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Registered number: 05610051









GLASSWALL HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
GLASSWALL HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
D Lopez 
Lord Spencer of Alresford 
C A Pye 
P F Reilly 
J D Rhoten 
S M Roberts 
Sir P J Westmacott 




Company secretary
Mrs L C Randall



Registered number
05610051



Registered office
85 Great Portland Street

London

W1W 7LT




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors

1st Floor

73-81 Southwark Bridge Road

London

SE1 0NQ





 
GLASSWALL HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 9
Consolidated statement of comprehensive income
 
10
Consolidated balance sheet
 
11
Company balance sheet
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Notes to the financial statements
 
16 - 30


 
GLASSWALL HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present their strategic report of the company and the group for the year ended 31 March 2024.

Business review
 
Glasswall Holdings Limited Group (“Glasswall”) is a zero-trust file protection software company that enables both governmental and commercial organisations to protect themselves from both known and unknown file-based threats and compliance risks, utilizing Glasswall Content Disarm and Reconstruction (“CDR”) technology.
Glasswall sells its CDR software in the form of subscription contracts, via technology partners, channel partners and directly to end customers. 
Glasswall’s key financial indicators are Annual Recurring Revenue (“ARR”), Revenue, and Profitability. The results for the year ended 31 March 2024. These are indicated below:
                                                                                      2024          2023         Change
                                                                                      £000's        £000's           %
Annual Recurring Revenue (“ARR”)                          7,188         5,987*           20%
Revenue                                                                         7,657         7,198           6%
Loss after tax                                                                (2,975)       (3,903)         (24%)
*Adjusted to normalise FX rates. 92% of Glasswall’s ARR is denominated in USD. 
Sales growth was impacted during the financial year by budgetary uncertainty in the United States Government (USG), which was a result of a number of short term funding measures, known as Continuing Resolutions (CR), being in place for most of the USG financial year. A CR is a temporary funding measure used by USG to keep federal agencies and programs operating when the formal appropriations bills (which set the annual budget) have not been passed by Congress before the start of the fiscal year on October 1st. This meant many expected new sales were not completed, due new projects being delayed until greater certainty and full finding had been approved by the USG. As a result, Revenue growth at 6% was lower than expectations set at the beginning of the financial year. Despite this, Glasswall did make progress towards its long-term revenue growth targets by diversifying its sales profile into a larger number of partners and customers, as well as showing a strong Gross Renewal Rate (“GRR”) renewal rate of greater than 90% throughout the period. Sales growth was predominately driven by the US market, particularly by USG end-users. The US remains Glasswall’s dominant market, and significant growth in this region is expected to continue, but there are also significant opportunities developing for Glasswall within the UK, Canadian, Australian, and APAC public and private markets. The budgetary uncertainty issues in USG have subsequently been resolved for the 2024/25 USG fiscal year.
ARR growth was 20% (when normalised for FX rates), which again was below expectations at the start of the financial year. This growth was impacted by the USG budgetary uncertainty noted above. The Directors anticipate strong ARR growth throughout the year ended 31 March 2025, with a growth rate of circa 50% being targeted. 
Operating losses decreased by 24%. This was a result of Glasswall’s cost base being maintained at an operationally efficient level. This allows any increase in revenues to make their way directly to the bottom line, a trend that the Directors expect to continue in the near term. The Directors expect Glasswall to be profitable and cash positive in the year ended 31 March 2025.  
Glasswall continues to invest heavily in research and development of its zero trust CDR technology, focusing on enhancing its capabilities further, particularly via the use of AI technology. This is reflected in the research and development tax claim value, as detailed in Note 10 of the financial statements.

Page 1

 
GLASSWALL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Principal risks and uncertainties
 
Glasswall is affected by several risks and uncertainties, not all of which are wholly within Glasswall’s control. Many of the risks and uncertainties influencing Glasswall’s performance are macroeconomic and are not specific to the Group. 
Foreign exchange risk
The majority of Glasswall’s sales are in foreign currencies, predominantly USD, yet the majority of its cost base is made up of GBP-denominated expenses. Therefore, Glasswall could be materially exposed to GBP/USD FX rate movements. This could impact company profitability.  Glasswall actively manages its foreign currency positions with the aim being to match monetary assets against known liabilities, so that the Group always limits its non-GBP exposures, paying particular attention to its USD exposures.
Cash flow risk
Cash flow risk is the risk that working capital levels are not sufficient to finance day-to-day operations. Glasswall secured new debt finance during the year ended 31 March 2024, as detailed in note 18, which has bolstered operational cash levels. Glasswall manages cash flow carefully through negotiating terms with partners, customers, and suppliers, as well as performing frequent cash flow forecast modelling.
Credit risk
Credit risk is the risk that a partner or customer may not settle their obligations with Glasswall as they fall due. Glasswall manages this by assessing the credit worthiness of partners and customers in advance of signing contracts and adjusting credit terms as appropriate. The majority of Glasswall’s partners and customers are government organisations and large commercial enterprises, that are financially robust. 
Macroeconomic and geopolitical risk
Macroeconomic risks (e.g., high inflation, volatile energy prices, rising interest rates, etc.) and geopolitical instability will all negatively affect the global economy and growth outlook. Glasswall therefore will experience some inflationary increases in its cost base. However, cybersecurity remains a top priority for both governmental and commercial organisations, despite the wider economic outlook, so it’s expected that Glasswall will continue see increasing adoption of its technology, as organisations seek to mitigate cyber risks.

Financial key performance indicators
 
Given the straightforward nature of the business the directors are of the opinion that annual recurring revenue, revenues and profitability, as set out above, can be considered the key performance indicators of the group.


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



S M Roberts
Director

Date: 25 October 2024

Page 2

 
GLASSWALL HOLDINGS 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' responsibilities statement

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

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


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

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,974,898 (2023 - loss £3,903,095).

No dividends were declared and paid during the year (2023 - £Nil).

Directors

The directors who served during the year were:

D Lopez 
Lord Spencer of Alresford 
C A Pye 
P F Reilly 
J D Rhoten 
S M Roberts 
Sir P J Westmacott 

Future developments

The Group does not expect there to be any material changes in the continuing operations of the business in the future, other than continued growth in its sales and annual recurring revenues. The Group is focused on growing its partner and customer base via its existing, and future, product offerings in relation to its CDR technology. The Group will continue to invest in research and development to further advance its CDR technology.
The Group’s going concern risk is discussed within these financial statements.

Page 3

 
GLASSWALL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the company since year end.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





S M Roberts
Director

Date: 25 October 2024

Page 4

 
GLASSWALL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GLASSWALL HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Glasswall Holdings Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 March 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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.


Page 5

 
GLASSWALL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GLASSWALL HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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.


Page 6

 
GLASSWALL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GLASSWALL HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Group's and the parent 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 Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
GLASSWALL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GLASSWALL HOLDINGS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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 law 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 group through discussion with directors and    other management, and from our commercial knowledge and experience of the software and technology 
          in which the group operates;
• The specific laws and regulations which we considered may have a direct material effect on the financial             statements or the operations of the group, are as follows;
           o Companies Act 2006
           o FRS102
           o Health and Safety legislation
           o Employment legislation
           o Tax legislation 
• We assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management, reviewing board minutes and inspecting relevant legal and other      correspondence; 
• Laws and regulations were communicated within the audit team at the planning meeting, and during the    audit as any further laws and regulation were identified. The audit team remained alert to instances of    non-compliance throughout the audit; and 
•        As auditor of all the UK subsidiaries and from audit work carried out on the US subsidiary, we were able to
         cover the above matters at a group and component  level and thereby ensure the audit team were aware   of the above matters across the group.
We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: 
• Making enquires of management as to where they consider there was susceptibility to fraud and their    knowledge of actual suspected and alleged fraud; 
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgment and assumptions made in determining significant accounting estimates,    including the carrying value of investments and any impairment, and certain year end accruals, were 
          indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the   
Page 8

 
GLASSWALL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GLASSWALL HOLDINGS LIMITED (CONTINUED)


 group’s usual course of business. 
The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgments made;
• Management override of controls; and 
• Posting of unusual journals or transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Duncan Stannett (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors
1st Floor
73-81 Southwark Bridge Road
London
SE1 0NQ

28 October 2024
Page 9

 
GLASSWALL HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
 4 
7,656,771
7,198,244

Cost of sales
  
(5,553,219)
(5,549,685)

Gross profit
  
2,103,552
1,648,559

Distribution costs
  
(1,388,294)
(1,839,487)

Administrative expenses
  
(4,644,915)
(4,873,103)

Operating loss
 5 
(3,929,657)
(5,064,031)

Interest receivable and similar income
 9 
150,317
-

Interest payable and similar expenses
 10 
(501,691)
(354)

Loss before taxation
  
(4,281,031)
(5,064,385)

Tax on loss
 11 
1,306,133
1,161,290

Loss for the financial year
  
(2,974,898)
(3,903,095)

(Loss) for the year attributable to:
  

Owners of the parent company
  
(2,974,898)
(3,903,095)

  
(2,974,898)
(3,903,095)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 30 form part of these financial statements.

Page 10

 
GLASSWALL HOLDINGS LIMITED
REGISTERED NUMBER: 05610051

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
-
3,560

Tangible assets
 13 
48,112
64,797

  
48,112
68,357

Current assets
  

Debtors: amounts falling due within one year
 15 
1,036,383
1,088,025

Cash at bank and in hand
 16 
6,012,070
4,315,075

  
7,048,453
5,403,100

Creditors: amounts falling due within one year
 17 
(2,037,931)
(2,281,196)

Net current assets
  
 
 
5,010,522
 
 
3,121,904

Total assets less current liabilities
  
5,058,634
3,190,261

Creditors: amounts falling due after more than one year
 18 
(4,835,344)
-

Provisions for liabilities
  

Net assets
  
223,290
3,190,261


Capital and reserves
  

Called up share capital 
 20 
114,452
114,338

Share premium account
  
43,642,014
43,634,201

Other reserves
  
9,932,689
9,932,689

Profit and loss account
  
(53,465,865)
(50,490,967)

  
223,290
3,190,261


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




S M Roberts
Director

Date: 25 October 2024

The notes on pages 16 to 30 form part of these financial statements.

Page 11

 
GLASSWALL HOLDINGS LIMITED
REGISTERED NUMBER: 05610051

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
53,623,880
50,763,413

  
53,623,880
50,763,413

Current assets
  

Debtors: amounts falling due within one year
 15 
1,029
719

Cash at bank and in hand
 16 
2,820,075
1,074,384

  
2,821,104
1,075,103

Creditors: amounts falling due within one year
 17 
(146,851)
(6,351)

Net current assets
  
 
 
2,674,253
 
 
1,068,752

Total assets less current liabilities
  
56,298,133
51,832,165

  

Creditors: amounts falling due after more than one year
 18 
(4,835,344)
-

  

Net assets
  
51,462,789
51,832,165


Capital and reserves
  

Called up share capital 
 20 
114,452
114,338

Share premium account
  
43,642,014
43,634,201

Other reserves
  
9,932,689
9,932,689

Profit and loss account brought forward
  
(1,849,063)
(1,826,401)

Loss for the year

  

(377,303)
(22,662)

Profit and loss account carried forward
  
(2,226,366)
(1,849,063)

  
51,462,789
51,832,165


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



S M Roberts
Director

Date: 25 October 2024

The notes on pages 16 to 30 form part of these financial statements.

Page 12

 
GLASSWALL HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


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

£
£
£
£
£

At 1 April 2023
114,338
43,634,201
9,932,689
(50,490,967)
3,190,261



Loss for the year
-
-
-
(2,974,898)
(2,974,898)

Shares issued during the year
156
8,809
-
-
8,965

Shares redeemed during the year
(42)
(996)
-
-
(1,038)


At 31 March 2024
114,452
43,642,014
9,932,689
(53,465,865)
223,290



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


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

£
£
£
£
£

At 1 April 2022
106,175
40,190,003
9,932,689
(46,587,872)
3,640,995



Loss for the year
-
-
-
(3,903,095)
(3,903,095)

Shares issued during the year
8,163
3,444,198
-
-
3,452,361


At 31 March 2023
114,338
43,634,201
9,932,689
(50,490,967)
3,190,261


The notes on pages 16 to 30 form part of these financial statements.

Page 13

 
GLASSWALL HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


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

£
£
£
£
£

At 1 April 2023
114,338
43,634,201
9,932,689
(1,849,063)
51,832,165



Loss for the year
-
-
-
(377,303)
(377,303)

Shares issued during the year
156
8,809
-
-
8,965

Shares redeemed during the year
(42)
(996)
-
-
(1,038)


At 31 March 2024
114,452
43,642,014
9,932,689
(2,226,366)
51,462,789



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


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

£
£
£
£
£

At 1 April 2022
106,175
40,190,003
9,932,689
(1,826,401)
48,402,466



Loss for the year
-
-
-
(22,662)
(22,662)

Shares issued during the year
8,163
3,444,198
-
-
3,452,361


At 31 March 2023
114,338
43,634,201
9,932,689
(1,849,063)
51,832,165


The notes on pages 16 to 30 form part of these financial statements.

Page 14

 
GLASSWALL HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(2,974,898)
(3,903,095)

Adjustments for:

Amortisation of intangible assets
3,560
77,252

Depreciation of tangible assets
48,472
62,792

Loss on disposal of tangible assets
1,088
10,512

Interest paid
501,691
354

Interest received
(150,317)
-

Taxation charge
(1,306,133)
(1,161,290)

Decrease in debtors
51,642
1,357,788

(Decrease)/increase in creditors
(407,921)
137,912

Corporation tax received
1,306,133
1,161,290

Net cash generated from operating activities

(2,926,683)
(2,256,485)


Cash flows from investing activities

Purchase of tangible fixed assets
(34,006)
(18,372)

Sale of tangible fixed assets
1,131
-

Interest received
150,317
-

Net cash from investing activities

117,442
(18,372)

Cash flows from financing activities

Issue of ordinary shares
8,965
3,452,361

Purchase of ordinary shares
(1,038)
-

New secured loans
5,000,000
-

Interest paid
(501,691)
(354)

Net cash used in financing activities
4,506,236
3,452,007

Net increase in cash and cash equivalents
1,696,995
1,177,150

Cash and cash equivalents at beginning of year
4,315,075
3,137,925

Cash and cash equivalents at the end of year
6,012,070
4,315,075


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
6,012,070
4,315,075

6,012,070
4,315,075


Page 15

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Glasswall Holdings Limited is a private limited company limited by shares, incorporated in England and
Wales. The address of the registered office is 85 Great Portland Street, London, W1W 7LT.
The company's principal activity is that of a holding company, and the group`s principal activity continued to be the design, production and marketing of computer software.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have been prepared on the going concern basis, which is dependent on the successful development and marketing of new products, and the ability of the group to raise funds to support this. The group obtained a £5m loan in the year to finance the next stage of the group's business plan, which is to continue to market and deliver the product for sale. The group is confident the loan will be sufficient to finance the company for the next few years and therefore the directors expect the group to continue as a going concern for the foreseeable future.

Page 16

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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

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

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. 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.
The group also claims research and development tax credits in respect of this expenditure and
any refunds received are recognised on receipt of the funds.

 
2.7

Interest income

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

Page 18

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

Page 19

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.12

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in and loans to subsidiaries are measured at cost less accumulated impairment. 
Investments are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 20

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of  financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The company has made key assumptions and estimates in order to consider the carrying value of investments and any impairment that may be required as further described in note 2.14. For the year ended 31 March 2024 the company does not consider that any impairment is required based on the business plan and financial forecasts prepared for its subsidiary undertakings, as they continue to successfully develop and market new products. 

Page 21

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

The whole of the turnover is attributable to the group's principal business activity.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
513,390
453,532

Europe
104,541
186,692

Rest of the world
7,038,840
6,558,020

7,656,771
7,198,244



5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
36,589
(36,391)


6.


Auditors' remuneration

2024
2023
£
£

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
16,280
14,725

Page 22

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Employees

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


Group
Group
2024
2023
£
£


Wages and social security costs
7,434,441
7,269,903

Cost of defined contribution scheme
271,331
262,167

7,705,772
7,532,070


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Directors
7
8
7
8



Employees
73
67
-
-

80
75
7
8


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
612,294
618,815

Group contributions to defined contribution pension schemes
18,333
17,500

630,627
636,315


During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £266,667 (2023 - £250,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2023 - £10,000).

Page 23

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Interest receivable

2024
2023
£
£


Other interest receivable
150,317
-

150,317
-


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
501,691
-

Other interest payable
-
354

501,691
354


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(1,308,661)
(1,195,340)

Foreign tax


Foreign tax on income for the year
2,528
34,050

Total current tax
(1,306,133)
(1,161,290)

Factors affecting tax charge for the year

The tax credit represents a research and development credit received relating to the previous year.

 


Factors that may affect future tax charges

The group has taxable losses carried forward to future years amounting to £43,533,201 (2023: £39,408,981).
The group expects to submit a research and development tax claim in relation to expenditure incurred in the year ended 31 March 2024 and any refund due will be recognised in next year's accounts.
 

Page 24

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Intangible assets

Group and Company





Patents and Intellectual Property

£



Cost


At 1 April 2023
512,628



At 31 March 2024

512,628



Amortisation


At 1 April 2023
509,068


Charge for the year
3,560



At 31 March 2024

512,628



Net book value



At 31 March 2024
-



At 31 March 2023
3,560



Page 25

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Tangible fixed assets

Group






Computer Equipment

£



Cost or valuation


At 1 April 2023
184,957


Additions
34,006


Disposals
(14,101)



At 31 March 2024

204,862



Depreciation


At 1 April 2023
120,160


Charge for the year 
48,472


Disposals
(11,882)



At 31 March 2024

156,750



Net book value



At 31 March 2024
48,112



At 31 March 2023
64,797

Page 26

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
50,763,413


Additions
2,860,467



At 31 March 2024
53,623,880





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Glasswall Solutions Limited
United Kingdom
Design, production and marketing of computer software
Ordinary
100%
Glasswall (IP) Limited
United Kingdom
Protection of intellectual property
Ordinary
100%
Glasswall Solutions Inc.
USA
Sale and marketing of computer software
Ordinary
100%
Glasswall Nominees Limited
United Kingdom
Dormant
Ordinary
100%
Glasswall Support Services Inc.
USA
Sale and marketing of computer software
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

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

Glasswall Solutions Limited
641,933
(2,251,574)

Glasswall (IP) Limited
18,268
(124,518)

Glasswall Solutions Inc.
1,987,343
41,661

Glasswall Nominees Limited
1
-

Glasswall Support Services Inc.
(263,164)
(263,164)

Page 27

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
443,300
149,533
-
-

Other debtors
46,094
80,552
1,029
719

Prepayments and accrued income
546,989
857,940
-
-

1,036,383
1,088,025
1,029
719



16.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
6,012,070
4,315,075
2,820,075
1,074,384

6,012,070
4,315,075
2,820,075
1,074,384



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
167,411
306,520
-
-

Amounts owed to group undertakings
-
-
101,029
1

Other taxation and social security
216,945
169,928
-
-

Other creditors
56,744
47,369
-
-

Accruals and deferred income
1,596,831
1,757,379
45,822
6,350

2,037,931
2,281,196
146,851
6,351


Page 28

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
4,835,344
-
4,835,344
-

4,835,344
-
4,835,344
-


During the year, the group borrowed £5m from the bank. The loan is repayable in June 2026 with an annual interest rate of 5.75% over Bank of England Base Rate payable. Issue costs of £217,800 were incurred, which have been deducted from the initial carrying value and will be charged to profit and loss as part of the interest charge calculated using the effective interest rate method.


19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£



Amounts falling due 2-5 years

Bank loans
4,835,344
-
4,835,344
-


4,835,344
-
4,835,344
-


Page 29

 
GLASSWALL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



11,415,587 (2023 - 11,400,587) Ordinary shares of £0.01 each
114,156
114,006
296 (2023 - 332) B Ordinary shares of £1.00 each
296
332

114,452

114,338


During the year 15,000 Ordinary £0.01 shares, were alloted and fully paid in various tranches for a total consideration of £7,500.  On 8 November 2023, 6 B Ordinary £1 shares were alloted and fully paid for a consideration of £1,465. On 4 January 2024, the company bought back 42 B Ordinary £1 shares with a total consideration of £1,038.


21.


Share-based payments

The group has two existing share option schemes designed to reward directors, key employees and consultants. 
As at 31 March 2024 385,400 
(2023: 438,840) share options were outstanding on the unapproved scheme with a weighted average exercise price of £13.36 (2023: £11.07).
As at 31 March 2024 3,204 (2023: 2,793) share options were outstanding on the approved scheme with a weighted average exercise price of £1.00.


22.


Pension commitments

The group operates defined contribution pension schemes. The scheme's assets are held separately from those of the group in independently administered funds. The pension charge represents contributions payable by the group to the funds and amounted to £271,331 (2023: £262,167). Outstanding contributions at the year end were £47,053 (2023: £36,037).


23.


Post balance sheet events

There have been no significant events affecting the company since year end.


24.


Controlling party

There is no one controlling party.

 
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