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Company registration number: 10222179







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2023


CHAR.GY LIMITED






































img672b.png                        

 


CHAR.GY LIMITED
 


 
COMPANY INFORMATION


Directors
C McDowell 
G Ridd 
G Watson 
O Brighton 
G Lipczynski 
J Lewis 




Registered number
10222179



Registered office
55 King William Street

London

EC4R 9AD




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


CHAR.GY LIMITED
 



CONTENTS



Page
Statement of Financial Position
1 - 2
Statement of Changes in Equity
3
Notes to the Financial Statements
4 - 14


 


CHAR.GY LIMITED
REGISTERED NUMBER:10222179



STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 6 
1,257,284
902,204

Tangible assets
 7 
2,329,968
187,911

Investments
 8 
1
1

  
3,587,253
1,090,116

Current assets
  

Stocks
  
3,425,259
704,410

Debtors: amounts falling due within one year
 9 
1,525,723
1,382,584

Cash at bank and in hand
  
5,956,840
106,281

  
10,907,822
2,193,275

Creditors: amounts falling due within one year
 10 
(1,756,466)
(908,954)

Net current assets
  
 
 
9,151,356
 
 
1,284,321

Total assets less current liabilities
  
12,738,609
2,374,437

  

Net assets
  
12,738,609
2,374,437


Capital and reserves
  

Called up share capital 
 11 
805
330

Share premium account
 12 
24,437,080
6,437,599

Capital contribution reserve
 12 
-
87,730

Profit and loss account
 12 
(11,699,276)
(4,151,222)

  
12,738,609
2,374,437


Page 1

 


CHAR.GY LIMITED
REGISTERED NUMBER:10222179


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2023

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 income statement 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: 




................................................
O Brighton
Director

Date: 25 October 2023

The notes on pages 4 to 14 form part of these financial statements.

Page 2

 


CHAR.GY LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2021 (as restated)
199
1,437,764
87,730
(1,703,464)
(177,771)


Comprehensive income for the year

Loss for the year (as restated - see note 13)
-
-
-
(2,447,758)
(2,447,758)

Shares issued during the year
131
4,999,835
-
-
4,999,966



At 1 April 2022 (as restated)
330
6,437,599
87,730
(4,151,222)
2,374,437


Comprehensive income for the year

Loss for the year
-
-
-
(7,548,054)
(7,548,054)

Shares issued during the year
475
17,999,481
-
-
17,999,956

Share options cancelled
-
-
(87,730)
-
(87,730)


At 31 March 2023
805
24,437,080
-
(11,699,276)
12,738,609


The notes on pages 4 to 14 form part of these financial statements.

Page 3

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Char.gy Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

The company made a loss after tax of £7,548,054 (2022: £2,447,758) during the year ended 31 March 2023 and at that date had net assets of £12,738,609 (2022: £2,374,437). 
The Directors have assessed future cash flows of the company at the date of approving the financial statements. The Company relies on financial support from investors and related parties to execute strategic growth and to meet its day-to-day working capital requirements.
On 9 May 2023, the Company received an additional capital injection of £9,999,933 from ZCIIF Hold Co 3 Limited. This cash injected will enable the Company to continue to trade in operational existence for the foreseeable future. The investors and related parties have also confirmed their ability and willingness to support the Company for the next 12 months from the date of signing these financial statements.
The Directors, therefore, have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing the financial statements. 

 
2.4

Foreign currency translation

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.

Page 4

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue shown in the Income Statement represents amounts receivable for products and services sold during the year in the normal course of business, net of trade discounts, VAT and other sales and related taxes.
 
Revenue is generated from the supply and installation of electric car charging points and charging customers for the use of electric car charge points on either a Pay As You Go basis (PAYG) or via a subscription plan.
 
Revenue from the supply and installation of electric car charging points is recognised at the point the charging point has been installed. PAYG revenue and subscriptions plans are recognised over the period in which the service provided relates.

 
2.6

Operating leases

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.

 
2.7

Research and development

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.
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.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Income Statement in the same period as the related expenditure.

 
2.9

Finance costs

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. 

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 5

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.11

Share-based payments

Where equity instruments are granted to persons / entities other than employees, the profit or loss is charged with the fair value of goods and services received over the vesting period. 
Where there is no vesting period and the options granted vest immediately, the counterparty is not required to complete a specific period of service before becoming unconditionally entitled to those share-based payments. In such circumstances the services received are recognised in full. 
Where any payment is made to the counterparty on cancellation or settlement is accounted for as a repurchase of an equity interest (i.e. as a deduction from equity), expect to the extent that the payment exceeds the fair value of the equity instrument granted, then any excess would be recognised as an expense.

 
2.12

Taxation

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 operates and generates income.

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

 Amortisation is provided on the following bases:

Patents
-
20%
using the straight-line method
Development platform
-
10%
using the straight-line method
MKIII
-
To be amortised upon completion
Site selection tool
-
To be amortised upon completion
MKIV
-
To be amortised upon completion

 
2.15

Tangible fixed assets

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.

Page 6

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

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:

Assets under construction
-
To be depreciated upon installation
Plant and machinery
-
33%
using the straight-line method
Motor vehicles
-
33%
using the straight-line method
Fixtures and fittings
-
20%
using the straight-line method
Charging points
-
10%
using the straight-line method

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.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 7

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.18

Financial instruments

The Company 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements require management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
The directors consider the following to be critical judgments, estimates and assumptions used in the preparation of these financial statements:
Useful life of the Development platform
Management have estimated that the Development platform has a useful life of 10 years on the basis that the future profits occurring as result of the platform will match amortisation over that period. This will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and then physical condition of the asset.
Useful life of the Charging points
Management have estimated that the charging points have a useful life of 10 years based on the terms of the long term contracts held which will match amortisation over that period. This will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and then physical condition of the asset. 

4.


Employees

The average monthly number of employees, including the directors, during the year was as follows:


        2023
         
2022
            No.
            No.







Employees
50
16


5.


Exceptional items

2023
 
2022
£
£


Exceptional items
73,605
529,799

73,605
529,799

The expenses included within exceptional items relate to the transaction costs associated with the investment from ZCIIF Hold Co 3 Limited. These costs include external fees for financial advisory, legal and due diligence costs.
Page 8


CHAR.GY LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023



6.


Intangible assets





Patents
Development platform
MKIII
Site selection tool
MKIV
Total

£
£
£
£
£
£



Cost


At 1 April 2022
8,000
1,265,518
-
-
-
1,273,518


Additions
7,000
-
294,037
81,217
100,617
482,871



At 31 March 2023

15,000
1,265,518
294,037
81,217
100,617
1,756,389



Amortisation


At 1 April 2022
4,067
367,247
-
-
-
371,314


Charge for the year on owned assets
1,833
125,958
-
-
-
127,791



At 31 March 2023

5,900
493,205
-
-
-
499,105



Net book value



At 31 March 2023
9,100
772,313
294,037
81,217
100,617
1,257,284



At 31 March 2022
3,933
898,271
-
-
-
902,204



Page 9


CHAR.GY LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023



7.


Tangible fixed assets






Plant and machinery
Motor vehicles
Fixtures and fittings
Charging points
Assets under construction
Total

£
£
£
£
£
£



Cost or valuation


At 1 April 2022
305,842
7,295
8,525
-
-
321,662


Additions
288,445
71,374
41,561
1,867,736
44,891
2,314,007


Disposals
(2,963)
-
-
-
-
(2,963)



At 31 March 2023

591,324
78,669
50,086
1,867,736
44,891
2,632,706



Depreciation


At 1 April 2022
126,386
7,295
70
-
-
133,751


Charge for the year on owned assets
110,485
15,861
6,706
37,790
-
170,842


Disposals
(1,855)
-
-
-
-
(1,855)



At 31 March 2023

235,016
23,156
6,776
37,790
-
302,738



Net book value



At 31 March 2023
356,308
55,513
43,310
1,829,946
44,891
2,329,968



At 31 March 2022
179,456
-
8,455
-
-
187,911

Page 10

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
1



At 31 March 2023
1





9.


Debtors

As restated
2023
2022
£
£


Trade debtors
728,329
110,181

Other debtors
499,510
344,292

Prepayments and accrued income
170,915
752,477

Tax recoverable
126,969
175,634

1,525,723
1,382,584


The tax recoverable balance has been restated as a result of the prior period adjustment as explained in note 13.


10.


Creditors: Amounts falling due within one year

2023
 
2022
£
£

Trade creditors
371,906
539,743

Amounts owed to related parties
14,531
5,946

Other taxation and social security
128,388
67,941

Other creditors
27,721
11,225

Accruals and deferred income
1,213,920
284,099

1,756,466
908,954


Included in amounts owed to related parties is a balance of £14,531 (2022: £5,946) which is unsecured, interest free and repayable on demand.

Page 11

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

11.


Share capital

2023
 
2022
£
£
Allotted, called up and fully paid



62,996 (2022 - 16,838) Ordinary A shares of £0.01 each
630
168
17,520 (2022 - 16,201) Ordinary B shares of £0.01 each
175
162

805

330

Each Ordinary A share has full rights in the company with respect to voting, dividends and distributions. 
Each Ordinary B share has full rights in the company with respect to voting, dividends but not equal rights with respect to distributions. 

During the year, the Company received a capital injection of £17,499,883 and £500,072 from Zciif Hold Co 3 Limited and a director respectively in exchange for 46,158 A shares and 1,319 B shares for strategic growth purposes and for working capital requirements. Zciif Hold Co 3 Limited is the controlling party by virtue of its majority shareholding.


12.


Reserves

Share premium account

The share premium account represents premiums paid in excess of the company’s ordinary shares nominal value.

Capital contribution reserve

The capital contribution reserve represents amounts arising on the issue of share options to a third party company.

Profit and loss account

The profit and loss account represents retained earnings and accumulated losses attributable to the shareholders of the company.

Page 12

 


CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Prior period adjustment

Share options granted to a third party company had not been accounted for during the year ended 31 March 2020 which has given rise to a prior year adjustment.
The prior year adjustment has resulted in an increase of £87,730 to equity share based payment expense within administration expenses and increase in the capital contribution reserve. The overall result of the prior year adjustment is a increase of £87,730 to the loss for the year ended 31 March 2020 and increase of the profit and loss reserve account at that date. 
An adjustment has been made in respect to R&D tax recoverable to reflect it's true nature. Amounts receivable in respect of periods to 31 March 2021 totalling £125,126 have been included as at 1 April 2021 with the brought forward P&L deficit and net liabilities at that date being decreased by that amount. 
In addition, an amount of £74,618 was adjusted in relation to the year end 31 March 2022, decreasing the R&D tax recoverable for that year by that amount. Accordingly, tax recoverable of £50,508 is included as at 31 March 2022 with the P&L deficit decreased and net assets increased at that date by the same amount.
In addition to the above prior period adjustments, there has been a prior year restatement to reallocate costs from cost of sales to operating costs to present their true nature. This adjustment has not resulted in a change to the profit for the year or net assets as at 31 March 2022.


14.


Commitments under operating leases

At 31 March 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
 
2022
£
£


Not later than 1 year
116,529
106,905

Later than 1 year and not later than 5 years
107,474
190,775

224,003
297,680


15.


Related party transactions

The Company has taken advantage of the exemption in FRS 102 not to disclose transactions entered into between members of the Group where subsidiaries party to the transaction are wholly owned members of the Group. 
During the year, the Company were recharged fees of £190,967 (2022: £47,156) from Unboxed Consulting Limited, a related company. At the year end, Unboxed Consulting Limited were owed by the company a balance of £14,531 (2022: £5,946). 
At 31 March 2023, an amount of £529 (2022: Nil) was owed by the company to R Stobart. 

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CHAR.GY LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

16.


Post balance sheet events

On 9 May 2023, the Company received a capital injection of £9,999,933 from ZCIIF Hold Co 3 Limited for strategic growth purposes and for working capital requirements. 
On 23 August 2023, the Company entered a new head office lease for a 5-year term but with a 3-year break clause. The total commitment for the 3-year period is £929,272. 
On 24 August 2023, the Company issued 7,438 Ordinary D shares at a Nominal Value of 0.01 per share. Each Ordinary D share has no rights in the company with respect to voting, equal rights in respect to dividends but not equal rights with respect to distributions and are subject to certain growth conditions.


17.


Controlling party

 ZCIIF Hold Co 3 Limited is the controlling party by virtue of its majority shareholding.


18.


Auditors' information

The auditors' report on the financial statements for the year ended 31 March 2023 was qualified.

The qualification in the audit report was as follows:

The financial statements for the year ended 31 March 2021 were unaudited, meaning that we did not observe counting of physical inventories as at 31 March 2021. We were unable to satisfy ourselves by alternative means concerning the stock quantities of £392,335 held at 31 March 2021 by using other audit procedures. Consequently, we were unable to determine whether there was any consequential effect on cost of sales for the year ended 31 March 2022. Our audit opinion on the financial statements for the year ended 31 March 2022 was modified accordingly. Our opinion on the current period’s financial statements is also modified because of the possible effect of this matter on the comparability of the current period’s figures and the corresponding figures.

The audit report was signed on 25 October 2023 by Paul Laxton FCCA (Senior Statutory Auditor) on behalf of Menzies LLP.

 
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