REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 March 2023 |
for |
Voly Group Ltd |
REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 March 2023 |
for |
Voly Group Ltd |
Voly Group Ltd (Registered number: 09497775) |
Contents of the Financial Statements |
for the Year Ended 31 March 2023 |
Page |
Balance Sheet | 1 |
Notes to the Financial Statements | 2 |
Voly Group Ltd (Registered number: 09497775) |
Balance Sheet |
31 March 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 11 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Retained earnings |
SHAREHOLDERS' FUNDS |
In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Voly Group Ltd (Registered number: 09497775) |
Notes to the Financial Statements |
for the Year Ended 31 March 2023 |
1. | STATUTORY INFORMATION |
Voly Group Ltd is a |
Registered number: |
Registered office: |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Intangible assets |
Intangible assets consists of Intellectual property which is measured at cost and is not being amortised. |
Tangible fixed assets |
Fixtures and fittings | - |
Computer & office equipment | - |
Voly Group Ltd (Registered number: 09497775) |
Notes to the Financial Statements - continued |
for the Year Ended 31 March 2023 |
2. | ACCOUNTING POLICIES - continued |
Investments in subsidiaries |
Investments in subsidiaries are stated at cost less impairment under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. |
On 20th February 2023, the company acquired 85% of the issued share capital of Pinpoint Works Limited. The purchase price consisted of the following components: |
Completion payment | £399,998 |
First deferred payment | £299,998 |
Second deferred payment | £149,999 |
Earn out payments (Years 1 to 3) | £750,000 |
Attributable costs | £48,252 |
Total | £1,648,247 |
The earn out element of the purchase price has been included at fair value on the date of acquisition and then will be re-measured at the end of each financial year until all the periodic payments are made. Any annual changes in the fair value of the earn outs are recorded as a gain or loss in the company profit or loss accounting the financial year in which they arise. The estimated fair value of the earn out payments reflects the present value of the future payments and the probability of these payments being paid out based on factors within the acquisition agreement. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
Voly Group Ltd (Registered number: 09497775) |
Notes to the Financial Statements - continued |
for the Year Ended 31 March 2023 |
4. | INTANGIBLE FIXED ASSETS |
Intellectual |
property |
£ |
COST |
At 1 April 2022 |
Disposals | ( |
) |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
5. | TANGIBLE FIXED ASSETS |
Fixtures | Computer |
and | & office |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 April 2022 |
and 31 March 2023 |
DEPRECIATION |
At 1 April 2022 |
and 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2022 |
Additions |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
Voly Group Ltd (Registered number: 09497775) |
Notes to the Financial Statements - continued |
for the Year Ended 31 March 2023 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Other creditors |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Other creditors |
10. | FINANCIAL INSTRUMENTS |
During the financial year, company issued following convertible loan notes included in other creditors; |
- On 27th May 2022, company issued £850K unsecured fixed rate loan notes under the agreement that each noteholder shall have the right to serve a conversion notice on the company at any time to convert all the notes outstanding into fully paid shares of the class set out in their individual certificate at a price of £4,250 per share. The redemption date for the unsecured loan notes is 31May 2032. |
- On 21st February 2023, company issued £1.5m unsecured fixed rate loan notes under the agreement that each noteholder shall have the right to serve a conversion notice on the company at any time to convert all the notes outstanding into fully paid shares of the class set out in their individual certificate at a price of £4.50 per share. The redemption date for the unsecured loan notes is 28 february 2033. |
. |
11. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Deferred tax | 15,151 | 37,221 |
Deferred |
tax |
£ |
Balance at 1 April 2022 |
Credit to Profit and Loss Account during year | ( |
) |
Balance at 31 March 2023 |
Voly Group Ltd (Registered number: 09497775) |
Notes to the Financial Statements - continued |
for the Year Ended 31 March 2023 |
12. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of Thompson Wright Limited |
13. | RELATED PARTY DISCLOSURES |
2023 | 2022 |
£ | £ |
Amounts due from related parties at the balance sheet date: | 3,758,637 | 2,599,751 |
Above balances are shown in note 9 under amounts owed by group |
undertakings. |
Management charges received from related parties during the year: | 250,000 | 250,000 |
14. | PRIOR YEAR UNAUDITED |
In the previous accounting period, the directors of the company took advantage of audit exemption under s477 of the Companies Act. Therefore the prior period financial statements were not subject to audit. |
15. | GOING CONCERN |
The financial statements have been prepared on a going concern basis. The company incurred a net loss of £94,089 during the year ended 31 March 2023. The directors have prepared forecasts for the next two years and these forecasts demonstrate that the company will be a going concern for that period given the continued support of the shareholders, the expectation to make profits in the year to 31 March 2025, the positive cash generation and cash balances held by the company during that period. The directors are confident that they have access to additional funding from the ultimate shareholders. The directors are satisfied that the shareholders are prepared to continue to support the development of the company for the next twelve month period from when these financial statements are approved |
16. | ULTIMATE CONTROLLING PARTY |
During the year the company was controlled by Voly Holdco Limited, registered no: 68747, a company formed in Guernsey by virtue of its majority shareholding 50.04%. |
The ultimate controlling parties are the shareholders of the company. |