Company No:
Contents
DIRECTORS | A C Arnold (Resigned 23 January 2024) |
F A A Rosique | |
M E De Kreij (Resigned 30 January 2024) | |
R M Hughes | |
S J Searle | |
C M Tyas | |
P G Von Stauffenberg |
REGISTERED OFFICE | Spaces Avon House |
Avonmore Road | |
London | |
W14 8TS | |
United Kingdom |
COMPANY NUMBER | 11568157 (England and Wales) |
ACCOUNTANT | Gravita Business Services Limited |
Aldgate Tower | |
2 Leman Street | |
London | |
E1 8FA | |
United Kingdom |
Note | 2023 | 2022 | ||
£ | £ | |||
Fixed assets | ||||
Tangible assets | 3 |
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Investments | 4 |
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6,540,263 | 4,095,498 | |||
Current assets | ||||
Debtors | 5 |
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Cash at bank and in hand |
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805,751 | 1,354,025 | |||
Creditors: amounts falling due within one year | 6 | (
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Net current assets | 114,444 | 1,127,947 | ||
Total assets less current liabilities | 6,654,707 | 5,223,445 | ||
Creditors: amounts falling due after more than one year | 7 | (
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Provision for liabilities | (
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Net assets |
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Capital and reserves | ||||
Called-up share capital |
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Share premium account |
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Other reserves |
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Profit and loss account | (
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Total shareholders' funds |
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Directors' responsibilities:
The financial statements of Greenback Recycling Technologies Limited (registered number:
P G Von Stauffenberg (CEO)
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Greenback Recycling Technologies Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Spaces Avon House, Avonmore Road, London, W14 8TS, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the Company is in its development phase and significantly investing in the research and development of recycling technologies from which future revenue is expected. The Company has raised capital through convertible loans post year end. The directors note that the Company is partially reliant on future funding, and although no assurances can be given, management are confident that it will be successful in these efforts given its track record of raising funding historically.
The directors are of the opinion that the matters described above are material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. However, the directors have a reasonable expectation that the Company will be successful in its fundraising efforts and the directors can minimise discretionary spend and scale back activity if required. Therefore, the directors have a reasonable expectation that the Company will continue in operational existence for the for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Turnover represents charges to group companies. Turnover from the supply of these services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of an appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so 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.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Research expenditure is written off against profits or losses in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Computer equipment |
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The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Investments in subsidiaries are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably.
Other investments are measured at cost less impairment.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.
Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.
2023 | 2022 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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In addition to the above, there are 4 (2022: 4) directors in the business and the Company also uses contractors to service the business.
Computer equipment | Total | ||
£ | £ | ||
Cost | |||
At 01 January 2023 |
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Additions |
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At 31 December 2023 |
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Accumulated depreciation | |||
At 01 January 2023 |
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Charge for the financial year |
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At 31 December 2023 |
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Net book value | |||
At 31 December 2023 |
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At 31 December 2022 |
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2023 | 2022 | ||
£ | £ | ||
Subsidiary undertakings |
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Participating interests |
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Other investments and loans |
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6,534,042 | 4,087,737 |
Investments in subsidiaries
2023 | |
£ | |
Cost | |
At 01 January 2023 |
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Additions |
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At 31 December 2023 |
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Provisions for impairment | |
At 01 January 2023 |
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Impairment |
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At 31 December 2023 |
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Carrying value at 31 December 2023 |
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Carrying value at 31 December 2022 |
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Investments in associates | Loans | Total | |||
£ | £ | £ | |||
Cost or valuation before impairment | |||||
At 01 January 2023 |
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Additions |
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Accrued interest |
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0 | 0 | 0 | 0 | ||
At 31 December 2023 |
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Carrying value at 31 December 2023 |
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Carrying value at 31 December 2022 |
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The directors have considered the carrying value of investments held at 31 December 2023 and based on market conditions and the future plans for the businesses at this date, the directors believe the carrying values are appropriate.
Investments in shares
Name of entity | Registered office | Principal activity | Class of shares |
Ownership 31.12.2023 |
Ownership 31.12.2022 |
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Gibson House 2 Lancaster Way, Ermine Business Park, Huntingdon, Cambridgeshire, United Kingdom, PE29 6XU | Recovery of sorted materials |
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Rio Totolica #31, Col. Parque Industrial Naucalpan, Naucalpan Edo. Mex. CP 53489 | Recycling of raw materials |
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Morellstraße 33, 86159 Augsburg, Germany | Recycling of raw materials |
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Calle 30 de Septiembre #114, Col. Hermenegildo Galeana, CP 62743, Cuautla, Morelos, Mexico | Management of non hazardous waste |
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Naucalpan Industrial Park, Totolica River 31, Industrial Tlatilco 2, 53489 Naucalpan de Juarez, Mex., Mexico | Asset management company |
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2023 | 2022 | ||
£ | £ | ||
Corporation tax |
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Other debtors |
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2023 | 2022 | ||
£ | £ | ||
Trade creditors |
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Other taxation and social security |
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Other creditors |
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2023 | 2022 | ||
£ | £ | ||
Other creditors |
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Pensions
The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
2023 | 2022 | ||
£ | £ | ||
Unpaid contributions due to the fund (inc. in other creditors) |
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Contingent liabilities
The Company has a contingent liability of £823,856 (2022: £584,268) in relation to dividends on preference shares which are payable upon an exit event.
No amounts have been recognised in the financial statement with regards to these contingent liabilities in accordance with FRS 102 as the liabilities are based on the occurrence of uncertain future events.
Remuneration of £96,325 (2022: £75,000) was paid to the directors during the year. The share based payments expense related to directors for the year was £Nil (2022: £175,023). The directors are the only key management personnel of the Company.
Included within other debtors is £4,856 (2022: £5,429) owed by the directors. Interest income of £Nil (2022: £3,870) has been charged during the year. Also included within other creditors is £Nil (2022: £500,000) owed to a director.
At the year end, a loan of £194,293 (2022: £166,183) provided to the subsidiary is included within other investments. Interest income of £1,319 (2022: £2,079) has been accrued on the loan during the year.
Included within other investments is a convertible loan of £1,212,675 (2022: £1,157,425) provided to Enval Limited, an associate company in which the Company has a 38% share of ownership. Interest income of £55,250 (2022: £43,110) has been accrued on the loan during the year.
During the year, Solidus Partners LLP, a partnership with a partner/director in common, recharged expenses of £107,700 (2022: £75,297) to the Company. At the year end, the Company owed £6,042 (2022: £6,720) to Solidus Partners LLP.
The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the group.
The director, P G Von Stauffenberg, is the ultimate controlling party by virtue of his voting rights.