Xpertnest Ltd
Annual Report and Unaudited Financial Statements
For the year ended 30 November 2023
Company Registration No. 10185772 (England and Wales)
Xpertnest Ltd
Company Information
Directors
N A Kar
A Kar
D W Reynolds
A Sundararajan
C J Panara
Company number
10185772
Registered office
4th Floor Radius House
51 Clarendon Road
Watford
Hertfordshire
WD17 1HP
Accountants
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Xpertnest Ltd
Directors' Report
For the year ended 30 November 2023
Page 1
The directors present their annual report and financial statements for the year ended 30 November 2023.
Principal activities
The principal activity of the company continued to be that of custom software development services using various technologies. The company provides a range of related services to support their clients, such as project management, user experience design, quality assurance testing, and ongoing maintenance and support.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
P G Belur
(Resigned 20 January 2023)
N A Kar
A Kar
A D Lalwani
(Resigned 31 March 2023)
B Patnaik
(Resigned 19 August 2024)
D W Reynolds
A Sundararajan
C J Panara
H Ravindranath
(Appointed 4 January 2023 and resigned 31 March 2023)
J Steed
(Resigned 2 January 2023)
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
A Kar
Director
29 August 2024
Xpertnest Ltd
Directors' Responsibilities Statement
For the year ended 30 November 2023
Page 2
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
Xpertnest Ltd
Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Financial Statements of Xpertnest Ltd for the year ended 30 November 2023
Page 3
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Xpertnest Ltd for the year ended 30 November 2023 which comprise the profit and loss account, the balance sheet and the related notes from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation
This report is made solely to the Board of Directors of Xpertnest Ltd, as a body, in accordance with the terms of our engagement letter dated 5 July 2024. Our work has been undertaken solely to prepare for your approval the financial statements of Xpertnest Ltd and state those matters that we have agreed to state to the Board of Directors of Xpertnest Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Xpertnest Ltd and its Board of Directors as a body, for our work or for this report.
It is your duty to ensure that Xpertnest Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Xpertnest Ltd. You consider that Xpertnest Ltd is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Xpertnest Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Moore Kingston Smith LLP
30 August 2024
Chartered Accountants
6th Floor
9 Appold Street
London
EC2A 2AP
Xpertnest Ltd
Profit and Loss Account
For the year ended 30 November 2023
Page 4
2023
2022
£
£
Turnover
11,449,067
5,477,090
Cost of sales
(9,852,159)
(4,562,146)
Gross profit
1,596,908
914,944
Administrative expenses
(388,538)
(372,043)
Operating profit
1,208,370
542,901
Interest receivable and similar income
33
Interest payable and similar expenses
(66,138)
(60,977)
Profit before taxation
1,142,265
481,924
Tax on profit
332,916
703,359
Profit for the financial year
1,475,181
1,185,283
Xpertnest Ltd
Balance Sheet
As at 30 November 2023
30 November 2023
Page 5
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
27,092
36,635
Investments
4
1,204,800,000
1,204,827,092
36,635
Current assets
Debtors
6
17,373,649
8,011,596
Cash at bank and in hand
206,604
11,165
17,580,253
8,022,761
Creditors: amounts falling due within one year
7
(14,128,390)
(6,278,037)
Net current assets
3,451,863
1,744,724
Total assets less current liabilities
1,208,278,955
1,781,359
Creditors: amounts falling due after more than one year
8
(1,205,503,501)
(427,086)
Net assets
2,775,454
1,354,273
Capital and reserves
Called up share capital
9
200
200
Profit and loss reserves
2,775,254
1,354,073
Total equity
2,775,454
1,354,273
For the financial year ended 30 November 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 in accordance with the provisions applicable to companies subject to the small companies regime.
Xpertnest Ltd
Balance Sheet (Continued)
As at 30 November 2023
30 November 2023
Page 6
The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
A Kar
Director
Company Registration No. 10185772
Xpertnest Ltd
Notes to the Financial Statements
For the year ended 30 November 2023
Page 7
1
Accounting policies
Company information
Xpertnest Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor Radius House, 51 Clarendon Road, Watford, Hertfordshire, WD17 1HP.
1.1
Accounting convention
These financial statements have been prepared in accordance with Section 1A of 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 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.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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.
1.3
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.
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:
Fixtures and fittings
33% on cost
Computers
33% on cost
Motor vehicles
25% on 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.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Xpertnest Ltd
Notes to the Financial Statements (Continued)
For the year ended 30 November 2023
1
Accounting policies
(Continued)
Page 8
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
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.
1.7
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.
Xpertnest Ltd
Notes to the Financial Statements (Continued)
For the year ended 30 November 2023
1
Accounting policies
(Continued)
Page 9
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.
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.
1.8
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.
1.9
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.
Xpertnest Ltd
Notes to the Financial Statements (Continued)
For the year ended 30 November 2023
1
Accounting policies
(Continued)
Page 10
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.
1.10
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.
1.11
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
6
7
Xpertnest Ltd
Notes to the Financial Statements (Continued)
For the year ended 30 November 2023
Page 11
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 December 2022 and 30 November 2023
107,807
Depreciation and impairment
At 1 December 2022
71,172
Depreciation charged in the year
9,543
At 30 November 2023
80,715
Carrying amount
At 30 November 2023
27,092
At 30 November 2022
36,635
4
Fixed asset investments
2023
2022
£
£
Other investments other than loans
1,204,800,000
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 December 2022
-
Additions
1,204,800,000
At 30 November 2023
1,204,800,000
Carrying amount
At 30 November 2023
1,204,800,000
At 30 November 2022
-
5
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
1,204,800,000
-
Xpertnest Ltd
Notes to the Financial Statements (Continued)
For the year ended 30 November 2023
Page 12
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
13,095,581
6,157,114
Other debtors
978,068
919,482
Prepayments and accrued income
3,300,000
935,000
17,373,649
8,011,596
7
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
155,774
103,564
Trade creditors
14,289,377
6,226,423
Corporation tax
(334,883)
(407,154)
Other taxation and social security
2,396
8,463
Other creditors
11,226
346,741
Accruals and deferred income
4,500
14,128,390
6,278,037
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
309,557
427,086
Other creditors
1,205,193,944
-
1,205,503,501
427,086
On the 15 May 2023, Xpertnest Limited listed a USD 1.5 billion 2034 Standalone Corporate Bond (ISIN-MU0000000297) on the AFRINEX Securities List.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
152
152
152
152
Ordinary B shares of £1 each
6
6
6
6
Ordinary C shares of £1 each
42
42
42
42
200
200
200
200
Xpertnest Ltd
Notes to the Financial Statements (Continued)
For the year ended 30 November 2023
9
Called up share capital
(Continued)
Page 13
The ordinary shares have full voting rights and are entitled dividend payments pari passu.
Both the ordinary B shares and ordinary C shares have neither voting nor dividend rights.
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
£
£
4,366
11
Directors' transactions
Dividends totalling £54,000 (2022 - £221,358) were paid in the year in respect of shares held by the company's directors.
At the balance sheet date £300,115 (2022: £234,074) is due to A Kar, a director, and remains outstanding and is included in other creditors falling due in more than one year.
12
Parent company
No one party controls the company.
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