Company No:
Contents
DIRECTORS | Mr C A Proctor |
Mr M W Tincknell |
SECRETARY | Mrs K R Blake |
REGISTERED OFFICE | 1 Tiger Moth Road |
Skypark | |
Exeter | |
EX5 2FW | |
England | |
United Kingdom |
COMPANY NUMBER | 09572498 (England and Wales) |
CHARTERED ACCOUNTANTS | Francis Clark LLP |
Blackbrook Gate 1 | |
Blackbrook Business Park | |
Taunton | |
Somerset TA1 2PX |
Note | 2023 | 2022 | ||
£ | £ | |||
Fixed assets | ||||
Investments | 4 |
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3,395,583 | 3,395,583 | |||
Creditors: amounts falling due within one year | 5 | (
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(
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Net current liabilities | (793) | (793) | ||
Total assets less current liabilities | 3,394,790 | 3,394,790 | ||
Net assets |
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Capital and reserves | ||||
Called-up share capital | 6 |
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Share premium account |
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Capital redemption reserve |
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Profit and loss account |
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Total shareholders' funds |
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Directors' responsibilities:
The financial statements of Oneserve Group Limited (registered number:
Mr C A Proctor
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Oneserve Group Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 1 Tiger Moth Road, Skypark, Exeter, EX5 2FW, England, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
Group accounts exemption s399
The Company has taken advantage of the exemption in section 399 of the Companies Act 2006 not to prepare consolidated accounts, because the group it heads qualifies as small. The financial statements present information about the Company as an individual entity only.
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of an option pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Fixed asset investments are stated at historical cost less provision for any diminution in value.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets receivable within one year, such as trade debtors and bank balances, are measured at transaction price less any impairment.
Basic financial assets receivable within more than one year are measured at amortised cost less any impairment.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from those 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 if the revision affects only that period, or in the period of revision and future periods in the revision affects both current and future periods.
The key estimates that have a significant effect on the amounts recognised in the financial statements are as follows:
In respect of share based payments the fair value of share options is calculated with reference to an option pricing model.
In respect of the carrying value of the company’s investment in its subsidiary, in the opinion of the directors, based upon the information available to them, the investment is not impaired at the balance sheet date. The carrying amount is £3,395,583 (2022 - £3,395,583).
2023 | 2022 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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Investments in subsidiaries
2023 | |
£ | |
Cost | |
At 01 April 2022 |
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At 31 March 2023 |
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Carrying value at 31 March 2023 |
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Carrying value at 31 March 2022 |
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2023 | 2022 | ||
£ | £ | ||
Amounts owed to Group undertakings |
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2023 | 2022 | ||
£ | £ | ||
Allotted, called-up and fully-paid | |||
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75,146.63 | 75,146.63 | ||
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339,945.23 | 339,945.23 |
The company has a share option scheme in which certain group employees participate - the Enterprise Management Incentive Share Option Scheme (“EMI Scheme”) taken on in June 2017 on the acquisition of its subsidiary Oneserve Limited. Under the EMI Scheme, the company has granted EMI options over ‘employee’ shares in the company. For each group employee within the scheme, a proportion of the options granted to them vests and is exercisable immediately on grant with the remainder vesting when certain company performance targets are met.
In the event of an acquisition, or other takeover event, the options are capable of exercise, but only then to the extent that options shares have vested up until that date. The directors have granted options to employees over 'employee’ ordinary share capital with exercise prices ranging from £0.000197 to £0.0197 per share, and an expiry date ranging between 10 June 2023 and 16 December 2026. As at 31 March 2023, the number of un-exercised options remaining was 17,968,300 (2022 - 17,968,300).
The directors have assessed the fair value of the share options at 31 March 2023 in accordance with the requirements of FRS102 and the underlying terms of the options. The fair value of the options included in the balance sheet is £Nil (2022 - £Nil).
The total expense recognised in the profit and loss account for the year was £Nil (2022 - £Nil).