REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Avensure Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Avensure Limited |
Avensure Limited (Registered number: 07850609) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 7 |
Statement of Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Cash Flow Statement | 14 |
Notes to the Financial Statements | 15 |
Avensure Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Riverside House |
Kings Reach Businss Park |
Yew Street |
Stockport |
Cheshire |
SK4 2HD |
Avensure Limited (Registered number: 07850609) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
As reported in the profit and loss account, the Company achieved turnover of £13,930,256 (2022: £11,380,585) and recorded profit before taxation of £4,039,816 (2022: £2,880,334 ). The Company achieved earnings before depreciation, interest and tax of £4,420,544 (2022 £3,215,916) a return of 32% on turnover, up from 28% the previous year. This is an excellent achievement which shows continued success in it's operating methods, management's actions and responses to the challenging environment which continues due to the Coronavirus 19 pandemic & the economic climate. |
The Company continues to grow steadily with increases in new and renewal clients whilst maintaining excellent |
standards of service and high levels of client satisfaction. The directors are confident that the company will continue to grow in the coming year. The Company maintains its commitment to the ongoing investment in staff, operational improvements, technology and software development. |
PRINCIPAL RISKS AND UNCERTAINTIES |
To maintain its planned levels of growth the Company must continue to both attract new business as well as renew the contracts of its existing client base. The directors remain confident that its client retention rates and new sales performance will maintain this growth moving forward. |
To service the Company's growing client base requires continued recruitment and development of qualified advisors and consultants. The Company are dedicated to remaining an outstanding employer and continuing to attract high quality staff. |
The Company is confident of meeting the challenges of attracting new business because of the size of the market, the ever increasing regulatory burden on small and medium sized businesses, the ongoing development of new routes to market, and the development of its service. New staff will continue to be recruited to match the growth of the business, and to deliver the excellent standards of service the Company aspires to as demonstrated by its ISO accreditation through The British Assessment Bureau. |
Legislative changes continue to have a significant impact on the Company, requiring updates to client information and the need to ensure that all company staff maintain their comprehensive knowledge of the regulations that could affect clients. |
The Board reviews the Company's liquidity risks annually and on an ad hoc basis as required. The Board considers short term requirement against available sources of funding taking into account forecast cash flow and manages liquidity risk by maintaining access to a number of sources of funding which are sufficient to meet anticipated funding requirements. |
Credit risk is managed through rigorous credit control processes and ongoing monitoring of trade debtors to identify any bad debt and minimise the impact of such exposures. Risk is further mitigated by the high level of customers paying by direct debit or standing order. |
The trade debtors presented in the balance sheet are stated net of provision for doubtful debts. Provision is made where the directors consider there to be a risk that the full amount of the outstanding receivable balance will not be recoverable. |
KEY PERFORMANCE INDICATORS |
Key performance indicators are monitored on a regular basis and these include turnover, gross profit, earnings before interest, tax and depreciation, new and renewed business, and customer service. |
The Company achieved turnover of £13,930,256 (2022:£11,380,585), an increase of 22%, and recorded profit before taxation of £4,039,816 (2022: £2,880,334), an increase of 40%, due to an increase in turnover and cost savings in the year. The Company achieved earnings before depreciation, interest and tax of £4,420,544 (2022 £3,215,916) a return of 32% on turnover, up from 28% the previous year. |
The Company has net assets of £8,106,284 (2022: £4,829,647) and the cash balances have increased over the year to £2,638,888 (2022: £1,361,811). |
Avensure Limited (Registered number: 07850609) |
Strategic Report |
for the Year Ended 31 December 2023 |
OUR PEOPLE |
The Company maintains the belief that its people are key to the long term success of the business. The Company has continued to invest in training and development in order to grow and improve the business. |
ON BEHALF OF THE BOARD: |
Avensure Limited (Registered number: 07850609) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the provision of HR/Employment Law and Health and Safety Services. |
DIVIDENDS |
No interim dividends were paid during the year ended 31 December 2023. |
The total distribution of dividends for the year ended 31 December 2023 will be £Nil. (2022 £40,540). |
RESEARCH AND DEVELOPMENT |
During the year the Company invested in various research and development projects including the development of bespoke software to improve the management of the service provided to clients. The Company also reviewed its research and development activities in order to submit a claim to HMRC for Research & Development tax relief (Part 13, CTA 2009). |
FUTURE DEVELOPMENTS |
The Company is continuing with its strategy of responsible growth, expanding the routes to market, maintaining its high levels of customer service, recruitment of high quality staff and developing the IT software and platforms used by the Company and its clients and partners. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
FINANCIAL INSTRUMENTS |
The Company does not actively use financial instruments as part of its financial risk management. |
POLITICAL DONATIONS AND EXPENDITURE |
The Company made no political contributions during the year (2022: £nil). |
UNRECOGNISED BALANCES ON CONTRACTS |
At the balance sheet date the value to the Company of the unrecognised element of the long term contracts written by the Company was £22,706,273 (2022: £18,003,034). In line with recognised accounting policies this value has not been reflected in the financial statements. |
Avensure Limited (Registered number: 07850609) |
Report of the Directors |
for the Year Ended 31 December 2023 |
GOING CONCERN |
The Company's business activities, together with the factors likely to affect its future development and position are set out above in the Strategic Report.. |
The Company closely monitors its funding position throughout the year, including monitoring its performance against its covenants and its facilities against its operational funding requirement. |
Budgets are produced annually and flexed budgets are prepared as required during the year to allow management of any business risks including liquidity risks. Using this information the Board are satisfied that they have a reasonable basis upon which to conclude that the Company is able to continue as a going concern for at least 12 months from the date of the financial statements. |
Based on their assessment of the Company's financial position, the Board believe that the Company will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements. |
DISABLED EMPLOYEES |
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitude of the applicant concerned. In the event of employees becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate and relevant training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. |
CORPORATE SOCIAL RESPONSIBILITY |
The Company is committed to taking its corporate social responsibly seriously, and its Corporate Social Responsibility Committee meets regularly and implements initiatives that benefit the local community.The Company has achieved the Carbon Saver Gold for reducing its carbon emissions which shows its commitment to the environment. As the Company grows it is constantly looking for way to improve efficiencies. The Company continues to maintain the ISO9001 standards from The British Assessment Bureau, to ensure a high level of customer and stakeholder satisfaction and the ISO27001 standards, to ensure a high level of cyber and information security. |
EMPLOYEE INVOLVEMENT |
Staff at all levels are kept fully informed of matters that affect the progress of the Company and which are of interest to them as employees, subject to the constraints of commercial confidentiality. The Company is proud of its Investor in People Accreditation; Gold, which it has held for five years running.The Company undertakes regular employee engagement including questionnaires and forums. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 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 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. |
Avensure Limited (Registered number: 07850609) |
Report of the Directors |
for the Year Ended 31 December 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Avensure Limited |
Opinion |
We have audited the financial statements of Avensure Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement 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 December 2023 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 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 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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. |
Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Avensure Limited |
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 Report of the Directors. |
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: |
- | 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 five, 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 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. |
Report of the Independent Auditors to the Members of |
Avensure Limited |
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 a Report of the Auditors 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: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the HR and Health and Safety advisory sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- reading the minutes of meetings of those charged with governance; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Avensure Limited |
Use of our 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 a Report of the Auditors 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. |
for and on behalf of |
Riverside House |
Kings Reach Businss Park |
Yew Street |
Stockport |
Cheshire |
SK4 2HD |
Avensure Limited (Registered number: 07850609) |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER | 4 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
4,024,027 | 2,914,300 |
Other operating income |
OPERATING PROFIT | 6 |
Interest receivable and similar income |
4,147,241 | 3,054,122 |
Interest payable and similar expenses | 7 |
PROFIT BEFORE TAXATION |
Tax on profit | 8 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Avensure Limited (Registered number: 07850609) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 18 | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Capital redemption reserve |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on |
Avensure Limited (Registered number: 07850609) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Profit for the year | - | 2,471,765 | - | 2,471,765 |
Total comprehensive income | - |
Dividends | - | ( |
) | - | ( |
) |
Redemption of shares | (1,181,400 | ) | - | - | (1,181,400 | ) |
Share buy back | - | (1,772,100 | ) | 1,772,100 | - |
Balance at 31 December 2022 |
Changes in equity |
Profit for the year | - | 3,276,637 | - | 3,276,637 |
Total comprehensive income | - |
Balance at 31 December 2023 |
Avensure Limited (Registered number: 07850609) |
Cash Flow Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 24 |
Interest paid | ( |
) | ( |
) |
Interest element of finance lease payments paid |
( |
) |
( |
) |
Tax paid | ( |
) | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of intangible fixed assets | ( |
) | ( |
) |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Interest received |
Net cash from investing activities | ( |
) | ( |
) |
Cash flows from financing activities |
Loan repayments in year | ( |
) | ( |
) |
Capital repayments in year | ( |
) | ( |
) |
Amount withdrawn by directors | (863,148 | ) | (384,879 | ) |
Share buyback | ( |
) |
Equity dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) | ( |
) |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
25 |
2,326,449 |
Cash and cash equivalents at end of year | 25 | 2,638,888 | 1,361,811 |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Avensure Limited is a private company, limited by shares, registered in England and Wales, registration number 07850609. The address of the registered office and principal place of business is 4th Floor, St John's House, 2 - 10 Queen Street, Manchester, M2 5JB. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in sterling, which is the functional currency of the entity. |
Revenue recognition |
The company provides a range of products and services. |
For contractual agreements with terms of multiple years the revenue arising from the provision of services is measured by reference to the contract term and the expected phasing of the time spent in the provision of the component services within these contracts. Provision is made for losses. |
For any ad-hoc or non-contractual revenue this is recognised at the point the products or services are to the provided to the customer. |
Revenue is stated excluding value added tax. |
To the extent that invoices are raised to a different pattern than the revenue recognition based on service delivery as described above, appropriate adjustment are made through accrued and deferred income to account for this. On this basis the accrued income is classified as 'Amounts Recognised on Contracts' in the balance sheet. |
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. |
Software development costs - These are amounts capitalised in relation to the development of online platforms and are amortised through the profit and loss account over the Directors estimate of its useful economic life, which is 5 years. |
Website development costs - These are costs incurred in the development of the company's websites which have been capitalised and are amortised through the profit and loss account over the Directors estimate of its useful economic life, which is 3 years. |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Improvements to leasehold property | - |
Fixtures and fittings | - |
Computer equipment | - |
Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. |
At each reporting date, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that any items of property, plant and equipment have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is either written off in the year in which it is incurred or capitalised as an intangible asset depending on the nature of the cost incurred.. |
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 for the development phase and of a project if and only if certain specific criteria are met to demonstrate the asset will generate probable future economic benefits and that its costs can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives. |
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. |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets that are held by the Company under leases which transfer to the Company substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the company are classified as operating leases. |
Assets held under finance leases are initially recognised as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statements of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability, finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Company's policy on borrowing costs . Contingent rentals are recognised as expenses in the periods in which they are incurred. |
Operating lease payments are recognised as an expense on straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Trade and other debtors |
Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts. |
Trade and other creditors |
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. |
Cash and cash equivalents |
Cash and cash equivalents comprise cash at bank. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities. |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the Company's accounting policies below, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
Intangible & tangible fixed assets |
Intangible fixed assets are amortised and tangible fixed assets are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. |
Revenue recognition |
Revenue arises from the provision of services under contractual agreements typically ranging from one to five years, and services provided on an ad-hoc basis. The company accounts for revenue with reference to the duration of the contracts and the expected phasing of time spent in the provision of the component services within these contracts. In deciding on the expected phasing of time spent in the provision of the component services, the Directors make judgements, estimates and assumptions based on experience and other factors annually. |
Accrued income arises where revenue is recognised ahead of the invoicing profile, which in the majority of case occurs evenly over the contractual term. |
Amounts recognised under contracts |
This represents the difference between invoiced sales and work carried out for which revenue must be recognised in line with FRS 102 revenue recognition rules. The balance includes a provision to the extent that customers fail to meet their contractual obligations. The estimate used in the calculation for the provision for contract cancellation is an area where significant judgement has been made. |
Bad debt provision |
An area where a significant judgement has been made is the bad debt provision which amounts to £793,884 (2022: £595,300) in the year. |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
31.12.23 | 31.12.22 |
£ | £ |
An analysis of turnover by geographical market is given below: |
31.12.23 | 31.12.22 |
£ | £ |
United Kingdom |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | EMPLOYEES AND DIRECTORS |
31.12.23 | 31.12.22 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
Sales | 41 | 37 |
Administration | 27 | 20 |
Consultants | 47 | 45 |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
Information regarding the highest paid director is as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Emoluments etc |
6. | OPERATING PROFIT |
The operating profit is stated after charging: |
31.12.23 | 31.12.22 |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Depreciation - assets on finance leases |
Loss on disposal of fixed assets |
Software development costs amortisation |
Website development costs amortisation |
Auditors' remuneration |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.23 | 31.12.22 |
£ | £ |
Bank loan interest |
Interest on tax liabilities |
Directors' loan interest |
Leasing |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Current tax: |
UK corporation tax |
Tax re prior years | (88,334 | ) | (79,310 | ) |
Total current tax |
Deferred tax |
Tax on profit |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.23 | 31.12.22 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
Research and development tax credit | (86,737 | ) | (67,626 | ) |
Ineligible depreciation | 7,651 | 4,231 |
Allowable depreciation | (3,531 | ) | (960 | ) |
Capital allowances super deduction | (184 | ) | (1,859 | ) |
Change in tax rate | (19,309 | ) | - |
Total tax charge | 763,179 | 408,569 |
In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25%. This new law was substantively enacted on 24 May 2021. Deferred tax balances have been remeasured to either 19% or 25% depending on when the Directors expect these timing differences to reverse. The impact of the change in tax rate has been recognised in tax expense in profit or loss, except to the extent that it relates to items previously recognised outside profit or loss. |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | DIVIDENDS |
31.12.23 | 31.12.22 |
£ | £ |
A Ordinary shares of 99p each |
Final | - | 40,540 |
10. | INTANGIBLE FIXED ASSETS |
Software | Website |
development | development |
costs | costs | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
AMORTISATION |
At 1 January 2023 |
Amortisation for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
11. | TANGIBLE FIXED ASSETS |
Improvements |
to | Fixtures |
leasehold | and | Computer |
property | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2023 | 98,569 | 84,248 | 169,584 | 352,401 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | TANGIBLE FIXED ASSETS - continued |
Fixed assets, included in the above, which are held under finance leases are as follows: |
Improvements |
to | Fixtures |
leasehold | and | Computer |
property | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2023 |
and 31 December 2023 |
DEPRECIATION |
At 1 January 2023 | 10,952 |
Charge for year | 32,528 |
At 31 December 2023 | 43,480 |
NET BOOK VALUE |
At 31 December 2023 | 55,089 |
At 31 December 2022 | 87,617 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Trade debtors |
Amounts recognised on |
contracts |
Other debtors |
Deferred tax asset |
Prepayments and accrued income |
Deferred tax asset |
31.12.22 |
£ |
Accelerated capital allowances | ( |
) |
Other timing differences | 94,415 |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans and overdrafts (see note 15) |
Finance leases (see note 16) |
Trade creditors |
Tax |
Social security and other taxes |
VAT | 595,367 | 455,931 |
Other creditors |
Accrued dividend | - | 40,540 |
Directors' current accounts | 157 | 624,950 |
Accrued expenses |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans (see note 15) |
Finance leases (see note 16) |
Directors' loan accounts | 963 | 239,318 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
31.12.23 | 31.12.22 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Amounts falling due between one and two years: |
Bank loans - 1-2 years |
Amounts falling due between two and five years: |
Bank loans - 2-5 years |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Finance leases |
31.12.23 | 31.12.22 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
16. | LEASING AGREEMENTS - continued |
Non-cancellable operating | leases |
31.12.23 | 31.12.22 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
17. | SECURED DEBTS |
The following secured debts are included within creditors: |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans |
Finance leases | 100,693 | 171,782 |
Directors Loans | - | 864,268 |
The bank loan is secured by a Debenture and a Legal Charge. The Debenture consists of fixed and floating charges over the property or undertaking of the Company.The Legal Charge consists of a charge over Flat 5, 2-4 Ovington Square, London. |
Finance leases are secured on the assets leased. |
The Directors Loans were secured by Debentures. The Debentures consisted of fixed and floating charges over the property or undertakings of the Company. These were released on 15 December 2023. |
18. | PROVISIONS FOR LIABILITIES |
31.12.23 |
£ |
Deferred tax |
Accelerated capital allowances | ( |
) |
Other timing differences | 94,415 |
14,507 |
Deferred |
tax |
£ |
Balance at 1 January 2023 | ( |
) |
Provided during year |
Balance at 31 December 2023 |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
19. | CALLED UP SHARE CAPITAL |
Allotted,issued and fully paid: |
Number: | Class: | Nominal Value: | 31.12.23 | 31.12.22 |
20,000 | B Ordinary | £1 | 20,000 | 20,000 |
1,790,000 | A Ordinary | £0.99 | - | - |
3,530 | C Ordinary | £1 | 3,530 | 3,530 |
1,790,000 | D Ordinary | £0.01 | 17,900 | 17,900 |
41,430 | 41,430 |
On 17 June 2022 the Company undertook a share buy back and purchased the A Ordinary shares at par for £1,772,100. |
On 18 October 2018 the A Ordinary Shares of £1 each were sub-divided into A and D Ordinary Shares of £0.99 and £0.01 respectively. The A Ordinary Shares were deemed to be preference shares under FRS 102 and, in line with ICAEW guidance, the debt and equity elements of these shares were valued and classified between debt and equity respectively in the accounts (see above and note 18). Had the shares remained as equity then the share capital as at 31 December 2021 would have been £1,813,530 and the net assets of the Company as at 31 December 2021 would have been shown as £4,170,522. |
3,530 C Ordinary shares of £1 each were allotted and fully paid for cash at par on 18 October 2018. |
The B Ordinary Shares have attached to them a right to receive 85% of distributable profits as dividends following allocation of any dividends paid on the A Ordinary Shares and D Ordinary Shares. They have full voting rights. They have the right to participate in distributions as respects capital (including on a winding up)'which is calculated at 82.5% of the balance of the realisation value after payment of the nominal value of the A Ordinary Shares and any amounts due on the D Ordinary Shares. |
The A Ordinary Shares have attached to them the right to a fixed annual preferential dividend of 5% of their nominal value. They are entitled to the return of the nominal value of the shares and any unpaid accrued dividends on a winding up or sale. |
The C Ordinary Shares have attached to them a right to receive 15% of distributable profits as dividends following allocation of any dividends paid on the A Ordinary Shares and D Ordinary Shares. They have full voting rights. They have the right to participate in distributions as respects capital (including on a winding up)'which is calculated at 17.5% of the balance of the realisation value after payment of the nominal value of the A Ordinary Shares and any amounts due on the D Ordinary Shares. |
The D Ordinary Shares have attached to them the right to a preferential dividend (after payment of the fixed preferential dividend payable on the A Ordinary Shares) of 10% of the total dividends declared (less the amount of the fixed preferential dividend paid on the A Ordinary Shares). They have full voting rights (10%). They have a preferred right to participate in distributions as respects capital (including on a winding up), which includes the return of their nominal value and the payment of 10% of the gross realisation value (before payment of any amounts payable on the C Ordinary Shares and the B Ordinary Shares). |
The rights of all the shares are more particularly set out in the Articles of Association. |
20. | PENSION COMMITMENTS |
The Company contributes to a defined contribution pension scheme. The assets of the scheme are held separately form those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £80,371 (2022:£69,185). Contributions totalling £18,695 (2022:£14,906) were payable to the fund at the reporting date and are included in creditors. |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
21. | RELATED PARTY DISCLOSURES |
C Garner |
At 31 December 2023 the company owed £1,120 (2022 £626,3174) to C Garner. |
The loan was secured by a Debenture. The Debenture consisted of fixed and floating charges over the property or undertaking of the Company.The Debenture was released on 15 December 2023. |
The loan is subject to interest at a rate of 8%.. During the year interest accrued of £9,080 (2022 £70,275).Repayments of interest of £489,186 have been made in the year. |
During the year capital repayments were made of £625,054 (2022 £375,183). |
D & S Garner |
At 31 December 2023 the company owed £Nil (2022 £238,094 ) to D & S Garner. |
The loan was secured by a Debenture. The Debenture consisted of fixed and floating charges over the property or undertaking of the Company.The Debenture was released on 15 December 2023. |
The loan is subject to interest at a rate of 8%. During the year interest was paid of £17,842 (2022 £379,711) and accrued of £17,842 (2022 £19,432). |
During the year capital repayments were made of £238,094 (2022 £9,696). |
Financial & Legal Insurance Company Limited |
At 31 December 2023 the company owed £(20,255) (2022 £47,811) to Financial & Legal Insurance Company Limited,a company in which a Person of Significant Control has an interest. Charges were made to the company of 258,969 (2022 £220,062) and a profit share was made of £89,585 (2022 £121,488) |
The balance is interest free and repayable on demand. |
22. | POST BALANCE SHEET EVENTS |
On 27 June 2024 the Company undertook a share buy back and purchased the D Ordinary shares for £2,000,000. The Dshares were purchased out of reserves with the nominal value of £17,900 being transferred to the Capital Redemption reserve. The effect of the share buy back was a reduction in reserves of £1,982,100. The buy back was funded by a bank loan of £1,200,000 with the remaining amount coming from cash balances. |
Following the year end on 8 June 2024, the Company entered into a new loan agreement with Barclays Bank Plc, which was drawn on 27 June 2024. The £1,200,000 principal of the loan incurs interest at a rate of 5.5% over Bank of England base rate. The loan is repayable over 48 instalments of £25,000 payable on the Charging Dates. Management have considered this undertaking within their assessment of the company as a going concern. The bank loan is secured by a Debenture dated 12 April 2024 which contains a fixed and floating charge over the property and undertaking of the company. The charge also contains a negative pledge. |
23. | ULTIMATE CONTROLLING PARTY |
The controlling party is C Garner. |
Avensure Limited (Registered number: 07850609) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
24. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.23 | 31.12.22 |
£ | £ |
Profit before taxation |
Depreciation charges |
Loss on disposal of fixed assets |
Finance costs | 107,425 | 173,788 |
Finance income | (33,608 | ) | (525 | ) |
4,386,935 | 3,215,389 |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations |
25. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 2,638,888 | 1,361,811 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 1,361,811 | 2,326,449 |
26. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 1,361,811 | 1,277,077 | 2,638,888 |
1,361,811 | 2,638,888 |
Debt |
Finance leases | (171,782 | ) | 71,089 | (100,693 | ) |
Debts falling due within 1 year | (108,584 | ) | (768,606 | ) | (877,190 | ) |
Debts falling due after 1 year | (876,265 | ) | 876,265 | - |
(1,156,631 | ) | 178,748 | (977,883 | ) |
Total | 205,180 | 1,455,825 | 1,661,005 |
27. | UNRECOGNISED BALANCE ON CONTRACTS |
At the balance sheet date the value to the Company of the unrecognised element of the long term contracts written by the Company was £22,706,273 (2022: £18,003,034). In line with recognised accounting policies this value has not been reflected in the financial statements. |