Registered number: 11678365
CRONDALL ENERGY LTD
UNAUDITED
DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2022
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CRONDALL ENERGY LTD
REGISTERED NUMBER: 11678365
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent company
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Non-controlling interests
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CRONDALL ENERGY LTD
REGISTERED NUMBER: 11678365
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2022
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 25 form part of these financial statements.
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CRONDALL ENERGY LTD
REGISTERED NUMBER: 11678365
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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CRONDALL ENERGY LTD
REGISTERED NUMBER: 11678365
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2022
The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 25 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
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Equity attributable to owners of parent company
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Non-controlling interests
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Currency translation differences
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Conversion of associate to subsidiary
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Total comprehensive income for the year
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Shares issued during the year
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The notes on pages 10 to 25 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
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Equity attributable to owners of parent company
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Non-controlling interests
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Currency translation differences
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Total comprehensive income for the year
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The notes on pages 10 to 25 form part of these financial statements.
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CRONDALL ENERGY LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
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Total comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 10 to 25 form part of these financial statements.
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CRONDALL ENERGY LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2022
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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(Increase)/decrease in debtors
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Share of operating profit in associates
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Foreign exchange movement
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Purchase of subsidiary (net of cash acquired)
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Shares treated as debt - redeemed
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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CRONDALL ENERGY LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
Cash and cash equivalents at the end of year comprise:
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The notes on pages 10 to 25 form part of these financial statements.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
Crondall Energy Ltd is a private company limited by shares. It is incorporated in England and its registered office address is Wey Court West, Union Road, Farnham, Surrey, GU9 7PT. Its registered number is 11678365.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Revenue for training courses is recognised on the training course date.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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Operating leases: the Group as lessor
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Rental income from operating leases is credited to profit or loss on a straight line basis over the lease term.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a seperate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive income when they fall due. Amounts unpaid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held seperately from the group in independently adminstered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Consolidated Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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over the life of the lease
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20%, 33% and 50% straight line
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20% and 33% straight line
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment in the company accounts.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the group's share of the post-tax results. In the consolidated statement of financial position, the interests in associated undertakings are shown as the group's share of the identifiable net assets.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
2.Accounting policies (continued)
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Holiday pay and time in lieu accrual
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A liability is recognised to the extent of any unused holiday pay entitlement and accumulated time in lieu which is accrued at the Statement of Financial Position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future entitlement so accrued at the Statement of Financial Position date.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
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The average monthly number of group employees during the year was 20 (2021 - 19).
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Charge for the year on owned assets
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Charge for the year on owned assets
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Investments in associates
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On acquisition of subsidiaries
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Investments in subsidiary companies
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On 18 February 2022, the company acquired the remaining 80% of Crondall Energy Subsea Ltd that was not already indirectly held and therefore, the consolidated financial statements include the Crondall Energy Subsea Ltd results from this date.
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the company:
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Crondall Energy Consultants Ltd
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Crondall Energy Subsea Ltd
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the company:
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Crondall Energy Consultants PTE Ltd, including a permanent establishment in Indonesia
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Crondall Energy Consultants Inc
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Crondall Energy Consultants AS
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Buoyant Production Technologies Limited
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Crondall Energy Subsea Ltd
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Interest in associates
In the year ended 31 March 2021, the company indirectly held a 20% interest in Crondall Energy Subsea Ltd. During the year ended 31 March 2022, 80% of Crondall Energy Subsea Ltd is directly held and 20% is indirectly held.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
7.Debtors (continued)
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Amounts owed by joint ventures and associated undertakings
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Prepayments and accrued income
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to associates
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Other taxation and social security
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Accruals and deferred income
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Share capital treated as debt
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The following liabilities were secured:
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Details of security provided:
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The other loans at 31 March 2022 are secured by fixed and floating charges over the property or undertakings of the group companies.
The other loans at 31 March 2021 were secured by a fixed and floating charge over the property or undertakings of the company.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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Disclosure of the terms and conditions attached to the non-equity shares is made in note 17.
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The following liabilities were secured:
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Details of security provided:
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The other loans at 31 March 2022 are secured by fixed and floating charges over the property or undertakings of the group companies.
The other loans at 31 March 2021 were secured by a fixed and floating charge over the property or undertakings of the company.
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Charged to profit or loss
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Arising on business combinations
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
10.Deferred taxation (continued)
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Short term timing differences
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Charged to profit or loss
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Arising on business combinations
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Shares classified as equity
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Allotted, called up and fully paid
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99,088 (2021 - 87,000) A Ordinary shares of £0.001 each
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13,000 (2021 - 13,000) B Ordinary shares of £0.001 each
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Shares classified as debt
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Allotted, called up and fully paid
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60,000 (2021 - 90,000) Redeemable preference shares of £1.000 each
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On 18 February 2022 the company issued 12,088 A Ordinary shares of £0.001 each as part of the consideration for the purchase of 80% of Crondall Energy Subsea Ltd.
The A Ordinary shares and B Ordinary shares carry equal voting rights and rank pari passu, after the redeemable preference shares, on the return of capital on winding up..
On 7 December 2018 the company issued 150,000 redeemable preference shares of £1 each at par. 30,000 shares are redeemable at par on each anniversary, unless otherwise agreed with the holder, until the final redemption on 7 December 2023.
The redeemable preference shares carry no voting rights and have priority over the Ordinary shares on winding up.
Share premium account
The share premium account represents the amount paid in excess of the nominal value for equity share capital.
Merger relief reserve
The merger relief reserve represents the fair value in excess of the nominal value for equity share capital issued on the acquisition of Crondall Energy Consultants Ltd.
Profit and loss account
The profit and loss account represents cumulative profits and losses net of other adjustments.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
In December 2015 Crondall Energy Consultants Ltd issued Enterprise Management Investment share option contracts (EMI3) to certain employees. Each option under EMI3 gives the right, subject to certain terms and conditions, to subscribe for a maximum number of ‘C’ ordinary shares of £0.001 each at £3.16 per share. A portion of the shares vested on the date of grant, and the remainder of the shares vest annually over the next 5 years, up to the financial year ending 31 March 2020. The options over the vested shares are eligible for exercise after the occurrence of certain events and may not be exercised after 30 November 2022.
In December 2017 Crondall Energy Consultants Ltd issued Enterprise Management Investment share option contracts (EMI4) to certain employees. Each option under EMI4 gives the right, subject to certain terms and conditions, to subscribe for a maximum number of ‘C’ ordinary shares of £0.001 each at £1.13 per share. A portion of the shares vested on the date of grant, and the remainder of the shares vest annually over the next 3 years, up to the financial year ending 31 March 2020. The options over the vested shares are eligible for exercise after the occurrence of certain events and may not be exercised after 30 November 2022.
During the year ended 31 March 2019, the Enterprise Management Investment share option contracts (EMI3 and EMI4) were rolled over to Enterprise Management Investment share option contracts (CEC3 at £1.65 each and CEC4 at £0.59 each) in Crondall Energy Ltd.
In September 2019 the company issued Enterprise Management Investment share options contracts (CE1) to certain employees. Each option under CE1 gives the right, subject to certain terms and conditions, to subscribe for a maximum number of 'D' ordinary shares of £0.001 each at £2.00 per share. A portion of the shares vested on the date of grant, and the remainder of the shares vest annually over the next 2 years, up to the financial year ended 31 March 2022. the options over the vested shares are eligible for exercise after the occurrence of certain events and may not be exercised after 30 November 2022.
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Details of the number of shares on options outstanding during the period for the group are as follows:
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Number of shares on options (CEC3)
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Number of shares on options (CEC4)
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Number of shares on options (CE1)
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Outstanding at the beginning of the year
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Forfeited during the year
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Exercised during the year
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Cancelled during the year
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Outstanding at the end of the year
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Exercisable at the end of the year
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The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £156,091 (2021 - £118,107). Contributions totalling £16,433 (2021- £nil) were payable to the fund at the reporting date.
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CRONDALL ENERGY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
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Commitments under operating leases
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At 31 March 2022 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The company had no commitments under non-cancellable operating leases as at the reporting date.
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