Company registration number SC306908 (Scotland)
NILE HQ LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
PAGES FOR FILING WITH REGISTRAR
NILE HQ LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
NILE HQ LTD
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
1,180
3,015
Tangible assets
4
103,011
46,843
Investments
5
726,288
35,005
830,479
84,863
Current assets
Debtors
6
1,055,323
905,587
Cash at bank and in hand
1,176,535
2,138,258
2,231,858
3,043,845
Creditors: amounts falling due within one year
7
(819,235)
(1,494,158)
Net current assets
1,412,623
1,549,687
Total assets less current liabilities
2,243,102
1,634,550
Provisions for liabilities
(20,599)
(7,024)
Net assets
2,222,503
1,627,526
Capital and reserves
Called up share capital
8
347
329
Share premium account
43,654
37,641
Merger relief reserve
349,987
Profit and loss reserves
1,828,515
1,589,556
Total equity
2,222,503
1,627,526
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 March 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
NILE HQ LTD
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2023
31 March 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 18 October 2023 and are signed on its behalf by:
Mr D W Lee
Director
Company Registration No. SC306908
NILE HQ LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -
Share capital
Share premium account
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2021
324
31,605
803,556
835,485
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
-
-
1,258,733
1,258,733
Issue of share capital
8
5
6,036
-
-
6,041
Dividends
-
-
-
(472,733)
(472,733)
Balance at 31 March 2022
329
37,641
1,589,556
1,627,526
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
-
844,937
844,937
Issue of share capital
8
18
6,013
349,987
-
356,018
Dividends
-
-
-
(605,978)
(605,978)
Balance at 31 March 2023
347
43,654
349,987
1,828,515
2,222,503
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -
1
Accounting policies
Company information
Nile HQ Ltd is a private company limited by shares incorporated in Scotland. The registered office is 13-15 Circus Lane, Edinburgh, United Kingdom, EH3 6SU.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The company has reported a profit for the year and it has predicted a profit in the year ahead.
The directors have considered a period of at least twelve months from the date of which these financial statements have been signed and having assessed all relevant information available to them, including the current inflationary impact on costs, believe it appropriate to prepare the financial statements on a going concern basis.
1.3
Turnover
Turnover represents design consultancy and other fees receivable and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Intangible fixed assets other than goodwill
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
Straight line over 3 years
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 5 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% straight line
Plant and equipment
33% straight line
Fixtures and fittings
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in unlisted fixed asset investments are initially measured at cost. After initial recognition unlisted fixed asset investments are measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
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.
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 7 -
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
28
22
3
Intangible fixed assets
Other
£
Cost
At 1 April 2022 and 31 March 2023
17,633
Amortisation and impairment
At 1 April 2022
14,618
Amortisation charged for the year
1,835
At 31 March 2023
16,453
Carrying amount
At 31 March 2023
1,180
At 31 March 2022
3,015
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2022
36,946
170,163
207,109
Additions
40,437
42,251
82,688
At 31 March 2023
77,383
212,414
289,797
Depreciation and impairment
At 1 April 2022
28,880
131,386
160,266
Depreciation charged in the year
3,962
22,558
26,520
At 31 March 2023
32,842
153,944
186,786
Carrying amount
At 31 March 2023
44,541
58,470
103,011
At 31 March 2022
8,066
38,777
46,843
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 9 -
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
641,283
Unlisted investments
85,005
35,005
726,288
35,005
Movements in fixed asset investments
Shares in group undertakings
Unlisted investments
Total
£
£
£
Cost or valuation
At 1 April 2022
-
35,005
35,005
Additions
641,283
50,000
691,283
At 31 March 2023
641,283
85,005
726,288
Carrying amount
At 31 March 2023
641,283
85,005
726,288
At 31 March 2022
-
35,005
35,005
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
920,808
878,050
Amounts owed by group undertakings
66,593
Other debtors
67,922
27,537
1,055,323
905,587
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
233,730
308,389
Corporation tax
187,204
295,042
Other taxation and social security
200,225
131,348
Other creditors
198,076
759,379
819,235
1,494,158
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary of 0.1p each
300,000
300,000
300
300
B ordinary of 0.1p each
33,607
28,978
34
29
C ordinary of 0.1p each
12,664
-
13
-
346,271
328,978
347
329
On 13 January 2023 4,629 B ordinary shares of 0.1p each were issued for a total consideration of £6,018. On 23 January 2023 12,664 C ordinary shares of 0.1p each were issued in consideration for the acquisition of the entire issued share capital of DIG Inclusion Limited plus a cash consideration of £350,000.
All classes of share rank equal and pari passu in respect of voting, dividends and rights to participate in a distribution. Different dividends may be declared on different classes of shares.
NILE HQ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
9
Share-based payment transactions
Certain employees have been granted options over the shares in the company. The options are granted with a fixed exercise price and are exercisable up to 10 years from the date on which they are granted.
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 April 2022
31,887
36,534
1.30
1.30
Exercised
(4,629)
(4,647)
1.30
1.30
Outstanding at 31 March 2023
27,258
31,887
1.30
1.30
Exercisable at 31 March 2023
The options outstanding at 31 March 2023 had an exercise price of £1.30, and a remaining contractual life of between 4 and 9 years.
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
51,520
29,988
2023-03-312022-04-01false18 October 2023CCH SoftwareCCH Accounts Production 2023.300No description of principal activityMs S A RonaldMr D W LeefalseSC3069082022-04-012023-03-31SC3069082023-03-31SC3069082022-03-31SC306908core:IntangibleAssetsOtherThanGoodwill2023-03-31SC306908core:IntangibleAssetsOtherThanGoodwill2022-03-31SC306908core:LandBuildings2023-03-31SC306908core:OtherPropertyPlantEquipment2023-03-31SC306908core:LandBuildings2022-03-31SC306908core:OtherPropertyPlantEquipment2022-03-31SC306908core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-31SC306908core:CurrentFinancialInstrumentscore:WithinOneYear2022-03-31SC306908core:CurrentFinancialInstruments2023-03-31SC306908core:CurrentFinancialInstruments2022-03-31SC306908core:ShareCapital2023-03-31SC306908core:ShareCapital2022-03-31SC306908core:SharePremium2023-03-31SC306908core:SharePremium2022-03-31SC306908core:OtherMiscellaneousReserve2023-03-31SC306908core:OtherMiscellaneousReserve2022-03-31SC306908core:RetainedEarningsAccumulatedLosses2023-03-31SC306908core:RetainedEarningsAccumulatedLosses2022-03-31SC306908core:ShareCapital2021-03-31SC306908core:SharePremium2021-03-31SC306908core:OtherMiscellaneousReserve2021-03-31SC306908core:RetainedEarningsAccumulatedLosses2021-03-31SC3069082021-03-31SC306908core:ShareCapitalOrdinaryShares2023-03-31SC306908core:ShareCapitalOrdinaryShares2022-03-31SC306908bus:Director22022-04-012023-03-31SC306908core:RetainedEarningsAccumulatedLosses2021-04-012022-03-31SC3069082021-04-012022-03-31SC306908core:RetainedEarningsAccumulatedLosses2022-04-012023-03-31SC306908core:ShareCapital2021-04-012022-03-31SC306908core:SharePremium2021-04-012022-03-31SC306908core:ShareCapital2022-04-012023-03-31SC306908core:SharePremium2022-04-012023-03-31SC306908core:IntangibleAssetsOtherThanGoodwill2022-04-012023-03-31SC306908core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-04-012023-03-31SC306908core:LeaseholdImprovements2022-04-012023-03-31SC306908core:PlantMachinery2022-04-012023-03-31SC306908core:FurnitureFittings2022-04-012023-03-31SC306908core:IntangibleAssetsOtherThanGoodwill2022-03-31SC306908core:LandBuildings2022-03-31SC306908core:OtherPropertyPlantEquipment2022-03-31SC3069082022-03-31SC306908core:LandBuildings2022-04-012023-03-31SC306908core:OtherPropertyPlantEquipment2022-04-012023-03-31SC306908core:Non-currentFinancialInstruments2023-03-31SC306908core:Non-currentFinancialInstruments2022-03-31SC306908core:WithinOneYear2023-03-31SC306908core:WithinOneYear2022-03-31SC306908bus:PrivateLimitedCompanyLtd2022-04-012023-03-31SC306908bus:SmallCompaniesRegimeForAccounts2022-04-012023-03-31SC306908bus:FRS1022022-04-012023-03-31SC306908bus:AuditExemptWithAccountantsReport2022-04-012023-03-31SC306908bus:Director12022-04-012023-03-31SC306908bus:FullAccounts2022-04-012023-03-31xbrli:purexbrli:sharesiso4217:GBP