
|
|
At 30 June |
737,935 |
|
737,935 |
|
|
|
|
|
|
|
|
|
|
15 |
Other reserves |
2023 |
|
2022 |
|
Employee share option reserve |
£ |
£ |
|
|
Charged in year |
46,924 |
|
- |
|
|
At 30 June |
46,924 |
|
- |
|
|
|
|
|
|
|
|
|
|
16 |
Profit and loss account |
2023 |
|
2022 |
£ |
£ |
|
|
At 1 July |
(42,504) |
|
(82,874) |
|
Profit for the financial year |
72,535 |
|
40,370 |
|
|
At 30 June |
30,031 |
|
(42,504) |
|
|
|
|
|
|
|
|
|
|
17 |
Contingent liabilities |
|
|
There are no (2022: £nil) contingent liabilities or commitments at the year end and up to the date of the signing of the directors' report. |
|
|
18 |
Controlling party |
|
|
In the opinion of the directors of Green Angel Ventures Limited, there was neither an immediate controlling party nor an ultimate controlling party during the accounting period. |
|
|
19 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
20 |
Legal form of entity and country of incorporation |
|
|
Green Angel Ventures Ltd is a private company limited by shares and incorporated in England. |
|
|
21 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
42 Charlwood Road |
|
London |
|
SW15 1PW |
|
|
|
22 |
Share-based payment transactions |
|
|
The Company operates an equity-settled share-based compensation plan established under the Enterprise Management Initiative ("EMI"), for certain employees under which the entity receives services from employees as consideration for equity options instruments (share options) of the Company. The value of the employees services received in exchange for the grant of options is expensed on the liability basis each year, based on the Company's estimate of shares that will eventually vest and the value of the share price as at year-end. The total amount to be expensed over the vesting period is determined by reference to the Intrinsic value of the options granted, excluding the impact of any non-market vesting conditions. The value of awards granted under EMI is measured using the intrinsic value. Non-marketing vesting conditions are included in assumptions about the number of options that are expected to vest. At each Statement of Financial Position date, the entity revises its estimates of the number of options that are expected to vest, with any changes in estimations recognised in the income statement, with a corresponding adjustment in equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. As a result of the small company exemptions under FRS102 being no longer applicable in 2023, we do not believe therefore that the comparative for 2022 figures are required. Movements in the number of outstanding conditional awards of shares currently exercisable are as follows: |
|
|
|
|
Average exercise price per share |
|
Number of options |
|
|
|
|
£ |
|
At 1 July |
50.35 |
|
4,720 |
|
Granted during the year |
1,000 |
|
Exercised during the year |
- |
|
Forfeited during the year |
(80) |
|
|
At 30 June |
62.94 |
|
5,640 |
|
|
|
|
|
|
|
|
Vested and exercisable |
4,880 |
|
|
|
|
|
|
|
|
No options expired during the periods covered by the above table. |
|
|
Share options outstanding at the end of the year have the following expiry dates and exercise prices: |
|
|
Grant date |
Expiry date |
Exercise price per share |
|
Number of options |
|
|
|
|
|
|
£ |
|
6 April 2020 |
6 April 2030 |
35.56 |
|
3,840 |
|
1 December 2020 |
1 December 2030 |
121.36 |
|
800 |
|
31 May 2023 |
31 May 2033 |
121.36 |
|
1,000 |
|
|
|
|
|
|
|
|
|
5,640 |
|
|
|
|
|
|
|
|
|
|
Weighted average remaining contractual life of options |
|
outstanding at end of period |
7.42 years |
|
|
|
|
|
|
|
|
|
|
Intrinsic value of options granted |
|
The assessed intrinsic value at the year end of the total options granted up to and during the year ended 30 June 2023 was £16.64 per option. The intrinsic value at the period closing date uses the most recent estimated actual market value of the underlying share of £60.00 less the exercise price of the call with the minimum intrinsic value being £ Nil. |
|
|
|
|
Vesting period of options granted |
|
Options granted to employees are immediately vested 40% upon issuance, with each option vesting a further 20% on each annual anniversary of issuance. This applies to all options currently granted to employees. |
|
|
Expenses arising from share-based payment transactions |
|
Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: |
|
|
|
|
|
|
|
2023 |
£ |
|
Options issued under employee option plan |
46,924 |