REGISTERED NUMBER: |
Unaudited Financial Statements |
For The Year Ended 31st January 2024 |
for |
Ebru Evrim Limited |
REGISTERED NUMBER: |
Unaudited Financial Statements |
For The Year Ended 31st January 2024 |
for |
Ebru Evrim Limited |
Ebru Evrim Limited (Registered number: 11749097) |
Contents of the Financial Statements |
For The Year Ended 31st January 2024 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 4 |
Ebru Evrim Limited |
Company Information |
For The Year Ended 31st January 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Chartered Accountants |
4 Old Market Place |
Ripon |
North Yorkshire |
HG4 1EQ |
Ebru Evrim Limited (Registered number: 11749097) |
Balance Sheet |
31st January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
CURRENT ASSETS |
Stocks |
Debtors | 5 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Share premium | 10 |
Convertible loan note reserve | 10 |
Retained earnings | 10 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
Ebru Evrim Limited (Registered number: 11749097) |
Balance Sheet - continued |
31st January 2024 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements |
For The Year Ended 31st January 2024 |
1. | STATUTORY INFORMATION |
Ebru Evrim Limited is a |
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 |
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows: |
Sale of goods |
Turnover from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually when the customer pays for the goods. |
Rendering of services |
Revenue for monthly membership or subscriptions is recognised at the start of the period of membership or subscription. Revenue for membership or subscriptions that relates to a period of more than one month is recognised on a straight-line basis over the period to which the membership or subscription relates. Payments received in advance are reported as deferred income at the end of the reporting period. |
Revenue for an event is recognised when the event takes place. Payments received in advance and related costs paid in advance for an event that has not taken place at the end of the reporting period are reported as deferred income and prepayments respectively. |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. |
An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income, and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss. |
Depreciation |
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the |
useful economic life of that asset as follows: |
Leasehold improvements - 10% reducing balance |
Pilates & gym equipment - 25% reducing balance |
Fixtures & fittings - 25% reducing balance |
Motor vehicles - 25% reducing balance |
Computer equipment - 33% straight line |
Impairment of fixed assets |
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being |
estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. |
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an |
individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. |
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition |
date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the |
combination, irrespective of whether other assets or liabilities of the company are assigned to those units. |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. |
Finance leases and hire purchase contracts |
Assets held under finance leases and hire purchase contracts are recognised in the balance sheet as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. |
Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability. |
Government grants |
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. |
Government grants are recognised using the accrual model and the performance model |
. |
Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. |
Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. |
Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability. |
Financial instruments and borrowings |
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
. |
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. |
Compound financial instruments, being those that contain both a liability and an equity element, do not satisfy the criteria of FRS 102 section 11 to be recognised as basic financial instruments, therefore compound financial instruments are accounted for in accordance with section 12 of FRS 102. The convertible loan notes issued by the company have been accounted for as compound financial instruments, with the instruments being split between their debt component and the equity element. The debt element is determined at the net present value of the principal and interest payments over the term of the loan discounted at a market rate of interest. The equity element is determined as the initial proceeds received for the issue of the financial instrument less the initial value of the debt element recognised. The equity element is disclosed as the convertible loan note reserve. |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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. |
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. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | TANGIBLE FIXED ASSETS |
Pilates & | Fixtures |
Leasehold | gym | and |
improvement | equipment | fittings |
£ | £ | £ |
COST |
At 1st February 2023 | 405,898 | 43,226 | 4,702 |
Additions |
Reclassification/transfer | ( |
) |
At 31st January 2024 |
DEPRECIATION |
At 1st February 2023 |
Charge for year |
At 31st January 2024 |
NET BOOK VALUE |
At 31st January 2024 |
At 31st January 2023 |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
4. | TANGIBLE FIXED ASSETS - continued |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1st February 2023 | 39,995 | 6,838 | 500,659 |
Additions |
Reclassification/transfer | ( |
) |
At 31st January 2024 |
DEPRECIATION |
At 1st February 2023 |
Charge for year |
At 31st January 2024 |
NET BOOK VALUE |
At 31st January 2024 |
At 31st January 2023 |
Fixed assets, included in the above, which are held under hire purchase contracts and finance leases are as follows: |
Leasehold | Motor |
improvement | vehicles | Totals |
£ | £ | £ |
COST |
At 1st February 2023 |
Additions | 52,387 |
At 31st January 2024 | 52,387 |
DEPRECIATION |
At 1st February 2023 | - |
Charge for year | 4,714 |
Reclassification/transfer | 5,238 |
At 31st January 2024 | 9,952 |
NET BOOK VALUE |
At 31st January 2024 | 42,435 |
At 31st January 2023 | - |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.1.24 | 31.1.23 |
£ | £ |
Trade debtors |
Directors' current accounts |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.1.24 | 31.1.23 |
£ | £ |
Bank loans and overdrafts |
Hire purchase contracts and finance leases (see note 8) |
Trade creditors |
Social security and other taxes |
VAT |
Other creditors |
Cumbria Community Loan 1 | 7,360 | 6,532 |
Cumbria Community Loan 2 |
Loan - AFD & VJW Roberts | 54,219 | 7,219 |
3% fixed rate unsecured convertible loan notes 2020 |
40,000 |
40,000 |
3% fixed rate unsecured convertible loan notes 2019 |
10,300 |
10,300 |
3% fixed rate unsecured convertible loan notes 2021 |
5,000 |
- |
Loan - D J Crossley | 10,000 | - |
Guernsey Investments Limited facility loans |
Directors' current accounts |
Accruals and deferred income |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.1.24 | 31.1.23 |
£ | £ |
Bank loans - 1-2 years |
Hire purchase contracts and finance leases (see note 8) |
3% fixed rate unsecured convertible loan notes 2021 |
Cumbria Community Loan 1 | 6,248 | 14,437 |
7.5% fixed rate unsecured convertible loan notes 2022 |
138,350 |
138,350 |
7.5% fixed rate unsecured loan notes 2023 | 138,517 | 138,517 |
Cumbria Community Loan 2 | 40,561 | - |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
In the year ended 31st January 2023, the company issued a series of convertible loan notes. |
The 7.5% fixed rate unsecured convertible loan notes 2022 were issued on 8 November 2022 for the principal amount of £150,00. The 7.5% fixed rate unsecured convertible loan notes 2023 were issued on 16 January 2023 for the principal amount of £150,182. The terms of these financial instruments are the same and the key terms are: the loan notes may be redeemed by the company at any time; are otherwise redeemable on the third anniversary of the date of issue unless previously triggered by redemption events set out in the loan note instrument; the loan note holders may, prior to the third anniversary of the issue due, convert the loan notes into Ordinary shares as the rate of 10 Notes to 1 Ordinary Share; interest accrues daily on the loan notes at the rate of 7.5% per annum for the first twelve months and at 9.5% per annum thereafter; interest is paid every six months. |
3% fixed rate unsecured convertible loan notes were issued on 1 March 2020 for the principal amount of £42,300, 2 August 2020 for £5,000, and 10 January 2021 for £8,000. The terms of these financial instruments are the same and the key terms are: the loan notes are redeemable on the third anniversary of issue or the loan note holder can convert into share capital at a share price of £2,000 per share; the interest rate is 3% per annum; interest payments are to be paid at the request of the loan note holder or at redemption of the loan note. |
8. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase contracts | Finance leases |
31.1.24 | 31.1.23 | 31.1.24 | 31.1.23 |
£ | £ | £ | £ |
Gross obligations repayable: |
Within one year |
Between one and five years |
Finance charges repayable: |
Within one year |
Between one and five years |
Net obligations repayable: |
Within one year |
Between one and five years |
Non-cancellable |
operating leases |
31.1.24 | 31.1.23 |
£ | £ |
Within one year |
Between one and five years |
Ebru Evrim Limited (Registered number: 11749097) |
Notes to the Financial Statements - continued |
For The Year Ended 31st January 2024 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.1.24 | 31.1.23 |
value: | £ | £ |
Ordinary | £1 | 201 | 194 |
10. | RESERVES |
Convertible |
Retained | Share | loan note |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1st February 2023 | ( |
) | (340,525 | ) |
Deficit for the year | ( |
) | ( |
) |
Cash share issue | - | 72,993 | - | 72,993 |
At 31st January 2024 | ( |
) | (645,816 | ) |
11. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31st January 2024 and 31st January 2023: |
31.1.24 | 31.1.23 |
£ | £ |
Balance outstanding at start of year | ( |
) |
Amounts advanced |
Amounts repaid | ( |
) | ( |
) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
Interest of 2% was charged for the period 1st February 2023 to 5th April 2023, and then interest was charged at a rate of 2.25% from 6th April 2023 to 31st January 2024. The loan is repayable on demand. |
12. | RELATED PARTY DISCLOSURES |
A family loan from the parents of one of the directors totals £54,219 (£7,219) as at 31st January 2024. The loan is repayable on demand, interest fee, and unsecured. |
The parents of one of the directors are the holders of £40,000 of the three year 3% fixed rate unsecured convertible loan notes 2020, £5,000 of the three year 3% fixed rate unsecured convertible loan notes 2021, and of the 7.5% fixed rate unsecured convertible loan notes 2023. |
A director, JWD Roberts, holds £10,300 of the three year 3% fixed rate unsecured convertible loan notes 2019. |