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Company registration number: 03982993







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


ENVITIA GROUP LIMITED






































img7609.png                        

 


ENVITIA GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
D Eade (appointed 30 October 2023)
A Gaby (appointed 23 June 2023)
R C Griffith  
D J Osborne (appointed 7 July 2023)




Registered number
03982993



Registered office
North Heath Lane

Horsham

West Sussex

RH12 5UX




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


ENVITIA GROUP LIMITED
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of income and retained earnings
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 27


 


ENVITIA GROUP LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction

A review of the business and future developments, including key performance indicators and the principal risks and uncertainties are set out below. 

Business review
 
The Company made a loss before tax of £647,376 (2022: profit of  £533,807) for the period ended 31 December 2023 and had net assets of £753,870 (2022: £1,364,106) as at the balance sheet date.
Envitia Group Limited and its subsidiaries provide solution services in data science and software products to the defence and public sectors, including data modelling, architectures and analytics. They seek  to solve complex data challenges for their customers, through their staff expertise and software technologies, enabling them to make better and faster decisions.  Principal customers are located in the UK and North America.
Revenue for the Company is in relation to royalties and management recharges and this has decreased to £829,489 (2022: £1.55m) during the year based on the level of activity in the subsidiaries.
Following a group reorganisation on 5 December 2020, the group transitioned under its new ownership and undertook various internal reorganisations adding to its management team during 2023 to facilitate growth in 2024 and beyond. The Group is subject to investor covenant testing on a regular basis. Breach of an investor covenant has been noted during the financial year. Covenant waivers have been obtained from the investor.
Product development is a key element of the Company's business, ensuring that its software products remain cutting edge and builds on the success of the past in having its products deeply embedded in some of the world’s largest and longest standing companies. Development in the year focused on improving existing code and functionality to increase reliability and efficiency of support, and future phases of the platform continue to be planned and evaluated.

Future development

The Company's strategy for 2024 involves growing its engineering and consulting business with current programmes expected to continue to expand. In addition, opportunities with new organisations and programmes are seen as a key element of future growth in expanding the customer base beyond the traditional defence and public sector base.
Product development remains key for the future of the business and 2024 will see further innovation around data technology which will further inform the development roadmap and meet our customers’ and wider market need to make the most from their data ecosystem.

Principal risks and uncertainties
 
The principal risk to the business arises from the timing of orders particularly from public sector clients. The business is continually investing in long-term professional business development and account management to increase visibility of new business and support growth. The Company's enduring customer relationships stem from a commitment to innovation, service excellence and agility.
The main financial risks arising from the Company's activities are credit, interest rate, liquidity, and foreign exchange. These are regularly monitored by the board of directors and were not considered significant at the balance sheet date.
The Company's policy in respect of credit risk is to complete appropriate checks on potential customers before sales are made. 
The Company's policy in respect of interest rate and liquidity risks is to actively manage its cash deposits and access to short term borrowings to ensure the Group has sufficient funds for operations. Cash deposits are held in interest bearing accounts which earn interest at a floating rate. Short term borrowings bear interest at a floating rate. 
The Company's policy in respect of currency risk is to negotiate with customers to minimise that risk and use forward currency contracts where appropriate.

Page 1

 


ENVITIA GROUP LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
ole239c.png  

Section 172 Statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders, including the impact of its activities on the community, the environment and the Company’s reputation, when making decisions. Acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and below, how the Board engages with stakeholders.
 
The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006.
 
The Board regularly reviews our principal stakeholders and how we engage with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves.

The Board has enhanced its methods of engagement with the workforce. In that regard, the Company held weekly employee meetings to ensure good levels of communication as well as extensive use of feedback surveys to assess its success in improving employee morale.   The Company operated a staff bonus scheme, linked to Group profitability, and results were communicated to employees during weekly meetings to reinforce their involvement in the Group’s performance.
The Company aims to work responsibly with stakeholders, including suppliers. The Board has recently reviewed its anti-corruption and anti-bribery, equal opportunities and whistleblowing policies as part of its regular review of process as part of maintaining its best practice approach to suppliers.
The Company remains active in the local community and holds monthly charitable events to raise money for local and national charities.

As required, executive management will provide support to the Board to help ensure that sufficient consideration is given to stakeholder issues.

Key decisions made impacting stakeholders are set out below:

Significant events/decisions
 
Key stakeholders
 
Actions and impact
 
Focus on customer delivery
Customers, employees
Project resourcing planning restructured to better allocate and prioritise resources and improve utilisation. Planning more clearly identified resource gaps allowing better targeted recruitment. Project management activities focused on customer needs, improving communication and ensuring delivery. Customer delivery is to be overseen by the Head of Delivery.
 
Page 2

 


ENVITIA GROUP LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Development of technology
Customers, employees, shareholders
Approach to product development was reassessed in the prior year with the appointment of a new CTO and product owner to bring clearer focus on product roadmap and development processes. Development activities are more clearly planned and prioritised improving staff focus, delivery to customers and shareholder value.
 
Improvement of support efficiency
Employees, customers
Support processes and approach are regularly assessed throughout the year to improve the efficiency of support. Support calls being allocated to dedicated project managers substantially reduces both the number of outstanding calls as well as the time to respond, leading to improvement in customer and employee satisfaction.
 
Focus on continuous improvement
Employees, customers
The business appointed a Quality Assurance manager in the prior year and seeks to ensure all processes remain up to date and able to support the growth planned for the business. ISO27001 and ISO9001 accreditations maintained. Specialist consultants to advise and assist the company and assist in QA activities are also periodically engaged.


This report was approved by the board and signed on its behalf.



R C Griffith
Director

Date: 26 July 2024

Page 3

 


ENVITIA GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £610,236 (2022 -profit £434,332).

The directors recommend the payment of a dividend for £NIL (2022 - £NIL).

Directors

The Directors who served during the year were:

D Eade (appointed 30 October 2023)
A Gaby (appointed 23 June 2023)
R C Griffith  
D J Osborne (appointed 7 July 2023)
N Lodey (resigned 28 July 2023)
O B Drake (resigned 5 June 2023)

Matters covered in the Strategic Report

The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the  principal risks and uncertainties.

Page 4

 


ENVITIA GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 




R C Griffith
Director

Date: 26 July 2024

Page 5

 


ENVITIA GROUP LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVITIA GROUP LIMITED

Opinion


We have audited the financial statements of Envitia Group Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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 Company 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.


Conclusions relating to going concern


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 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.


Other information


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 ReportOur 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.


Page 6

 


ENVITIA GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVITIA GROUP LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


ENVITIA GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVITIA GROUP LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

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 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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
- The Companies Act 2006;
- Financial Reporting Standard 102
- UK employment legislation;
- General Data Protection Regulations; and
- UK tax legislation.
 
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related
financial statement items.
 
 We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to
management, those responsible for legal and compliance procedures. We corroborated  our inquiries through our review of board minutes.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
   fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls
   or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgements made by management in its significant accounting estimates; and
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combination

As a result of the above procedures, we considered the opportunities and incentives that may exist within the
  organisation for fraud and identified the greatest potential for fraud in the following areas:
- Posting of unusual journals and complex transactions;
- Timing of revenue recognition; and;
- The use of management override of controls to manipulate results, or to cause the Company to enter into
  transactions not in its best interest.

 


Page 8

 


ENVITIA GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVITIA GROUP LIMITED (CONTINUED)

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.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with the Companies (Revision of Defective Accounts and Reports) Regulations 2008Our 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.





Caroline Milton FCA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

26 July 2024
Page 9

 


ENVITIA GROUP LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
829,489
1,552,860

Gross profit
  
829,489
1,552,860

Administrative expenses
  
(1,156,287)
(1,140,338)

Exceptional administrative expenses
 12 
(442,066)
-

Operating (loss)/profit
 5 
(768,864)
412,522

Interest receivable and similar income
 9 
122,061
121,726

Interest payable and similar expenses
 10 
(573)
(441)

(Loss)/profit before tax
  
(647,376)
533,807

Tax on (loss)/profit
 11 
37,140
(99,475)

(Loss)/profit after tax
  
(610,236)
434,332

  

  

Retained earnings at the beginning of the year
  
842,747
408,415

  
842,747
408,415

(Loss)/profit for the year
  
(610,236)
434,332

Retained earnings at the end of the year
  
232,511
842,747

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of income and retained earnings.

The notes on pages 13 to 27 form part of these financial statements.

Page 10

 


ENVITIA GROUP LIMITED
REGISTERED NUMBER:03982993



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
404,737
443,660

Investments
 14 
325,003
325,003

  
729,740
768,663

Current assets
  

Debtors: amounts falling due within one year
 15 
1,521,910
1,511,029

Cash at bank and in hand
  
2,720
37,842

  
1,524,630
1,548,871

Creditors: amounts falling due within one year
 16 
(1,375,541)
(837,841)

Net current assets
  
 
 
149,089
 
 
711,030

Total assets less current liabilities
  
878,829
1,479,693

Provisions for liabilities
  

Deferred tax
 17 
(74,959)
(65,587)

Other provisions
 18 
(50,000)
(50,000)

  
 
 
(124,959)
 
 
(115,587)

Net assets
  
753,870
1,364,106


Capital and reserves
  

Called up share capital 
 19 
461,909
461,909

Share premium account
 20 
59,450
59,450

Profit and loss account
 20 
232,511
842,747

  
753,870
1,364,106


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R C Griffith
Director

Date: 26 July 2024

The notes on pages 13 to 27 form part of these financial statements.

Page 11

 


ENVITIA GROUP LIMITED
 



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


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

£
£
£
£


At 1 January 2022
461,909
59,450
408,415
929,774


Comprehensive income for the year

Profit for the year
-
-
434,332
434,332
Total comprehensive income for the year
-
-
434,332
434,332



At 1 January 2023
461,909
59,450
842,747
1,364,106


Comprehensive income for the year

Loss for the year
-
-
(610,236)
(610,236)
Total comprehensive income for the year
-
-
(610,236)
(610,236)


At 31 December 2023
461,909
59,450
232,511
753,870


The notes on pages 13 to 27 form part of these financial statements.

Page 12

 


ENVITIA GROUP LIMITED
 


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

1.


General information

Envitia Group Limited is a private company limited by shares incorporated in England. The principal place of business is North Heath Lane, Horsham, West Sussex, RH12 5UX.
The presentational currency used in this set of financial statements was GBP, rounded to the nearest £1.

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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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 requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.

This information is included in the consolidated financial statements of Project Barclay Topco Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13

 


ENVITIA GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.4

Going concern

The Company made a loss before tax of £647,376 (2022: profit before tax £533,807) for the period ended 31 December 2023 and had net assets of £753,870 (2022: £1,364,106) as at 31 December 2023.
In addition, the Company has given a composite guarantee and debenture in favour of Maven Capital Partners UK LLP for debt funding within the Envitia Group of Companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2023 was £19,640,835 (2022: £18,138,235).  As at 31 December 2023, these loan notes and any accrued interest have not been redeemed and they are repayable by 5 December 2025. 
The Directors have, for the Group of which the Company is a  parent and subsidiary, considered the following matters in determining the appropriateness of the going concern basis of preparation in the financial statements:
 
A forecast for the next 12 months, taking account of reasonable changes in trading performance indicates that the Group will have sufficient cash assets to be able to meet its debts as and when they fall due:
Consideration to the loan notes and action taken by the holders of the loan notes to waive covenants during the financial year. 
In addition, it has been confirmed by the loan note holders that, with regard to the loan notes which are repayable in December 2025, that they would seek to amend the term of the loan notes with a minimum extension of one year, if the Company was not in a position to redeem them at the maturity date.

Though the trading performance of the Group is not in line with expectations for the period ended 31 December 2023, the Directors are confident that given the actions taken during the year and since the year end, that the Company will have adequate resources to continue in operational existence for the forseeable future.
 
The directors therefore consider that the going concern basis of preparation continues to be appropriate.

 
2.5

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14

 


ENVITIA GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Company and the benefit can be measured reliably. 
Royalties are recognised in line with service agreements between group companies.

 
2.7

Operating leases: the Company as lessee

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 user of the leased asset.

 
2.8

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, which range from 3 to 6 years.
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.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

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 15

 


ENVITIA GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.12

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
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 Company 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.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.14

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.

Page 16

 


ENVITIA GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.15

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.

 Intangible assets are amortised over the following usefull economic lives:

Software development costs
-
4
years

The basis for choosing the useful life of 4 years is based on the period the Company expects to use the software for its revenue generating projects. The Company reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date.

 
2.16

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.

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:

Short-term leasehold property
-
Over the term of the lease

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.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Income and Retained Earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being
estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is
impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Page 17

 


ENVITIA GROUP LIMITED
 


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

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.19

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.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following significant judgements in applying the above accounting policies that have had the most significant effect on the amounts recognised in the financial statements.
Key accounting judgements and estimation areas:
The directors use their judgement to ascertain the element of development expenditure that enhances the intangible fixed assets and the element of expenditure that relates to maintaining the asset and therefore should be expensed to the Statement of Comprehensive Income. When making the assessment the directors review the nature of the expenditure and apportion the invoice between the intangible fixed assets and administrative expenses accordingly. 
Impairment of investments involves judgement and is also a key estimation area. Management exercise judgement in calculating the maintainable EBITDA, cash flow and determining the value of the company. The fair value of the business less costs to sell is determined by using an equity value model based on a multiple of EBITDA. The calculations take into consideration available market data including private company price indices. This is used as the basis for assessing if an impairment is required.  Management carry out impairment reviews on a timely basis and ensure that the accounting policy adopted reflects a true and fair value of the assets as detailed in 2.15 and 2.17 above.
The company recognises deferred tax assets only to the extent that it is probable that future taxable profits, feasible tax planning strategies and deferred tax liabilities will be available against which the tax losses can be utilised. Estimation of the level of future taxable profits is therefore required in order to determine the appropriate carrying value of the deferred tax asset. 

Page 18

 


ENVITIA GROUP LIMITED
 


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

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Royalties
829,489
878,521

Management charges
-
674,339

829,489
1,552,860


All turnover arose within the United Kingdom.


5.


Operating loss/profit

The operating loss/profit is stated after charging:

2023
2022
£
£

Amortisation
165,158
205,476

Research and development charged as an expense
39,506
243,575

Loss on disposal of tangible assets
-
11,760


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements

5,080
4,620

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 19

 


ENVITIA GROUP LIMITED
 


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

7.


Employees

Staff costs, including Directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
904,078
560,829

Social security costs
104,958
65,321

Cost of defined contribution scheme
77,362
63,898

1,086,398
690,048


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


        2023
        2022
            No.
            No.







Directors
3
3



Employees
2
1

5
4


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
706,865
454,364

Company contributions to defined contribution pension schemes
77,362
63,898

784,227
518,262


During the year retirement benefits were accruing to 5 Directors (2022 -3) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £292,842 (2022 -£161,349).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £13,781 (2022 -£22,364).


9.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
122,061
121,726

122,061
121,726

Page 20

 


ENVITIA GROUP LIMITED
 


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

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
573
441

573
441


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
106,607

Adjustments in respect of previous periods
(46,512)
-


(46,512)
106,607


Total current tax
(46,512)
106,607

Deferred tax


Origination and reversal of timing differences
(35,629)
(7,132)

Adjustments in respect of prior periods
45,001
-

Total deferred tax
9,372
(7,132)


Taxation on (loss)/profit on ordinary activities
(37,140)
99,475
Page 21

 


ENVITIA GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 -lower than) the standard rate of corporation tax in the UK of 23.5% (2022 -19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(647,376)
533,807


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 -19%)
(152,133)
101,423

Effects of:


Fixed asset differences
-
3,481

Expenses not deductible for tax purposes
11,211
822

Remeasurement of deferred tax for changes in tax rates
-
(1,712)

Adjustments to tax charge in respect of prior periods
(46,512)
-

Adjustment to tax charge in respect to previous periods - deferred tax
45,001
-

Remeasurement of deferred tax for changes in tax rates
(2,108)
-

Group relief
107,401
(4,539)

Total tax charge for the year
(37,140)
99,475


12.


Exceptional items

2023
2022
£
£


Restructuring costs
442,066
-

442,066
-

Page 22

 


ENVITIA GROUP LIMITED
 


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

13.


Intangible assets




Software development costs

£



Cost


At 1 January 2023
5,052,206


Additions
126,235



At 31 December 2023

5,178,441



Amortisation


At 1 January 2023
4,608,546


Charge for the year 
165,158



At 31 December 2023

4,773,704



Net book value



At 31 December 2023
404,737



At 31 December 2022
443,660




14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
325,003



At 31 December 2023
325,003






Net book value



At 31 December 2023
325,003



At 31 December 2022
325,003

Page 23

 


ENVITIA GROUP LIMITED
 


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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Envitia Limited
North Heath Lane, Horsham, West Sussex, RH12 5UX, United Kingdom
Ordinary
100%
Envitia Inc
11710 Plaza America Dr, Suite 2000, Reston, VA 20190, US
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate share capital and reserves 
Profit/(Loss)
£
£

Envitia Limited
3,825,250
399,132

Envitia Inc
16,038
1,461


15.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
1,447,185
1,425,992

Other debtors
-
15,080

Prepayments and accrued income
60,267
56,069

Tax recoverable
14,458
13,888

1,521,910
1,511,029



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
15,333
54,664

Amounts owed to group undertakings
1,055,289
327,778

Corporation tax
-
106,607

Other taxation and social security
38,224
21,131

Other creditors
280
-

Accruals and deferred income
266,415
327,661

1,375,541
837,841


Page 24

 


ENVITIA GROUP LIMITED
 


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

17.


Deferred taxation




2023


£






At beginning of year
65,587


Charged to profit or loss
9,372



At end of year
74,959

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Fixed asset timing differences
81,058
65,587

Losses and other deductions
(6,099)
-

74,959
65,587


18.


Provisions




Provision for Dilapidations

£





At 1 January 2023
50,000



At 31 December 2023
50,000

Page 25

 


ENVITIA GROUP LIMITED
 


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

19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



4,592,540 (2022 -4,592,540) Ordinary shares shares of £0.10 each
459,254
459,254
26,552 (2021 - 26,552) Ordinary B shares shares of £0.10 each
2,655
2,655

461,909

461,909

The Ordinary share capital carries full rights regarding voting, payment of dividends and distributions.
The Ordinary B shares have the following rights and are subject to the following restrictions: 1. the right for the holder to receive notice of and to attend at general meetings; 2. The right to a vote at general meetings; 3. No right to receive dividends; 4. on a return of capital on liquidation, realisation or other capital distribution, the assets available for distribution shall belong and be distributed by paying to the holders of Ordinary Shares and B Ordinary
Shares the amount paid up or credited as paid up, on a pari passu basis. Once the B Ordinary shareholders have
received the nominal value of their B Ordinary shares, they shall not be entitled to any further capital distribution and any remaining amount shall be distributed to the ordinary shareholders; 5. they do not confer any rights of redemption; 6. subject to the forgoing, the Ordinary B shares shall have all the other rights and be subject to all other conditions contained in the articles of association.



20.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs. 

Profit and loss account

This reserve records retained earnings and accumulated results of the Company. 


21.


Contingent liabilities

A charge exists in favour of Maven Capital Partners UK LLP (as security trustee) (registered no. OC339387) whose registered office is at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF, as a composite guarantee and debenture dated 5 December 2020 between the Company and Maven creating fixed and floating charges over all the Company’s assets, property, undertaking and revenue and provides security for debt funding within the Envitia Group of companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2023 was £19,640,835 (2022: £18,138,235).

Page 26

 


ENVITIA GROUP LIMITED
 


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

22.


Commitments under operating leases

At 31 December 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
39,577
82,358

39,577
82,358


23.


Related party transactions

At the year end an amount of £NIL (2022: £2,515) was owed by R.Griffith to Envitia Group Ltd in relation to the purchase of 2,500 ordinary B Shares Project Barclay TopCo Ltd. 
At the year end an amount of £NIL (2022: £12,565) was owed by O.Drake to Envitia Group Ltd in relation to the purchase of 12,500 ordinary B Shares in Project Barclay TopCo Ltd. 


24.


Controlling party

The Company's parent company is Project Barclay Bidco Limited. The ultimate parent company is Project Barclay Topco Limited. Project Barclay Topco Limited prepares consolidated accounts which are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
The Directors consider the ultimate controlling party to be Maven Capital Partners UK LLP.

 
Page 27