IRIS Accounts Production v24.3.2.46 07783919 Board of Directors 1.4.23 31.3.24 31.3.24 true false true false false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh077839192023-03-31077839192024-03-31077839192023-04-012024-03-31077839192022-03-31077839192022-04-012023-03-31077839192023-03-3107783919ns15:EnglandWales2023-04-012024-03-3107783919ns14:PoundSterling2023-04-012024-03-3107783919ns10:Director12023-04-012024-03-3107783919ns10:PrivateLimitedCompanyLtd2023-04-012024-03-3107783919ns10:SmallEntities2023-04-012024-03-3107783919ns10:AuditExempt-NoAccountantsReport2023-04-012024-03-3107783919ns10:SmallCompaniesRegimeForDirectorsReport2023-04-012024-03-3107783919ns10:SmallCompaniesRegimeForAccounts2023-04-012024-03-3107783919ns10:FullAccounts2023-04-012024-03-310778391912023-04-012024-03-3107783919ns10:Director22023-04-012024-03-3107783919ns10:Director32023-04-012024-03-3107783919ns10:Director52023-04-012024-03-3107783919ns10:CompanySecretary12023-04-012024-03-3107783919ns10:RegisteredOffice2023-04-012024-03-3107783919ns5:CurrentFinancialInstruments2024-03-3107783919ns5:CurrentFinancialInstruments2023-03-3107783919ns5:Non-currentFinancialInstruments2024-03-3107783919ns5:Non-currentFinancialInstruments2023-03-3107783919ns5:ShareCapital2024-03-3107783919ns5:ShareCapital2023-03-3107783919ns5:SharePremium2024-03-3107783919ns5:SharePremium2023-03-3107783919ns5:CapitalRedemptionReserve2024-03-3107783919ns5:CapitalRedemptionReserve2023-03-3107783919ns5:FurtherSpecificReserve2ComponentTotalEquity2024-03-3107783919ns5:FurtherSpecificReserve2ComponentTotalEquity2023-03-3107783919ns5:RetainedEarningsAccumulatedLosses2024-03-3107783919ns5:RetainedEarningsAccumulatedLosses2023-03-3107783919ns5:ComputerSoftware2023-04-012024-03-310778391912023-04-012024-03-310778391922023-04-012024-03-310778391932023-04-012024-03-310778391942023-04-012024-03-3107783919ns5:ComputerSoftware2023-03-3107783919ns5:ComputerSoftware2024-03-3107783919ns5:ComputerSoftware2023-03-3107783919ns5:LandBuildingsns5:ShortLeaseholdAssets2023-03-3107783919ns5:FurnitureFittings2023-03-3107783919ns5:ComputerEquipment2023-03-3107783919ns5:LandBuildingsns5:ShortLeaseholdAssets2023-04-012024-03-3107783919ns5:FurnitureFittings2023-04-012024-03-3107783919ns5:ComputerEquipment2023-04-012024-03-3107783919ns5:LandBuildingsns5:ShortLeaseholdAssets2024-03-3107783919ns5:FurnitureFittings2024-03-3107783919ns5:ComputerEquipment2024-03-3107783919ns5:LandBuildingsns5:ShortLeaseholdAssets2023-03-3107783919ns5:FurnitureFittings2023-03-3107783919ns5:ComputerEquipment2023-03-3107783919ns5:CostValuation2023-03-3107783919ns5:Subsidiary22023-04-012024-03-3107783919ns5:Subsidiary232023-04-012024-03-3107783919ns5:WithinOneYearns5:CurrentFinancialInstruments2024-03-3107783919ns5:WithinOneYearns5:CurrentFinancialInstruments2023-03-3107783919ns5:BetweenOneTwoYearsns5:Non-currentFinancialInstruments2024-03-3107783919ns5:BetweenOneTwoYearsns5:Non-currentFinancialInstruments2023-03-3107783919ns10:Director222023-03-3107783919ns10:Director222022-03-3107783919ns10:Director222023-04-012024-03-3107783919ns10:Director222022-04-012023-03-3107783919ns10:Director222024-03-3107783919ns10:Director222023-03-31
REGISTERED NUMBER: 07783919 (England and Wales)















UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024

FOR

NOVAFORI LTD.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024




Page

Company Information 1

Statement of Financial Position 2

Notes to the Financial Statements 4


NOVAFORI LTD.

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2024







DIRECTORS: P A Bird
M J Botha
A C Parker
A M Butcher





SECRETARY: OHS Secretaries Limited





REGISTERED OFFICE: Unit 201, Second Floor
Metroline House
118-122 College Road
Harrow
Middlesex
HA1 1BQ





REGISTERED NUMBER: 07783919 (England and Wales)





ACCOUNTANTS: EV Accountants Limited
Chartered Accountants
Unit 201, Second Floor
Metroline House
118-122 College Road
Harrow
Middlesex
HA1 1BQ

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

STATEMENT OF FINANCIAL POSITION
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 2,316,563 829,090
Tangible assets 5 22,264 40,920
Investments 6 2,520 2,520
2,341,347 872,530

CURRENT ASSETS
Debtors 7 1,034,325 1,864,723
Cash at bank and in hand 295,492 1,122,196
1,329,817 2,986,919
CREDITORS
Amounts falling due within one year 8 2,099,706 1,842,016
NET CURRENT (LIABILITIES)/ASSETS (769,889 ) 1,144,903
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,571,458

2,017,433

CREDITORS
Amounts falling due after more than one
year

9

12,487

22,367
NET ASSETS 1,558,971 1,995,066

CAPITAL AND RESERVES
Called up share capital 12 19,715 19,715
Share premium 9,692,731 9,692,731
Capital redemption reserve 8,697 8,697
Share-based payment reserve 358,322 358,322
Retained earnings (8,520,494 ) (8,084,399 )
1,558,971 1,995,066

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2024 in accordance with Section 476 of the Companies Act 2006.

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.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

STATEMENT OF FINANCIAL POSITION - continued
31 MARCH 2024


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 December 2024 and were signed on its behalf by:





M J Botha - Director


NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1. STATUTORY INFORMATION

Novafori Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
These financial statements have been prepared on the going concern basis. The Directors have reviewed the Company's going concern position taking account of its current business activities, budgeted performance and the factors likely to affect its future development. These factors include the Company's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposure to credit and liquidity risks.

The Directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements which demonstrate that the Company can operate within its existing cash resources.

Although risks remain, such as a lack of recovery in the general economic environment, and possible reductions in capital spending on technology by clients, the company is well placed to benefit from the increased focus on digital e-commerce in a post-pandemic world.

Preparation of consolidated financial statements
The financial statements contain information about Novafori Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover
Turnover represents the total value of work done, excluding value added tax, of sales made during the year and derives from the provision of services falling within the Company's ordinary activities.

Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. Where a contract has only been partially completed at the statement of financial position date, turnover represents the value of the service provided to date based on a proportion of the total contract value. Where payments have been 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.

Services provided can include recoverable expenses incurred by contractors where the company acts as principal.

In some circumstances, turnover might arise on a sale of intellectual property rights in developed software for a fixed fee to a customer. Turnover is recorded when risks and rewards are transferred to a customer, which is on delivery of the copy of the software to a customer, together with preparatory documentation.

Intangible assets
Computer software
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. The capitalised development costs are subsequently amortised to ‘administrative expenses’ on a straight line basis over their expected useful economic lives, which range from 5 to 6 years. Amortisation begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be usable in the manner intended by management.

The expected useful economic life of development costs are estimated based on business plans which set out the development plan and time to market for the associated project.

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.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at historical cost less accumulated depreciation . 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 provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements-Straight line over 50 years
Fixtures and fittings-33% on cost
Computer equipment-33% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost, less provision for impairment.

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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the statement of financial position date.

Research and development tax credit
The Company may be entitled to claim tax allowances in relation to qualifying research and development expenditure (e.g. R&D tax credits). The Company accounts for such allowances as tax credits, which means that they are recognised when it is probable that the benefit will flow to the Company and that benefit can be reliably measured. R&D tax credits reduce current tax expense and, to the extent the amounts due in respect of them are not settled by the balance sheet date, reduce current tax payable.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

2. ACCOUNTING POLICIES - continued

Share-based payments
The Company issues equity-settled share-based payments to certain employees and these payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of the 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 the Black Scholes pricing model. 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.

The value of share-based payment is taken directly to reserves and the charge or credit for the year is recorded in the income statement.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 37 (2023 - 38 ) .

4. INTANGIBLE FIXED ASSETS
Computer
software
£   
COST
At 1 April 2023 829,090
Additions 1,487,473
At 31 March 2024 2,316,563
NET BOOK VALUE
At 31 March 2024 2,316,563
At 31 March 2023 829,090

The company has capitalised costs relating to the development of an IT platform which will be used to generate new revenue. The company meets the criteria for capitalisation of such software which includes technical feasibility, reliability to measure directly attributable costs, ability to use or sell the product and generate probable future economic benefits and existence of technical, financial and other resources to complete and subsequently use or sell the product.

The capitalised IT platform costs will be subsequently amortised to ‘administrative expenses’ on a straight line basis over their expected useful economic lives, which range from 5 to 6 years. Amortisation begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be usable in the manner intended by management.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

5. TANGIBLE FIXED ASSETS
Fixtures
Leasehold and Computer
improvements fittings equipment Totals
£    £    £    £   
COST
At 1 April 2023 136,789 71,562 386,600 594,951
Additions - - 5,321 5,321
At 31 March 2024 136,789 71,562 391,921 600,272
DEPRECIATION
At 1 April 2023 136,789 66,558 350,684 554,031
Charge for year - 3,458 20,519 23,977
At 31 March 2024 136,789 70,016 371,203 578,008
NET BOOK VALUE
At 31 March 2024 - 1,546 20,718 22,264
At 31 March 2023 - 5,004 35,916 40,920

Leasehold improvements include office refurbishment.

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2023
and 31 March 2024 2,520
NET BOOK VALUE
At 31 March 2024 2,520
At 31 March 2023 2,520

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:


NovaFori Spain S.L.
Registered office: Camino Del Angel, S/N-Business Center, Marbella, Malaga, 29660, Spain
Nature of business: Software development
%
Class of shares: holding
Ordinary 100.00

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 33,380 439,932
Amounts owed by group undertakings 216,887 94,530
Other debtors 58,565 262,849
Directors' current accounts - 8,609
Prepayments and accrued income 725,493 1,058,803
1,034,325 1,864,723

All amounts shown under debtors fall due for payment within one year.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts (see note 10) 9,950 9,950
Trade creditors 721,484 730,222
Social security and other taxes 193,797 344,694
VAT 127,150 109,343
Other creditors 39,550 51,020
Accruals and deferred income 1,007,775 596,787
2,099,706 1,842,016

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Bank loans (see note 10) 12,487 22,367

10. LOANS

An analysis of the maturity of loans is given below:

2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans 9,950 9,950

Amounts falling due between one and two years:
Bank loans - 1-2 years 12,487 22,367

11. LEASING AGREEMENTS
At the year end, the Company had total minimum future lease commitments under non-cancellable operating leases as set out below:

Land and buildings
2024 2023
Company £    £   
Expiry date: 26 August 2024
Within one year 52,542 126,100
In two to five years 0 52,542
Total 52,542 178,642

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number: Class: Nominal 2024 2023
value: £ £
196,714,109 Ordinary £0.0001 19,671 19,671
289,277 A4 Ordinary £0.0001 30 30
144,634 A6 Ordinary £0.0001 14 14
19,715 19,715

All shares rank equally in terms of voting rights and rights to distributions.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

13. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 March 2024 and 31 March 2023:

2024 2023
£    £   
P A Bird
Balance outstanding at start of year 8,609 25,000
Amounts repaid (8,609 ) (16,391 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 8,609

14. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

15. ULTIMATE CONTROLLING PARTY

As at 31 March 2024, the Directors regarded that there was no one controlling party.

NOVAFORI LTD. (REGISTERED NUMBER: 07783919)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

16. SHARE-BASED PAYMENT TRANSACTIONS

Equity-settled share option scheme
The Company has share option schemes for certain employees. Options are exercisable at a price equal to the fair value of the Company's shares on the date of the grant. The vesting period is four years and the options can be exercised if either an Exercise Trigger occurs, there has been no Exercise Trigger by the date falling six months before the tenth anniversary of the Date of Grant, or the Directors, in their absolute discretion, determine that an option may be exercised at any other time and in any other circumstances. If the options remain unexercised after a period of ten years from the date of the grant the options expire. Options are forfeited if the employee leaves the Company before the options vest.

Details of the share options outstanding during the year are as follows:




Weighted
average
exercise
price (pence



)



Number
Weighted
average
exercise
price (pence



)



Number
2024202420232023
£   £   
Outstanding at the beginning of the year0.5267,1320.5267,132
Forfeited during the year0.52-0.52-
Outstanding at the end of the year67,13267,132

No options were granted, exercised or expired during 2024 or 2023. The exercise price of options outstanding at the end of the year was 52.00p (2023 - 52.00p) and their weighted average contractual life was 2 years (2023 - 2 years).

The share-based remuneration expense comprises:

20242023
£   £   
Equity-settled schemes--

Employee share option scheme
The company has granted EMI share options to certain employees at an exercise price of £0.01 per share share.


Exercise
price (pence

)

Number
Exercise
price (pence

)

Number
2024202420232023
£   £   
Outstanding at the beginning of the year0.019,768,6160.019,768,616
Issued during the year0.01-0.01-
Forfeited during the year0.01(345,358)0.01-
Outstanding at the end of the year9,423,2589,768,616

The company has granted EMI share options to certain employees at an exercise price of £0.05 per share share.


Exercise
price (pence

)

Number
Exercise
price (pence

)

Number
2024202420232023
£   £   
Outstanding at the beginning of the year0.054,150,0000.05-
Issued during the year0.055,650,0000.055,150,000
Forfeited during the year0.05(1,450,000)0.05(1,000,000)
Outstanding at the end of the year8,350,00004,150,000

The Company did not enter into any share-based payment transactions with parties other than employees during the current or previous periods.