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REGISTERED NUMBER: 09497775 (England and Wales)














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 - 300,000
Tangible assets 5 - -
Investments 6 1,648,247 200
1,648,247 300,200

CURRENT ASSETS
Debtors 7 3,783,502 2,599,876
Cash at bank 273,107 72,751
4,056,609 2,672,627
CREDITORS
Amounts falling due within one year 8 605,193 44,139
NET CURRENT ASSETS 3,451,416 2,628,488
TOTAL ASSETS LESS CURRENT LIABILITIES 5,099,663 2,928,688

CREDITORS
Amounts falling due after more than one
year

9

(4,078,466

)

(1,931,698

)

PROVISIONS FOR LIABILITIES 11 (15,151 ) (37,221 )
NET ASSETS 1,006,046 959,769

CAPITAL AND RESERVES
Called up share capital 2,433 1,973
Share premium 720,341 580,435
Retained earnings 283,272 377,361
SHAREHOLDERS' FUNDS 1,006,046 959,769

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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 7 November 2023 and were signed on its behalf by:





Mr I R Flanagan - Director


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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 09497775

Registered office: Spring Court
Spring Road
Hale
Cheshire
WA14 2UQ

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 20% on cost
Computer & office equipment - 25% on cost

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 5 (2022 - 5 ) .

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 300,000
Disposals (300,000 )
At 31 March 2023 -
NET BOOK VALUE
At 31 March 2023 -
At 31 March 2022 300,000

5. TANGIBLE FIXED ASSETS
Fixtures Computer
and & office
fittings equipment Totals
£    £    £   
COST
At 1 April 2022
and 31 March 2023 1,927 6,563 8,490
DEPRECIATION
At 1 April 2022
and 31 March 2023 1,927 6,563 8,490
NET BOOK VALUE
At 31 March 2023 - - -
At 31 March 2022 - - -

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2022 200
Additions 1,648,047
At 31 March 2023 1,648,247
NET BOOK VALUE
At 31 March 2023 1,648,247
At 31 March 2022 200

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 3,758,637 2,599,751
Other debtors 24,865 125
3,783,502 2,599,876

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 23,663 7,055
Other creditors 581,530 37,084
605,193 44,139

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Other creditors 4,078,466 1,931,698

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 37,221
Credit to Profit and Loss Account during year (22,070 )
Balance at 31 March 2023 15,151

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.

Jeremy Bostock BA BFP FCA (Senior Statutory Auditor)
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.