Company Registration No. 11246253 (England and Wales)
EVARI GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
EVARI GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
EVARI GROUP LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
7
4,514,539
4,019,120
Cash at bank and in hand
7,279
64,582
4,521,818
4,083,702
Creditors: amounts falling due within one year
8
(3,532,207)
(80,342)
Net current assets
989,611
4,003,360
Creditors: amounts falling due after more than one year
9
(1,394,202)
(4,248,061)
Net liabilities
(404,591)
(244,701)
Capital and reserves
Called up share capital
10
18,823
17,148
Convertible debt option reserve
435,661
435,661
Profit and loss reserves
(859,075)
(697,510)
Total equity
(404,591)
(244,701)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 14 June 2024 and are signed on its behalf by:
D Fogarty
Director
Company Registration No. 11246253
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information
Evari Group Limited is a private company limited by shares incorporated in England and Wales. The registered office can be found on the company information page.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company is taking advantage of the exemption to prepare consolidated financial statements on the basis that they qualify as a small group.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors are confident that based on the future expectations and forecasted cash flows the company will be able to meet its liabilities as they fall due for the foreseeable future for a period of at least 12 months from the date of approval of the financial statements.
As disclosed in note 11, Events after the reporting date, the company has reached an agreement with the holder of the convertible loan notes that are disclosed within current liabilities to substantially reduce the debt liability under the convertible loan notes. This agreement has substantially improved the financial position of the company after the year end.
However, whilst the directors are confident of future performance the forecasts are based on assumptions which may change as a result of external factors. These facts therefore cast doubt on the company's ability to continue as a going concern without further funding in place. The directors have a range of possible actions that they could take should such assumptions prove not to be true including raising further medium to long term funding, however at the point of approving the financial statements no such funding has been secured.
1.3
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.5
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.6
Convertible loan notes
Compound financial instruments issued by the company comprise convertible loan stock that can be converted to equity preference shares at the option of the holder.
The liability component of the compound financial instrument is recognised on the date of inception at the fair value of a similar liability that does not have an equity conversion option. The equity element is recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the equity and liability components in proportion to their initial carrying amounts.
Subsequently, the liability component of a compound financial instrument is measured at amortised cost using the effective interest rate method.
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
1.7
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.8
Interest receivable and similar income
Interest income is recognised in the profit and loss account as it accrues using the effective interest method, and relates to interest accrued on intra-entity loans during the period.
2
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 amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
There are not considered to be any judgements or key estimation uncertainties.
3
Other operating income
2024
2023
£
£
Sale of shares in a group undertaking
56,608
29,464
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
7,600
7,300
For other services
Financial statements preparation
1,650
1,550
Taxation compliance services
1,750
1,650
3,400
3,200
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
6
Directors' remuneration
2024
2023
£
£
Remuneration paid to directors
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 0)
No dividends were paid to directors during the period.
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,476,010
3,822,457
Other debtors
10,202
88,684
Prepayments and accrued income
28,327
107,979
4,514,539
4,019,120
8
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Convertible loans
3,068,780
Other borrowings
10,000
10,000
Amounts owed to group undertakings
417,772
Other creditors
23,155
57,342
Accruals and deferred income
12,500
13,000
3,532,207
80,342
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Convertible loans
1,376,702
4,220,561
Other borrowings
17,500
27,500
1,394,202
4,248,061
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
10
Called up share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
372,401 (2023: 353,276) Ordinary shares of £0.001 each
2,028
353
12,500,000 Founders shares of £0.001 each
12,500
12,500
14,528
12,853
Preference share capital
Issued and fully paid
4,295,190 Preference shares of £0.001 each
4,295
4,295
Total called up and issued share capital
18,823
17,148
Convertible debt option not yet issued
Conversion option value of convertible loan notes
435,661
435,661
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The directors have documented their consideration of going concern in note 1.2 of the financial statements, which indicates that there is a material uncertainty that the company will not be able to continue as a going concern if further funding is not received. The financial statements do not include adjustments that would result if the company was no longer considered to be a going concern. Our opinion is not modified in respect of this matter.
The senior statutory auditor was Robin Haslam.
The auditor was Azets Audit Services.
12
Events after the reporting date
After the balance sheet date, the company successfully agreed with the holder of the convertible loan notes that are disclosed within current liabilities to substantially reduce the debt liability under the convertible note.
13
Ultimate controlling party
There is no ultimate holding company or controlling party.