REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
NOVAFORI LTD. |
REGISTERED NUMBER: |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
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 |
Tangible assets | 5 |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Share premium |
Capital redemption reserve |
Share-based payment reserve |
Retained earnings | ( |
) | ( |
) |
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 were approved by the Board of Directors and authorised for issue on |
NOVAFORI LTD. (REGISTERED NUMBER: 07783919) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
Novafori Ltd. is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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. |
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. |
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 |
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 |
4. | INTANGIBLE FIXED ASSETS |
Computer |
software |
£ |
COST |
At 1 April 2023 |
Additions |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
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 |
Additions |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
Leasehold improvements include office refurbishment. |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: Camino Del Angel, S/N-Business Center, Marbella, Malaga, 29660, Spain |
Nature of business: |
% |
Class of shares: | holding |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Directors' current accounts | - | 8,609 |
Prepayments and accrued income |
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) |
Trade creditors |
Social security and other taxes |
VAT | 127,150 | 109,343 |
Other creditors |
Accruals and deferred income |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£ | £ |
Bank loans (see note 10) |
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 |
Amounts falling due between one and two years: |
Bank loans - 1-2 years |
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 |
£ | £ |
Balance outstanding at start of year |
Amounts repaid | ( |
) | ( |
) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
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 |
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 |
2024 | 2024 | 2023 | 2023 |
£ | £ |
Outstanding at the beginning of the year | 0.52 | 67,132 | 0.52 | 67,132 |
Forfeited during the year | 0.52 | - | 0.52 | - |
Outstanding at the end of the year | 67,132 | 67,132 |
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: |
2024 | 2023 |
£ | £ |
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 |
2024 | 2024 | 2023 | 2023 |
£ | £ |
Outstanding at the beginning of the year | 0.01 | 9,768,616 | 0.01 | 9,768,616 |
Issued during the year | 0.01 | - | 0.01 | - |
Forfeited during the year | 0.01 | (345,358 | ) | 0.01 | - |
Outstanding at the end of the year | 9,423,258 | 9,768,616 |
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 |
2024 | 2024 | 2023 | 2023 |
£ | £ |
Outstanding at the beginning of the year | 0.05 | 4,150,000 | 0.05 | - |
Issued during the year | 0.05 | 5,650,000 | 0.05 | 5,150,000 |
Forfeited during the year | 0.05 | (1,450,000 | ) | 0.05 | (1,000,000 | ) |
Outstanding at the end of the year | 8,350,0000 | 4,150,000 |
The Company did not enter into any share-based payment transactions with parties other than employees during the current or previous periods. |