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Registration number: 07199468

Vardags Limited

Annual Report and Financial Statements

for the Year Ended 31 March 2024

 

Vardags Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Statement of Cash Flows

12 to 13

Notes to the Financial Statements

14 to 24

 

Vardags Limited

Company Information

Directors

A Vardag

S J Bence

S T McKirgan

A J Thompson

E Gill

Registered office

10 Old Bailey
London
EC4M 7NG

Bankers

Lloyds Bank Plc
70-71 Cheapside
London
EC2V 6EN

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Vardags Limited

Strategic Report for the Year Ended 31 March 2024

The directors present their strategic report for the year ended 31 March 2024.

Principal activity

The principal activity of the company is the provision of legal services.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £18,347,712 (2023 - £16,893,117) and an operating profit of £1,468,940 (2023 - £1,978,659 loss). At 31 March 2024 the company had net liabilities of £3,861,761 (2023 - net liabilities of £4,485,215). Given the significant improvement in financial performance for the year, the directors are optimistic for the current financial year.

Principal risks and uncertainties

The management of the company and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to competition from other legal practices and changes in the legal industry, as well as the current economic outlook.

Due to the ongoing challenges of the economic outlook and inflationary pressure, actions have been taken to minimise their negative impact on the company's revenues.

Approved by the Board on 3 September 2024 and signed on its behalf by:


S T McKirgan
Director

 

Vardags Limited

Directors' Report for the Year Ended 31 March 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors of the company

The directors who held office during the year were as follows:

A Vardag

S J Bence

S T McKirgan

J A S Bunker (ceased 13 December 2023)

C F Dru (ceased 15 June 2023)

A J Thompson (appointed 13 September 2023)

E Gill

L C Rogers (ceased 25 July 2023)


Dividends
The directors did not vote any dividends during the year (2023 - £Nil)

Financial instruments

Objectives and policies

The company does not actively use financial instruments as part of its financial risk management.

Price risk, credit risk, liquidity risk and cash flow risk

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

The business' principal financial instruments comprise bank balances, work in progress, trade debtors and trade creditors. The main purpose of these instruments is to finance business operations.

In respect of bank balances, liquidity risk is managed by maintaining a continuity of funding. All of the business' cash balances are held in such a way that achieves a competitive rate of interest.

Work in progress is managed in respect of price and liquidity risk by regular billing and monitoring of amounts unbilled. The amounts presented in the balance sheet are net of allowances for recovery rates and time unlikely to be billed.

Trade debtors are managed in respect of credit and cash flow risk by regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Directors' liabilities

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

 

Vardags Limited

Directors' Report for the Year Ended 31 March 2024

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 3 September 2024 and signed on its behalf by:


S T McKirgan
Director

 

Vardags Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards has been followed, subject to any material departures disclosed and explained in the financial statements; and

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.

 

Vardags Limited

Independent Auditor's Report to the Members of Vardags Limited

Opinion

We have audited the financial statements of Vardags Limited (the 'company') for the year ended 31 March 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its profit 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 auditor 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 UK, including the FRC’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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

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

 

Vardags Limited

Independent Auditor's Report to the Members of Vardags Limited

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 Statement of Directors' Responsibilities set out on page 5, 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.

Auditor 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 auditor’s 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the company to express an opinion on the financial statements. We are responsible for the
direction, supervision and performance of the company audit. We remain solely responsible for our audit
opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

 

Vardags Limited

Independent Auditor's Report to the Members of Vardags Limited

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 with unusual characteristics.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of this report
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 auditor’s 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.





Jon M Cartwright (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

18 September 2024

 

Vardags Limited

Profit and Loss Account for the Year Ended 31 March 2024

Note

2024
£

2023
£

Turnover

3

18,347,712

16,893,117

Administrative expenses

 

(16,878,772)

(18,871,776)

Operating profit/(loss)

4

1,468,940

(1,978,659)

Other interest receivable and similar income

5

96,736

28,099

Interest payable and similar charges

6

(942,222)

(731,483)

   

(845,486)

(703,384)

Profit/(loss) before tax

 

623,454

(2,682,043)

Taxation

10

-

-

Profit/(loss) for the financial year

 

623,454

(2,682,043)

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

 

Vardags Limited

(Registration number: 07199468)
Balance Sheet as at 31 March 2024

Note

2024
 £

2023
 £

Fixed assets

 

Intangible assets

11

9,627

11,778

Tangible assets

12

262,933

245,301

 

272,560

257,079

Current assets

 

Debtors

13

7,887,865

6,138,021

Cash at bank and in hand

 

473,094

1,265,900

 

8,360,959

7,403,921

Creditors: Amounts falling due within one year

14

(4,340,440)

(3,507,121)

Net current assets

 

4,020,519

3,896,800

Total assets less current liabilities

 

4,293,079

4,153,879

Creditors: Amounts falling due after more than one year

 

8,010,879

8,507,487

Provisions for liabilities

 

143,961

131,607

Capital and reserves

 

Called up share capital

18

120

120

Profit and loss account

(3,861,881)

(4,485,335)

Total equity

 

(3,861,761)

(4,485,215)

Total capital, reserves and long term liabilities

 

4,293,079

4,153,879

Approved and authorised by the Board on 3 September 2024 and signed on its behalf by:
 


S T McKirgan
Director

 

Vardags Limited

Statement of Changes in Equity for the Year Ended 31 March 2024

Share capital
£

Profit and loss account
£

Total
£

At 1 April 2023

120

(4,485,335)

(4,485,215)

Profit for the year

-

623,454

623,454

At 31 March 2024

120

(3,861,881)

(3,861,761)

Share capital
£

Profit and loss account
£

Total
£

At 1 April 2022

120

(1,803,292)

(1,803,172)

Loss for the year

-

(2,682,043)

(2,682,043)

At 31 March 2023

120

(4,485,335)

(4,485,215)

 

Vardags Limited

Statement of Cash Flows for the Year Ended 31 March 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit/(loss) for the year

 

623,454

(2,682,043)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

64,131

51,667

Profit on disposal of tangible assets

-

(1,296)

Finance income

5

(96,736)

(28,099)

Finance costs

6

942,222

731,483

 

1,533,071

(1,928,288)

Working capital adjustments

 

Decrease/(increase) in trade debtors

13

1,749,844

(1,748,101)

Decrease in trade creditors

14

(474,943)

(35,673)

(Decrease)/increase in provisions

16

(12,354)

72,459

Net cash flow from operating activities

 

270,524

(216,973)

Cash flows from investing activities

 

Interest received

5

96,736

28,099

Acquisitions of tangible assets

(79,612)

(67,834)

Proceeds from sale of tangible assets

 

-

1,296

Net cash flows from investing activities

 

17,124

(38,439)

Cash flows from financing activities

 

Interest paid

6

(942,222)

(731,483)

Proceeds from other borrowing draw downs

 

251,768

1,398,002

Repayment of other borrowing

 

(390,000)

(292,500)

Net cash flows from financing activities

 

(1,080,454)

374,019

Net (decrease)/increase in cash and cash equivalents

 

(792,806)

118,607

Cash and cash equivalents at 1 April

 

1,265,900

1,147,293

Cash and cash equivalents at 31 March

 

473,094

1,265,900

 

Vardags Limited

Statement of Cash Flows for the Year Ended 31 March 2024

 

Analysis of changes in net debt

At 1 April 2023
£

Cash flows
£

Other non-cash changes
£

At 31 March 2024
£

Cash and cash equivalents

Cash

1,265,900

(792,806)

-

473,094

Borrowings

Long term borrowings

8,507,487

(138,232)

(358,376)

8,010,879

Short term borrowings

390,000

-

358,376

748,376

8,897,487

(138,232)

-

8,759,255

 

10,163,387

(931,038)

-

9,232,349

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
10 Old Bailey
London
EC4M 7NG

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Key sources of estimation uncertainty

Amounts recoverable on contracts - the process of assessing amounts recoverable on contracts requires various estimates and judgements to be made. Fee earners are required to record time spent on client assignments and this is used as the basis for the amounts recoverable on contracts estimate. At year end, discussions take place with fee earners to identify likely recoverable amounts with an appropriate recovery rate applied. The carrying amount is £2,469,829 (2023 - £1,529,594).

Bad debt provision - due to the nature of the business, there are high levels of trade receivables at the year end, and therefore a risk that some of these balances may be irrecoverable. A bad debt review is carried out, where debts are assessed and provided against when the recoverability of these balances is considered to be uncertain. The carrying amount of the provision is £2,654,008 (2023 - £3,014,844).

Revenue recognition

Fee income represents the fair value of services provided during the year on client assignments. Fair value reflects the amounts expected to be recovered from clients based on time spent, skills provided and expenses incurred, and excludes VAT. Income is recognised as contract activity progresses and the right to consideration is secured, except where the final outcome cannot be assessed with reasonable certainty.

Unbilled fee income on individual client assignments is included as amounts recoverable on contracts within debtors.

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Tax

The corporation tax expense for the period comprises current and deferred tax. Corporation tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current 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 taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Improvements to property

over the period of the lease

Short leasehold

over the period of the lease

Fixtures and fittings

25% on reducing balance

Computer equipment

33% on cost

Goodwill

Goodwill is amortised over its useful life, which shall not exceed five years if a reliable estimate of the useful life cannot be made.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

20% of cost per annum

Software

20% on reducing balance

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Trade debtors

Trade debtors are amounts due from clients for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. The vast majority of the trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event. Provisions are recognised where it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expenses when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

3

Revenue

The analysis of the company's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

18,347,712

16,893,117

The analysis of the company's turnover for the year by market is as follows:

2024
£

2023
£

UK

18,347,712

16,893,117

 

4

Operating profit

Arrived at after charging/(crediting):

2024
 £

2023
 £

Depreciation expense

61,980

49,035

Amortisation expense

2,151

2,632

Operating lease expense - property

699,657

754,081

Profit on disposal of an asset

-

(1,296)

 

5

Other interest receivable and similar income

2024
£

2023
£

Interest income on investments

22,661

8,306

Interest income on bank deposits

74,075

19,793

96,736

28,099

 

6

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

108,309

65,976

Interest expense on other finance liabilities

833,913

665,507

942,222

731,483

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

7,432,221

7,458,640

Social security costs

924,270

967,687

Pension costs, defined contribution scheme

155,634

200,694

8,512,125

8,627,021

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2024
 No.

2023
 No.

Fee earners

71

61

Non-fee earners

31

38

102

99

 

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

1,173,877

1,231,725

Contributions paid to money purchase schemes

22,680

29,258

1,196,557

1,260,983

The directors are deemed to be the key management personnel.

 

9

Auditors' remuneration

2024
£

2023
£

Audit of the financial statements

15,370

14,450


 

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

10

Taxation

The tax on (loss)/profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Profit/(loss) before tax

623,454

(2,682,043)

Corporation tax at standard rate

161,227

(509,588)

Tax (decrease)/increase from effect of unrelieved tax losses carried forward

(161,227)

509,588

Total tax charge/(credit)

-

-

 

11

Intangible assets

Goodwill
 £

Software development costs
 £

Cost

At 1 April 2023 and 31 March 2023

550,000

25,950

Amortisation

At 1 April 2023

550,000

14,172

Amortisation charge

-

2,151

At 31 March 2024

550,000

16,323

Carrying amount

At 31 March 2024

-

9,627

At 31 March 2023

-

11,778

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

12

Tangible assets

Short leasehold
£

Improvements to property
 £

Furniture, fittings and equipment
 £

Computer equipment
 £

Total
£

Cost

At 1 April 2023

70,558

45,808

889,814

267,736

1,273,916

Additions

-

-

76,199

3,413

79,612

At 31 March 2024

70,558

45,808

966,013

271,149

1,353,528

Depreciation

At 1 April 2023

9,482

45,808

712,974

260,351

1,028,615

Charge for the year

6,159

-

50,289

5,532

61,980

At 31 March 2024

15,641

45,808

763,263

265,883

1,090,595

Carrying amount

At 31 March 2024

54,917

-

202,750

5,266

262,933

At 31 March 2023

61,076

-

176,840

7,385

245,301

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

13

Debtors

2024
 £

2023
 £

Trade debtors

4,620,758

3,895,749

Other debtors

19,000

186,206

Prepayments

778,278

526,472

Amounts recoverable on contracts

2,469,829

1,529,594

7,887,865

6,138,021

 

14

Creditors

Note

2024
 £

2023
 £

Due within one year

 

Loans and borrowings

15

390,000

390,000

Trade creditors

 

1,239,409

968,041

Social security and other taxes

 

1,451,065

1,565,378

Outstanding defined contribution pension costs

 

28,519

37,432

Loans due to related parties

20

358,376

-

Accrued expenses

 

873,071

546,270

 

4,340,440

3,507,121

Due after one year

 

Loans and borrowings

15

877,500

1,267,500

Loans due to related parties

20

7,133,379

7,239,987

 

8,010,879

8,507,487

 

15

Loans and borrowings

2024
£

2023
£

Current loans and borrowings

Bank borrowings

390,000

390,000

2024
£

2023
£

Non-current loans and borrowings

Bank borrowings

877,500

1,267,500

The bank borrowings are secured by a fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery.

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

16

Provisions

Other provisions
£

At 1 April 2023

131,607

Increase in existing provisions

12,354

At 31 March 2024

143,961

 

17

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £155,634 (2023 - £200,694).

Contributions totalling £28,519 (2023 - £37,432) were payable to the scheme at the end of the year and are included in creditors.

 

18

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary A shares of £1 each

120

120

120

120

         
 

19

Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

628,183

620,688

Later than one year and not later than five years

1,496,092

2,091,538

2,124,275

2,712,226

 

Vardags Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

20

Related party transactions

Summary of transactions with key management

At the year end, the company owed £4,790,185 (2023 - £4,547,474) to Vardags Management Consultancy DWC-LLC, an entity incorporated in Dubai, UAE, which is owned by one of the directors who is also a shareholder. The debt is interest bearing and the loan is included within borrowings in the net debt note.

During the year, Vardags Management Consultancy DWC-LLC invoiced Vardags Limited £1,578,754 (2023 - £2,606,168).

At the year end, the company owed £701,570 (2023 - £692,512) to Spin-out Strategy Consultancy DWC-LLC, an entity incorporated in Dubai, UAE, which is owned by one of the directors who is also a shareholder. The debt is interest bearing and the loan is included within borrowings in the net debt note.

During the year, Spin-out Strategy Consultancy DWC-LLC invoiced Vardags Limited £661,126 (2023 - £804,901).

During the year, Vardags Limited was invoiced a total of £1,200 (2023 - £10,700) for the use of the office by one director.

During the year, no dividends were voted. In the 2021 year end, a £2,000,000 dividend was voted, which remained unpaid at 31 March 2024. This is due to two directors, is interest bearing during the financial year but waived, and is included within borrowings in the net debt note.