Registered number:
FOR THE YEAR ENDED 30 APRIL 2023
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COMPANY INFORMATION
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CONTENTS
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023
The directors present their report and the consolidated financial statements for the year ended 30 April 2023.
The amounts for the 18 months period ended 30 April 2022 are unaudited.
The directors are responsible for preparing the Directors' Report and the consolidated consolidated financial statements in accordance with applicable law and regulations.
In preparing these consolidated financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £13,984,446 (2022 - restated loss £9,465,687).
No dividend was declared in the year ended 30 April 2023.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
The directors who served during the year were:
The principal risk arising from the Company’s and Group financial instruments are reviewed below.
Credit risk
Credit risk reflects the risk that the underlying borrows or other transaction parties will not meet their obligations as they fall due.
The Group seeks to manage these risks by employing a range of credit assessment checks on all applicants together with ongoing reviews and the assessment of credit performance of the loans.
Liquidity risk
Liquidity risk reflects the risk that the Company and Group may encounter difficulty in meeting its obligations associated with its financial liabilities. Management is committed to maintaining sufficient liquidity to meet operational needs and to fund its lending activities effectively.
To manage short-term liquidity, the Company and Group maintains a sufficient availability across cash reserves and availability in the group Funding Facility. The management continually monitors the liquidity position to ensure it remains in line with operational requirements. The repayment terms of the Group's Funding Facilities substantially mitigates the Company’s and Group's liquidity risk by matching the payment profile of the company’s funding to the payment profile of its Loans.
Interest rate risk
Interest rate risk exists where interest rates on assets and liabilities are either set according to different bases or reset at different times.
The Group is exposed to interest rate risk because a portion of the Group’s Funding Facilities are at a variable rate. There is a risk that a continued increase in the base rates could reduce the profitability of the Group. The Group would not initially increase interest rates on the Loans and absorb any increases in costs. However, should the impact become material to the Group over time, then a rate rise could be passed onto customers.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The Company has taken advantage of the small companies' exemption in preparing the Strategic Report in accordance with the small companies regime.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD
We have audited the financial statements of Uncapped Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Obtaining an understanding of the legal and regulatory framework that the company operates in;
∙Reviewing key correspondence with regulatory authorities;
∙Enquiry of management to identify any instances of non-compliance with laws and regulations;
∙Enquiry of management around actual and potential litigation claims;
∙Enquiry of management to identify any instances of known or suspected instances of fraud; and
∙Discussing and reviewing among the engagement team regarding how and where fraud might occur.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
The financial statements of Uncapped Ltd for the period 1 November 2020 to 30 April 2022 were unaudited.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED LTD (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Senior Statutory Auditor
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
Date:
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (Registered number OC312313).
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023
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REGISTERED NUMBER: 12258266
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 31 form part of these financial statements.
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REGISTERED NUMBER: 12258266
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 31 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
Uncapped Ltd is a private company limited by shares, incorporated in England and Wales, registration number is 12258266. The registered office address is International House, 36-38 Cornhill, London, EC3V 3NG.
The financial statements are for the year ended 30 April 2023. The figures for 2022 are unaudited and for the 18 month period ended 30 April 2022 and are therefore not entirely comparable. The financial statements include a prior year adjustment to the figures for 30 April 2022 (unaudited), see note 14.
2.Accounting policies
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows; The functional and presentational currency is GBP and the financial statements are rounded to the nearest £1.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 30 April 2021.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
2.Accounting policies (continued)
Borrowings under the funding facility are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
2.Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
2.Accounting policies (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:
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
2.Accounting policies (continued)
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
At the end of each reporting period, the Directors estimate the number of share options that are expected to vest as well as the expected vesting period, in determining the share based payment charge for the period. The estimates an associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying values of assets and liabilities that are not readily apparent for other sources. The estimates and underlying assumptions are reviewed on an ongoing basis.
Credit risk
Credit risk reflects the risk that the underlying borrows or other transaction parties will not meet their obligations as they fall due. The Group seeks to manage these risks by employing a range of credit assessment checks on all applicants together with ongoing reviews and the assessment of credit performance of the loans. Liquidity risk Liquidity risk reflects the risk that the Company and Group may encounter difficulty in meeting its obligations associated with its financial liabilities. Management is committed to maintaining sufficient liquidity to meet operational needs and to fund its lending activities effectively. To manage short-term liquidity, the Company and Group maintains a sufficient availability across cash reserves and availability in the group Funding Facility. The management continually monitors the liquidity position to ensure it remains in line with operational requirements. The repayment terms of the Group's Funding Facilities substantially mitigates the Company’s and Group's liquidity risk by matching the payment profile of the company’s funding to the payment profile of its Loans. Interest rate risk Interest rate risk exists where interest rates on assets and liabilities are either set according to different bases or reset at different times. The Group is exposed to interest rate risk because a portion of the Group’s Funding Facilities are at a variable rate. There is a risk that a continued increase in the base rates could reduce the profitability of the Group. The Group would not initially increase interest rates on the Loans and absorb any increases in costs. However, should the impact become material to the Group over time, then a rate rise could be passed onto customers.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
9.Taxation (continued)
An increase in the UK corporation tax rate from 19% to 25% was substantively enacted in June 2021 and has taken effect from 1 April 2023 for profits over £250,000. For profits under £50,000 the tax rate will remain the same at 19% and for profits between these figures it will be subject to 25% but reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
10.Tangible fixed assets (continued)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
During the year, 189 ordinary shares of £1.00 each were issued, allotted and fully paid with a share premium of £18,892,555 arising on issue.
During the year the convertible loan of £17,667,773 was converted to equity.
Share premium account
shares.
Other reserves
Profit and loss account
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UNCAPPED LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
The comparative figures for 30 April 2022 (unaudited) have been restated to reflect a prior year adjustment with regard to, investments, amounts owed by group undertakings, other debtors, prepayments and accrued income, cash at bank and in hand, trade creditors, amounts owed to group undertakings, accruals and deferred income, other creditors and the profit and loss account.
The prior year adjustment is the correction of an accounting error, whereby, administrative expenses, other operating charges, fixed assets, debotrs, cash, creditors and reserves was omitted from the accounts. The prior year adjustment corrects the above by adjusting the following: Profit and loss account • Administration expenses increased from £8,821,347 to £8,908,623. • Other operating expenses expenses increased from £Nil to £180,985. Fixed assets • Investments increased from £43,863 to £43,867. Debtors • Other debtors decreased from £96,436 to £45,258. • Amounts owed by group undertakings decreased from £35,125,821 to £35,073,602. • Prepayments and accrued income decreased £364,671 to £360,921. Cash and cash equivalents • Cash at bank increased from £11,538,491 to £11,539,724. Creditors: Amounts falling due within one year • Trade creditors increased from £480,173 to £480,389. • VAT reclassified to other taxes and social security with decreased from £365,393 to £345,903. • Directors’ loan account reclassified to other creditors. • Amounts owed to group undertakings increased from £21,432 to £21,442. Reserves • Other reserves increased from £Nil to £180,985 The prior year adjustment has resulted in the decrease to opening reserves by £268,261.
The company operates a defined contribution pension scheme for Uncapped Limited. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £29,708 (2022: £24,497) were due to the fund. They are included in other creditors.
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UNCAPPED LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
During the year the company received credits of £237,230 and made further advances of £192,860 from P M Pisarz, a director of the company. As at 30 April 2023, P M Pisarz, was owed £229,575 (2022: £185,205) from the company; this is included within other creditors. Interest has been charged at commercial rates of 11% (2022: 6%) on the overdrawn balance. The loan is unsecured and repayable on demand.
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