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Registration number: 09588207

Everoze Partners Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 May 2024

 

Everoze Partners Limited

Contents

Company Information

1

Strategic Report

2 to 6

Directors' Report

7 to 8

Statement of Directors' Responsibilities

9

Independent Auditor's Report

10 to 12

Consolidated Profit and Loss Account

13

Consolidated Statement of Comprehensive Income

14

Consolidated Balance Sheet

15

Balance Sheet

16

Consolidated Statement of Changes in Equity

17 to 18

Statement of Changes in Equity

19

Consolidated Statement of Cash Flows

20 to 21

Notes to the Financial Statements

22 to 48

 

Everoze Partners Limited

Company Information

Directors

S J Bryars

J A Holt

R D Hodgetts

C A Morgan

R J Whiting

Registered office

22-24 Queen Square
Bristol
BS1 4ND

Auditors

ML Audit LLP
Statutory Auditors
Freshford House
Redcliffe Way
Bristol
BS1 6NL

 

Everoze Partners Limited

Strategic Report for the Year Ended 31 May 2024

The directors present their strategic report for the year ended 31 May 2024.

Fair review of the business

The business focus is helping to accelerate the transition to a decarbonised energy system. Services are provided across the following core areas:
• Technical Due Diligence: Working smarter to rapidly evaluate risk and opportunity.
• Project Support: Applying experienced eyes to improve asset performance and add value to project development.
• Strategic Support: Deploying effective people with the right industry know-how to address technical, commercial and strategic challenges.

Solar, onshore wind and offshore wind are at the core of the energy transition and the core of the business activities. In energy storage, the company’s expertise spans the wide range of technology options available, including batteries of multiple chemistries through to compressed and liquid air energy storage. Energy flexibility (‘flex’) is the ability of hardware and software to vary supply of, or demand for, energy in response to system, network or market signals. Everoze works with clients to identify and realise flex opportunities across the electricity, heat and transport sectors. Green Hydrogen is a rapidly growing industry and Everoze supports project developers with the challenges of integrating renewables with electrolysis.

The Everoze consultants are always in demand and we are recruiting across all the technology markets. The business is well diversified across different energy project technologies, different geographic markets and different client groups. Staff are primarily based in the UK, France and Spain, but cover energy projects across Europe and the globe. The business has also established a number of subsidiaries, further diversifying and widening the opportunity to have a significant impact on decarbonising the energy system.

As a key performance indicator of the business, EBITDA for the year was £5,622,691 (2023: £6,046,527), which is a decrease of 7.01% (2023: increase of 45.19%) compared to the previous 12 month period. This decrease is primarily attributable to a return to a normal operating margin as a particularly large and lucrative contract nears completion. Business profitability is a key indicator of growth in value of the business for the shareholders. This profitability and that of the previous year allowed the business to invest in further business diversification as discussed in the Key Decisions section of this Strategic Report.

Key decisions

The business made the following key decisions as part of its strategy to provide sustainable business growth.

International expansion
The business is committed to sustainable geographic expansion where the markets have a strong future outlook. During the year the business has initiated a review of opportunities in other European markets for establishing a local team. That work is still ongoing. In addition to that review the Skyray subsidiary has established a local team and legal entity in the UK to complement the teams operating from France and Portugal.

 

Everoze Partners Limited

Strategic Report for the Year Ended 31 May 2024

LiveDiligence
The business has committed further investment to LiveDiligence as a key shareholder of that business to support their strategy of delivering an online reporting platform for the due diligence process.

Employee share scheme review
The business operates a number of share schemes to promote employee ownership. A review of these schemes and their design to continue supporting that ownership model was completed with changes being implemented. This is part of the continuous process of adapting the business and its operating model to staying agile, well-governed and managed by its employees.

Principal risks and uncertainties

While the business is operating in a competitive market, the market is generally growing and providing more opportunities. The business needs to maintain sustainable growth in that environment while living by the core value of maintaining a high quality of consulting service for our clients. The key risks are summarised as:

Technology risk — Everoze operates in a fast moving environment and remains aware of changing technology, industry and trends.

Client risk — All technology teams continuously assess Everoze's competitive position in relation to price, client service and quality of delivery. Everoze looks to establish and maintain a long term partnership with all its clients through a highly dedicated team.

Staff risk — Everoze operates in a specialist and constantly growing sector and recruitment in the sector continues to remain competitive and challenging. Everoze continues to focus on employee well-being through a robust, adaptive, flexible and engaging work approach. In addition Everoze is focused on providing a competitive salary package alongside profit sharing and a route to company ownership.

Foreign exchange risk — Given Everoze has an increased international presence, changes in foreign exchange could impact the group. Everoze has in place robust controls over cashflow forecasting which provides a clear view of any potential foreign exchange impact. Everoze generates almost all revenue in GBP and EUR and maintains cash positions and manages cost exposure in both currencies to provide some hedging to any foreign exchange risk.

Tax risk — As Everoze grows, we operate in an increasingly complex international tax environment. We engage with appropriate tax advisors for support and guidance on matters for compliance where appropriate.

Liquidity risk — Liquidity is the risk of Everoze being unable to meet financial obligations as they are due. Client liquidation undoubtedly poses a risk to the business. The business manages this risk through a strong client take-on process in addition to robust credit control processes. Everoze continues to maintain a diversified client base ensuring there is no significant dependency on any client.

GDPR — The General Data Protection Regulation ("GDPR") came into effect for the United Kingdom and all EU member states as of 25 May 2018. Everoze continues to review and develop existing processes to ensure client and personal data is processed in line with GDPR requirements.

 

Everoze Partners Limited

Strategic Report for the Year Ended 31 May 2024

Future developments

The main future developments are discussed within the Key Decisions section of the Strategic Report above. In addition the Strategy is to grow through recruitment across all the core activities and technologies. Entrepreneurship is one of our core values and all employees are encouraged to spend time every year investigating and developing new ideas and opportunities.

Section 172(1) statement

The Board of Directors considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 May 2024; and in so having regard, amongst other matters to:

a) the likely consequences of any decision in the long term;
b) the interests of the group's employees;
c) the need to foster the group's business relationships with clients, suppliers and others;
d) the impact of the group's operations on the community and the environment;
e) the desirability of the group maintaining a reputation for high standards of business conduct; and
f) the need to act fairly as between members of the group.

The Board understands the importance of the entire business being involved in engaging with all its stakeholders and ensures regular discussions are held in the business on issues concerning employees, clients, suppliers, community and environment, regulators and shareholders which inform the decision-making processes.

Employees and group values

The group is committed to be a responsible employer and strive to maintain a one team culture across all our geographies and sectors. We are fortunate to have a committed team whose skills, expertise and passion enables us to deliver high quality work with a truly client-centric approach. Underpinning this approach is the clear desire to remain an employee-controlled business with widespread employee share ownership.

The group is committed to ensure the work environment and culture is diverse and inclusive. We seek to provide opportunities to people with different ideas, styles and skills fully embracing the group culture and giving the group the best opportunity to continue to provide exceptional client service. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the group continues. As far as possible, we ensure that the training, career development and promotion of disabled persons is the same as that of other colleagues.

We are committed to ensuring colleagues are respected and their views valued. As the company operates through a flat structure there are many diverse opportunities for employees to engage in maintaining and delivering the group strategy. Thus ensuring everyone is aligned with the group strategy.

The group ensures appropriate communication is in place to inform employees of any matters of concern. This is in place through the flat operating structure and distributed leadership. This ensures there is always open communication on all important matters allowing suitable consultation with employees and ensuring their views are considered for decision making purposes.

 

Everoze Partners Limited

Strategic Report for the Year Ended 31 May 2024

The group regularly shares group metrics to all employees allowing them to have visibility over group performance. The widespread employee ownership and annual profit share scheme for all employees provide direct feedback and engagement of all employees in the group’s success. In addition to the above measures there is also a continuous process of monitoring and reviewing employee engagement and well-being. There are regular surveys which are undertaken and communicated back to everyone. Other specific initiatives and feedback mechanisms are used to gather information. The results are discussed across various stakeholders in the business to ensure there is an awareness of factors important to employee engagement and well-being.

The group ensures appropriate communication is in place to inform employees of any matters of concern. This is in place through the flat operating structure and distributed leadership. This ensures there is always open communication on all important matters allowing suitable consultation with employees and ensuring their views are considered for decision making purposes.

Leadership team

Leadership is well dispersed across the business and all employees have opportunities to be regularly involved in strategic and operational meetings which provide context of current trading performance and an ongoing future outlook.

The execution of the group strategy is managed through monthly meetings with reports from all teams at least every two months. The overall group strategy is reviewed and updated annually at an all company meeting. This approach ensures teams and individuals across the group are constantly in touch with the shared company vision and strategy. The Board ensure this all happens and engages in these meetings as employees.

Business relationships

Our strategy prioritises maintaining strong long-term partnerships with both our clients and suppliers. We actively seek client feedback and act accordingly. We maintain regular communication through the group wide meetings at both an operational level and strategic level to ensure all employees are aligned on delivering consistently high quality work through strong partnerships.

Community and environment

We are committed to supporting the communities in which we operate, including local businesses. We want to ensure we are operating responsibly and making a significant positive impact. Our employees engage in volunteering in local community projects. As a group we are also conscious of taking regular steps to help protect the environment through our operating activities. We are actively implementing procedures to help conserve energy and drive a sustainable culture.

 

Everoze Partners Limited

Strategic Report for the Year Ended 31 May 2024

Shareholders

Our shareholders are all employees of the business or, in a limited amount, spouses of employees, therefore providing a fully aligned view of the business and the strategy for future growth in our impact to decarbonize the energy system.

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

.........................................
R D Hodgetts
Director

 

Everoze Partners Limited

Directors' Report for the Year Ended 31 May 2024

The directors present their report and the for the year ended 31 May 2024.

Principal activity

The principal activity of the group and company is providing technical consultancy to renewable energy, energy storage and wider energy flexibility.

Directors of the group

The directors who held office during the year were as follows:

S J Bryars

J A Holt

R D Hodgetts

C A Morgan

J L Phillips (ceased 29 February 2024)

R J Whiting

Results and dividends

The results for the year are set out on page 13.

During the year, the group declared and paid dividends of £2,998,330 (2023: £1,802,403).

Information included in the Strategic Report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's Strategic Report information required by the Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of principal risks and uncertainties and future developments.

Political donations

During the year, the group made no political donations (2023: £nil).

Research and development

The group’s principal areas of research and development are the continued investment in LiveDiligence and more general efficiency gains through tool and template development. All these initiatives are driven by the strategy of being client-centric by improving the client experience and our delivery efficiency.

Going concern

These financial statements have been prepared by the directors on a going concern basis.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of ML Audit LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

 

Everoze Partners Limited

Directors' Report for the Year Ended 31 May 2024

Approved by the Board on 22 January 2025 and signed on its behalf by:

R D Hodgetts
Director

   
     
 

Everoze Partners Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company 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 and apply them consistently;

make judgements 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Everoze Partners Limited

Independent Auditor's Report to the Members of Everoze Partners Limited

Opinion

We have audited the financial statements of Everoze Partners Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including significant accounting policies. The 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 the parent company's affairs as at 31 May 2024 and of the group's profit 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 auditor 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 UK, including the FRC’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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements were 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.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Everoze Partners Limited

Independent Auditor's Report to the Members of Everoze Partners Limited

We have nothing to report in this regard.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 9, 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.

Auditor 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 auditor’s 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 financial statements.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operates in and how the group and parent company is complying with the legal and regulatory framework;

 

Everoze Partners Limited

Independent Auditor's Report to the Members of Everoze Partners Limited

reviewed the basis and assumptions made in calculating key estimates including managements assessment of the completion in amounts recoverable on contracts;

inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud;

reviewed board minutes for indications of actual, suspected or alleged instances of fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 2006. Our 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 auditor’s 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.

......................................
Guy Armitage-Norton (Senior Statutory Auditor)
For and on behalf of ML Audit LLP, Statutory Auditor

Freshford House
Redcliffe Way
Bristol
BS1 6NL

4 February 2025

 

Everoze Partners Limited

Consolidated Profit and Loss Account for the Year Ended 31 May 2024

Note

2024
£

2023
£

Turnover

3

18,465,886

17,065,269

Cost of sales

 

(2,231,339)

(2,136,868)

Gross profit

 

16,234,547

14,928,401

Administrative expenses

 

(10,970,556)

(9,152,888)

Other operating income

4

5,258

20,605

Operating profit

5

5,269,249

5,796,118

Other interest receivable and similar income

6

81,214

19,301

Interest payable and similar expenses

7

(31,678)

(11,402)

Share of profit of equity accounted investees

 

93,075

63,576

Profit before tax

 

5,411,860

5,867,593

Tax on profit

11

(1,315,562)

(1,072,089)

Profit for the financial year

 

4,096,298

4,795,504

Profit/(loss) attributable to:

 

Owners of the company

 

4,120,165

4,747,497

Minority interests

 

(23,867)

48,007

 

4,096,298

4,795,504

 

Everoze Partners Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 May 2024

2024
£

2023
£

Profit for the year

4,096,298

4,795,504

(Loss)/gain on translation of foreign operations

(14,508)

22,589

Total comprehensive income for the year

4,081,790

4,818,093

Total comprehensive income attributable to:

Owners of the company

4,105,657

4,770,086

Minority interests

(23,867)

48,007

4,081,790

4,818,093

 

Everoze Partners Limited

(Registration number: 09588207)
Consolidated Balance Sheet as at 31 May 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

12

741,094

502,246

Tangible assets

13

281,816

264,241

Investments

14

506,049

412,974

Other financial assets

15

77,702

77,702

 

1,606,661

1,257,163

Current assets

 

Debtors

16

5,749,491

6,678,167

Cash at bank and in hand

17

6,295,792

5,012,646

 

12,045,283

11,690,813

Creditors: Amounts falling due within one year

18

(3,253,924)

(3,696,008)

Net current assets

 

8,791,359

7,994,805

Total assets less current liabilities

 

10,398,020

9,251,968

Provisions for liabilities

19

(58,145)

(92,369)

Net assets

 

10,339,875

9,159,599

Capital and reserves

 

Called up share capital

21

1,343

1,324

Share premium reserve

22

403,404

403,404

Capital redemption reserve

22

61

56

Foreign currency translation reserve

22

13,398

27,906

Share options reserve

22

210,555

79,945

Other reserves

22

4,235

3,422

Profit and loss account

22

9,730,391

8,643,187

Equity attributable to owners of the company

 

10,363,387

9,159,244

Minority interests

22

(23,512)

355

Total equity

 

10,339,875

9,159,599

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

R D Hodgetts
Director

   
     
 

Everoze Partners Limited

(Registration number: 09588207)
Balance Sheet as at 31 May 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

12

1,183

-

Tangible assets

13

155,366

175,348

Investments

14

252,187

252,183

Other financial assets

15

77,702

77,702

 

486,438

505,233

Current assets

 

Debtors

16

4,762,578

5,474,962

Cash at bank and in hand

17

4,145,245

2,475,568

 

8,907,823

7,950,530

Creditors: Amounts falling due within one year

18

(1,716,956)

(2,043,260)

Net current assets

 

7,190,867

5,907,270

Total assets less current liabilities

 

7,677,305

6,412,503

Provisions for liabilities

19

-

23,205

Net assets

 

7,677,305

6,435,708

Capital and reserves

 

Called up share capital

21

1,343

1,324

Share premium reserve

22

403,404

403,404

Capital redemption reserve

22

61

56

Other reserves

22

211,299

80,689

Profit and loss account

22

7,061,198

5,950,235

Total equity

 

7,677,305

6,435,708

As permitted by Section 408 of the Companies Act 2006, no separate Profit and Loss account or Statement of Comprehensive Income is presented in respect of the parent company. The company made a profit after tax for the financial year of £4,143,111 (2023 - profit of £3,975,942).

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

R D Hodgetts
Director

   
     
 

Everoze Partners Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 May 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Foreign currency translation
£

Non-
distributable reserve
£

Share options reserve
£

Retained earnings
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 June 2023

1,324

403,404

56

27,906

3,422

79,945

8,643,187

9,159,244

355

9,159,599

Profit/(loss) for the year

-

-

-

-

-

-

4,120,165

4,120,165

(23,867)

4,096,298

Other comprehensive income

-

-

-

(14,508)

813

-

(813)

(14,508)

-

(14,508)

Total comprehensive income

-

-

-

(14,508)

813

-

4,119,352

4,105,657

(23,867)

4,081,790

Dividends

-

-

-

-

-

-

(2,998,330)

(2,998,330)

-

(2,998,330)

New share capital subscribed

24

-

-

-

-

-

-

24

-

24

Purchase of own share capital

(5)

-

5

-

-

-

(33,818)

(33,818)

-

(33,818)

Share based payment transactions

-

-

-

-

-

130,610

-

130,610

-

130,610

At 31 May 2024

1,343

403,404

61

13,398

4,235

210,555

9,730,391

10,363,387

(23,512)

10,339,875

 

Everoze Partners Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 May 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Foreign currency translation
£

Non-
distributable reserve
£

Share options reserve
£

Retained earnings
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 June 2022

1,278

396,259

45

5,317

2,563

-

5,791,326

6,196,788

(48,396)

6,148,392

Profit for the year

-

-

-

-

-

-

4,747,497

4,747,497

48,007

4,795,504

Other comprehensive income

-

-

-

22,589

859

-

(859)

22,589

-

22,589

Total comprehensive income

-

-

-

22,589

859

-

4,746,638

4,770,086

48,007

4,818,093

Dividends

-

-

-

-

-

-

(1,802,403)

(1,802,403)

-

(1,802,403)

New share capital subscribed

57

7,145

-

-

-

-

-

7,202

-

7,202

Purchase of own share capital

(11)

-

11

-

-

-

(92,374)

(92,374)

-

(92,374)

Share based payment transactions

-

-

-

-

-

79,945

-

79,945

-

79,945

Decrease in ownership interests in subsidiaries that do not result in a loss of control

-

-

-

-

-

-

-

-

744

744

At 31 May 2023

1,324

403,404

56

27,906

3,422

79,945

8,643,187

9,159,244

355

9,159,599

 

Everoze Partners Limited

Statement of Changes in Equity for the Year Ended 31 May 2024

Share capital
£

Share premium
£

Capital redemption reserve
£

Share options reserve
£

Retained earnings
£

Total
£

At 1 June 2023

1,324

403,404

56

80,689

5,950,235

6,435,708

Profit for the year

-

-

-

-

4,143,111

4,143,111

Dividends

-

-

-

-

(2,998,330)

(2,998,330)

New share capital subscribed

24

-

-

-

-

24

Purchase of own share capital

(5)

-

5

-

(33,818)

(33,818)

Share based payment transactions

-

-

-

130,610

-

130,610

At 31 May 2024

1,343

403,404

61

211,299

7,061,198

7,677,305


 

Share capital
£

Share premium
£

Capital redemption reserve
£

Share options reserve
£

Retained earnings
£

Total
£

At 1 June 2022

1,278

396,259

45

-

3,869,070

4,266,652

Profit for the year

-

-

-

-

3,975,942

3,975,942

Dividends

-

-

-

-

(1,802,403)

(1,802,403)

New share capital subscribed

57

7,145

-

-

-

7,202

Purchase of own share capital

(11)

-

11

-

(92,374)

(92,374)

Share based payment transactions

-

-

-

80,689

-

80,689

At 31 May 2023

1,324

403,404

56

80,689

5,950,235

6,435,708

 

Everoze Partners Limited

Consolidated Statement of Cash Flows for the Year Ended 31 May 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

4,096,298

4,795,504

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

275,083

188,719

Loss on disposal of tangible assets

2,455

4,643

Finance income

6

(81,214)

(19,301)

Finance costs

7

16,962

717

Share based payment transactions

 

130,610

80,689

Share of profit of equity accounted investees

 

(93,075)

(63,576)

Income tax expense

11

1,315,562

1,072,089

 

5,662,681

6,059,484

Working capital adjustments

 

Decrease/(increase) in trade and other debtors

16

1,313,798

(2,579,482)

Increase in trade and other creditors

18

608,446

95,613

Decrease in provisions

19

(5,717)

-

(Decrease)/increase in deferred income, including government grants

 

(383,939)

73,850

Cash generated from operations

 

7,195,269

3,649,465

Income taxes paid

11

(2,395,782)

(404,863)

Net cash flow from operating activities

 

4,799,487

3,244,602

Cash flows from investing activities

 

Interest received

81,214

19,301

Acquisitions of tangible assets

(136,304)

(103,338)

Proceeds from sale of tangible assets

 

165

(1)

Acquisition of intangible assets

12

(398,724)

(242,996)

Proceeds from sale of intangible assets

 

902

-

Acquisition of investments in joint ventures and associates

14

-

(26)

Net cash flows from investing activities

 

(452,747)

(327,060)

Cash flows from financing activities

 

Interest paid

7

(16,962)

(717)

Proceeds from issue of ordinary shares, net of issue costs

 

24

7,202

Payments for purchase of own shares

 

(33,818)

(92,374)

Dividends paid

(2,998,330)

(1,802,403)

Net cash flows from financing activities

 

(3,049,086)

(1,888,292)

Net increase in cash and cash equivalents

 

1,297,654

1,029,250

Unrealised gain/(loss) due to foreign exchange differences

 

(14,508)

22,589

 

Everoze Partners Limited

Consolidated Statement of Cash Flows for the Year Ended 31 May 2024

Note

2024
£

2023
£

Cash and cash equivalents at 1 June

 

5,012,646

3,960,807

Cash and cash equivalents at 31 May

 

6,295,792

5,012,646

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
22-24 Queen Square
Bristol
BS1 4ND
England

These financial statements were authorised for issue by the Board on 22 January 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in sterling, which is the functional currency of the group and parent company, and rounded to the nearest £.

Summary of disclosure exemptions

Everoze Partners Limited, as an individual entity, meets the definition of a qualifying entity per FRS 102 and has taken advantage of the exemption available in paragraph 1.12 of FRS 102 from presenting a company-only statement of cash flows and from disclosing information relating to key management personnel remuneration and financial instruments. These consolidated financial statements include a consolidated statement of cash flows, which include the cash flows of Everoze Partners Limited.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 May 2024.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

Intercompany transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Entities which the group holds an interest and which are jointly controlled by the group and one or more ventures under a contractual agreement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.

In the parent company financial statements, investments in subsidiaires and joint ventures are accounted for at cost less impairment.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Entities in which the group holds an interest and which are not controlled by the group are treated as associates. In the financial statements, associates are accounting for using the equity method.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. The directors have not identified any material uncertainties they are aware of and reasonable allowances for unforeseen events are covered in the cash reserves, budgets and projections for the next twelve months. On this basis the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Critical accounting judgements and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

During the year, management have made estimates for amounts recoverable on contracts of £1,350,573 (2023: £1,341,863). Management estimate this on each project by calculating the percentage completed from costs incurred to date over total expected costs. Where losses are calculated, full provision is made.

The group recognises deferred income on the basis of income billed in advance for future periods. The estimation and judgement that directors make in recognising deferred income are based on contracted amounts and any other factors that are considered to be relevant.

The group is required to determine the fair value of share based payment awards made each year. This requires the use of key estimates, including the market price of the company's shares at date of issue, the volatility of the shares and the percentage of share options which are expected to be exercised. These estimates are determined based on the best available evidence, but the actual results may differ materially from these estimates

The company has a fixed asset investment in subsidiary undertakings. The directors review the carrying value of the investments for impairment on an annual basis. This requires the estimation of future cash flows and also an appropriate discount rate in order to calculate the net present value of those cash flows. .

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group's activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The group recognises revenue when all of the following conditions are satisfied:
- the amount of revenue can be reliably measured;
- all of the significant risks and rewards of ownership have been transferred to the customer;
- the entity retains neither continuing managerial involvement to the degree usually associated with ownership;
- the costs incurred or to be incurred in respect of the transaction can be measured reliably;
- it is probable that future economic benefits will flow to the entity; and
- specific criteria have been met for each of the group's activities.

Finance income and costs policy

Interest income and expenses are recognised using the effective interest rate method.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Foreign currency transactions and balances

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold improvements

10% straight line

Furniture, fittings and equipment

25% reducing balance and 33.3% straight line

Plant and machinery

25% and 33.3% straight line

Office equipment

25% reducing balance and 33.3% straight line

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. Any excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Internally generated software development costs

Over 5 years and 10 years straight line

Other intangible assets

Over 10 years

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Research and development

Research and development expenditure is written off as incurred, except that development expenditure incurred on an individual project is capitalised as an intangible asset when the group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resource to complete the asset and the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised evenly over the period of expected economic benefit. During the period of development, the asset is tested for impairment annually.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Amounts recoverable on contracts

Profit on long-term contracts is taken as the work is carried out if the final outcome has been assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs (as defined above) as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Full provision is made for losses on all contracts in the year in which they are first foreseen.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are approved.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

3

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Sale of services

18,465,886

17,065,269

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

7,706,693

7,525,217

Europe

7,952,491

9,408,335

Rest of the world

2,806,702

131,717

18,465,886

17,065,269

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2024
£

2023
£

Miscellaneous other operating income

5,258

20,605

5

Operating profit

Arrived at after charging:

2024
£

2023
£

Depreciation expense

116,109

99,780

Amortisation expense

158,974

88,939

Loss on disposal of property, plant and equipment

2,455

4,643

6

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

60,522

13,741

Other finance income

20,692

5,560

81,214

19,301

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

7

Interest payable and similar expenses

2024
£

2023
£

Interest expense on other finance liabilities

16,962

717

Foreign exchange losses

14,716

10,685

31,678

11,402

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

6,617,837

5,415,832

Social security costs

1,244,146

1,254,177

Pension costs, defined contribution scheme

640,313

594,975

Share-based payment expenses

130,610

80,689

Other employee expense

72,716

24,142

8,705,622

7,369,815

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Consulting

97

85

Administration and support

8

6

Sales, marketing and distribution

1

1

106

92

Company
During the year, the company employed 46 (2023: 46) staff. Total staff costs, including social security and pension costs, for the year were £4,006,820 (2023: £3,338,347).

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

510,169

600,592

Contributions paid to money purchase schemes

83,300

82,560

593,469

683,152

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

5

6

In respect of the highest paid director:

2024
£

2023
£

Remuneration

109,401

115,334

Company contributions to money purchase pension schemes

21,717

19,258

Key management personnel and the directors are one in the same so no further disclosure included in relation to key management personnel remuneration.

10

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

26,000

26,000


 

11

Taxation

Tax charged in the income statement:

2024
£

2023
£

Current taxation

UK corporation tax

819,478

679,325

UK corporation tax adjustment to prior periods

3,400

(49,468)

822,878

629,857

Foreign tax

530,250

457,768

Total current income tax

1,353,128

1,087,625

Deferred taxation

Arising from origination and reversal of timing differences

(37,566)

(15,536)

Tax expense in the income statement

1,315,562

1,072,089

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 20%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

5,411,860

5,867,593

Corporation tax at standard rate

1,352,965

1,173,519

Decrease in UK and foreign current tax from adjustment for prior periods

-

(12,710)

Tax increase/(decrease) from effect of capital allowances and depreciation

40,923

(181)

Decrease from effect of different UK tax rates on some earnings

-

(10,454)

Tax decrease from other short-term timing differences

(37,566)

-

Effect of revenues exempt from taxation

(24,158)

(15,009)

Effect of expense not deductible in determining taxable profit (tax loss)

45,659

1,559

Effect of tax losses

(3,579)

(92,203)

Tax decrease arising from group relief

(111,027)

-

Effect of foreign tax rates

(5,726)

87,834

Increase in UK and foreign current tax from unrecognised tax loss or credit

57,279

21,229

Tax increase from changes in pension fund prepayment

8

-

Tax increase/(decrease) from effect of adjustment in research and development tax credit

784

(81,495)

Total tax charge

1,315,562

1,072,089

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Accelerated capital allowances

(139,232)

Pension contributions

47,334

Employee share acquisition relief

52,825

Losses

48,132

9,059

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

2023

Liability
£

Accelerated capital allowances

141,412

Pension contributions

(44,601)

Employee share acquisition relief

(20,172)

Losses

(48,132)

28,507

Company

Deferred tax assets and liabilities

2024

Asset
£

Accelerated capital allowances

(36,480)

Pension contributions

44,426

Employee share acquisition relief

52,825

60,771

2023

Asset
£

Accelerated capital allowances

(41,476)

Pension contributions

44,509

Employee share acquisition relief

20,172

23,205

The group has estimated tax losses of £358,303 (2023 - £204,133) available to carry forward against future trading profits. There is an unprovided deferred tax asset of £59,602 (2023 - £2,902). The asset has not been recognised due to uncertainty around the timing of future profits. Deferred taxes at the balance sheet date have been measured using the enacted tax rates at that date.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

12

Intangible assets

Group

Internally generated software development costs
 £

Other intangible assets
 £

Total
£

Cost or valuation

At 1 June 2023

605,428

1,891

607,319

Additions acquired separately

397,541

1,183

398,724

Disposals

-

(902)

(902)

At 31 May 2024

1,002,969

2,172

1,005,141

Amortisation

At 1 June 2023

104,084

989

105,073

Amortisation charge

158,974

-

158,974

At 31 May 2024

263,058

989

264,047

Carrying amount

At 31 May 2024

739,911

1,183

741,094

At 31 May 2023

501,344

902

502,246

Company

Other intangible assets
 £

Total
£

Cost

Additions acquired separately

1,183

1,183

At 31 May 2024

1,183

1,183

Carrying amount

At 31 May 2024

1,183

1,183

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

13

Tangible assets

Group

Leasehold improvements
£

Furniture, fittings and equipment
£

Plant and machinery
£

Office equipment
£

Total
£

Cost

At 1 June 2023

112,260

8,735

168,510

228,226

517,731

Additions

-

2,030

76,619

57,655

136,304

Disposals

-

(5,052)

(6,768)

(15,054)

(26,874)

At 31 May 2024

112,260

5,713

238,361

270,827

627,161

Depreciation

At 1 June 2023

22,452

5,254

82,711

143,073

253,490

Charge for the year

11,226

1,127

40,853

62,903

116,109

Eliminated on disposal

-

(3,257)

(6,768)

(14,229)

(24,254)

At 31 May 2024

33,678

3,124

116,796

191,747

345,345

Carrying amount

At 31 May 2024

78,582

2,589

121,565

79,080

281,816

At 31 May 2023

89,808

3,481

85,799

85,153

264,241

Included within the net book value of land and buildings above is £78,582 (2023 - £89,808) in respect of long leasehold land and buildings.
 

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Company

Leasehold improvements
£

Furniture, fittings and equipment
£

Office equipment
£

Total
£

Cost

At 1 June 2023

112,260

8,735

224,601

345,596

Additions

-

2,030

54,522

56,552

Disposals

-

(5,052)

(15,054)

(20,106)

At 31 May 2024

112,260

5,713

264,069

382,042

Depreciation

At 1 June 2023

22,452

5,254

142,542

170,248

Charge for the year

11,226

1,127

61,561

73,914

Eliminated on disposal

-

(3,257)

(14,229)

(17,486)

At 31 May 2024

33,678

3,124

189,874

226,676

Carrying amount

At 31 May 2024

78,582

2,589

74,195

155,366

At 31 May 2023

89,808

3,481

82,059

175,348

Included within the net book value of land and buildings above is £78,582 (2023 - £89,808) in respect of long leasehold land and buildings.
 

14

Investments

Group

2024
£

2023
£

Investments in associates

506,049

412,974


 

Associates

£

Cost

At 1 June 2023

412,974

Group's share of profit/(loss) in associates

93,075

At 31 May 2024

506,049

Carrying amount

At 31 May 2024

506,049

At 31 May 2023

412,974

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Everoze SAS*

8 Rue Leopold Sedar Senghor, 14460 Colombelles

Ordinary

100%

100%

France

Everoze SL*

Calle Edgar Neville, 6 28020, Madrid

Ordinary

100%

100%

Spain

Skyray SAS*

47 Rue Maurice Flandin, 69003, Lyon

Ordinary

77%

77%

France

Skyray LDA

Avila Spaces, Av. República, 6, 1 esq, 1050-191 Lisbon

Ordinary

77%

77%

Portugal

LiveDiligence Limited*

22-24 Queen Square, Bristol, BS1 4ND

Ordinary

56%

50%

England and Wales

Skyray Engineering Limited

22-24 Queen Square, Bristol, BS1 4ND

Ordinary

77%

0%

England and Wales

Associates

Brightwind Limited*

Unit G 1st Floor, Mountpleasant Business Centre, Mountpleasant Avenue Upper, Dublin, D06 K762

Ordinary

45.7%

45.7%

Ireland

Everoze Holdings Pty Ltd*

Suite 20, Level 33, 385 Bourke Street, Melbourne, Victoria 3000

Ordinary

48.8%

48.8%

Australia

Everoze Pty Ltd

Suite 20, Level 33, 385 Bourke Street, Melbourne, Victoria 3000

Ordinary

48.8%

48.8%

Australia

* indicates direct investment of the company

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Subsidiary undertakings

Everoze SAS

The principal activity of Everoze SAS is scientific and technical consulting activities in France.

Everoze SL

The principal activity of Everoze SL is scientific and technical consulting activities in Spain.

Skyray SAS

The principal activity of Skyray SAS is design and construction support for solar and solar-storage projects in France.

Skyray LDA

The principal activity of Skyray LDA is design and construction support for solar and solar-storage projects in Portugal.

LiveDiligence Limited

The principal activity of LiveDiligence Limited is business and domestic software development.

Skyray Engineering Limited

The principal activity of Skyray Engineering Limited is design and construction support for solar and solar-storage projects in the United Kingdom.

For the year ending 31 May 2024 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:

LiveDiligence Limited (13138709)

Skyray Engineering Limited (15293748)

Associate undertakings

Brightwind Limited

The principal activity of Brightwind Limited is the provision of wind and solar resource analysis services in Ireland .
 

 

Everoze Holdings Pty Ltd

The principal activity of Everoze Holdings Pty Ltd is a holding company for the group's activities in Australia, New Zealand, southeast Asia and the Pacific Islands .
 

 

Everoze Pty Ltd

The principal activity of Everoze Pty Ltd is undertaking scientific and technical consulting activities in Australia, New Zealand, southeast Asia and the Pacific Islands .
 

 
 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Company

2024
£

2023
£

Investments in subsidiaries

23,026

23,022

Investments in associates

229,161

229,161

252,187

252,183

Subsidiaries

£

Cost

At 1 June 2023

23,022

Additions

4

At 31 May 2024

23,026

Carrying amount

At 31 May 2024

23,026

At 31 May 2023

23,022

Associates

£

Cost

At 1 June 2023 and 31 May 2024

229,161

Carrying amount

At 31 May 2024

229,161

At 31 May 2023

229,161

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

15

Other financial assets

Group and company

Financial assets
£

Total
£

Non-current financial assets

Cost

At 1 June 2023

77,702

77,702

At 31 May 2024

77,702

77,702

Carrying amount

At 31 May 2024

77,702

77,702

At 31 May 2023

77,702

77,702

16

Debtors

   

Group

Company

Current

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

2,389,627

2,703,707

899,066

1,460,112

Amounts owed by related parties

26

-

-

1,356,065

905,406

Other debtors

 

319,548

182,541

101,721

88,339

Prepayments

 

334,157

268,754

267,237

165,235

Accrued income

 

824,044

2,077,248

824,044

2,077,248

Amounts recoverable on contracts

 

1,350,573

1,341,863

731,947

778,622

Deferred tax assets

11

9,059

-

60,771

-

Corporation tax

11

522,483

104,054

521,727

-

   

5,749,491

6,678,167

4,762,578

5,474,962

Details of non-current trade and other debtors
£26,084 (2023: £26,148) of other debtors are classfied as non current.

17

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

6,295,792

5,012,646

4,145,245

2,475,568

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

18

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Trade creditors

 

302,579

356,504

140,507

171,052

Amounts due to related parties

26

122,141

135,896

284,369

929

Social security and other taxes

 

1,141,008

745,648

522,967

348,082

Outstanding defined contribution pension costs

 

2,092

22,094

-

20,855

Other creditors

 

641,828

511,490

7,991

4,660

Accruals

 

861,672

733,608

761,122

687,159

Corporation tax liability

11

97,811

722,036

-

435,523

Deferred income

 

84,793

468,732

-

375,000

 

3,253,924

3,696,008

1,716,956

2,043,260

19

Provisions for liabilities

Group

Legal proceedings
£

Deferred tax
£

Total
£

At 1 June 2023

63,862

28,507

92,369

Decrease in existing provisions

(5,717)

(28,507)

(34,224)

At 31 May 2024

58,145

-

58,145

Company

Deferred tax
£

Total
£

At 1 June 2023

23,205

23,205

Decrease in existing provisions

(23,205)

(23,205)

At 31 May 2024

-

-

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £640,313 (2023 - £594,975).

Contributions totalling £2,092 (2023 - £22,094) were payable to the scheme at the end of the year and are included in creditors.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

21

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary A shares of £0.01 each

94,700

947

94,700

947

Ordinary B shares of £0.01 each

16,000

160

16,000

160

Ordinary C shares of £0.01 each

23,640

236

21,735

217

134,340

1,343

132,435

1,324

On 10 July 2023, 350 ordinary C shares with a nominal value of £0.01 were repurchased for a consideration of £28,042.20.

On 4 February 2024, 2,355 ordinary C shares with a nominal value of £0.01 were issued at par.

On 20 March 2024, 100 ordinary C shares with a nominal value of £0.01 were repurchased for a consideration of £5,775.90.

 

Rights, preferences and restrictions

Ordinary A and B shares have the following rights, preferences and restrictions:
- Voting rights - Shares rank equally for voting purposes. On a show of hands each member shall have one vote and on a poll each member shall have one vote per share held.
- Dividend rights - Shares rank equally between Ordinary A and B shares for any dividend declared.
- Distribution rights on winding up - Shares rank equally between Ordinary A and B shares for any distribution made on winding up.

Ordinary C shares have the following rights, preferences and restrictions:
- Voting rights - Shares do not include voting rights of any kind.
- Dividend rights - A differential dividend for Ordinary C shares compared to that for Ordinary A and B shares in any distribution.
- Distribution on winding up - In the event Ordinary C shares represent a 20% or less of the total share capital, each share ranks equally. In the event Ordinary C shares represent over 20% of the total share capital, any Ordinary C share distribution shall be reduced so that it does not in total exceed 20% of the distribution of winding up proceeds to Ordinary A, Ordinary B and Ordinary C shares.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

22

Reserves

Group and company

Share capital

This reserve reflects the nominal value of share capital issued by the company.

Share premium reserve

This represents the excess of the proceeds over the par value of shares issued less any directly attributable transaction costs.

Capital redemption reserve

This represents a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares out of distributable profits.

Foreign currency translation reserve

This represents foreign exchange differences arising from the translation of the net assets of the group’s foreign operations from their functional currency into the group’s functional currency, being sterling, including the translation of the profits and losses of such operations from the average rate for the year to the closing rate at the balance sheet date.

Share option reserves

This reserve represents the accounting adjustment to the financial statements for costs associated with share options over the period of the options.

Other reserves

This represents non-distributable reserves of retained earnings held by foreign subsidiaries that equate to a percentage of the share capital of the foreign companies.

Profit and loss account

This reserve reflects the accumulated profits and losses net of any distributions to shareholders for the group or company.

Minority interests

This reserve reflects the accumulated profits and losses attributable to non-controlling interests of the group.

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

157,604

158,133

Later than one year and not later than five years

615,059

632,532

Later than five years

203,617

346,580

976,280

1,137,245

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

The amount of non-cancellable operating lease payments recognised as an expense during the year was £285,067 (2023 - £241,397).

Company

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

109,025

98,123

Later than one year and not later than five years

436,100

392,490

Later than five years

163,538

265,294

708,663

755,907

The amount of non-cancellable operating lease payments recognised as an expense during the year was £98,038 (2023 - £98,038).

24

Share-based payments

Approved EMI schemes

Scheme details and movements

Round 1 - created 2017
The company granted 90,000 share options in 2017 at an exercise price of £1. During the year, no options were granted (2023: 1,235) and no share options lapsed (2023: nil). There were 50,519 (2023: 50,519) options outstanding at the year-end.

Round 2 - created 2019
The company granted 40,000 share options in 2019 at an exercise price of £2. During the year, no options were granted (2023: 1,265) and no share options lapsed (2023: nil). There were 31,140 (2023: 31,140) options outstanding at the year-end.

Round 3 - created 2020
The company granted 13,500 share options in 2020 at an exercise price of £3. During the year, no options were granted (2023: 460) and no share options lapsed (2023: nil). There were 12,490 (2023: 12,490) options outstanding at the year-end.

Round 4 - created 2021
The company granted 20,000 share options in 2021 at an exercise price of £3.50. During the year, no options were granted (2023: 155) and no share options lapsed (2023: 4,000). There were 11,845 (2023: 11,845) options outstanding at the year-end.

Round 5 - created 2023
The company granted 52,500 share options in 2023 at an exercise price of £5. During the year, no options were granted (2023: nil) and 3,500 share options lapsed (2023: nil). There were 49,000 (2023: 52,500) options outstanding at the year-end.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

The movements in the number of share options during the year were as follows:

2024
Number

2023
Number

Outstanding, start of period

158,494

113,109

Granted during the period

-

52,500

Forfeited during the period

(3,500)

(4,000)

Exercised during the period

-

(3,115)

Outstanding, end of period

154,994

158,494

Exercisable, end of period

154,994

158,494

The movements in the weighted average exercise price of share options during the year were as follows:

2024
£

2023
£

Outstanding, start of period

2.87

1.87

Granted during the period

-

5.00

Forfeited during the period

5.00

3.50

Exercised during the period

-

1.83

Outstanding, end of period

2.82

2.87

Exercisable, end of period

2.82

2.87

Unapproved EMI schemes

Scheme details and movements

Round 2 - created 2019
The company granted 20,000 share options in 2019 at an exercise price of £2. During the year, no options were granted (2023: 460) and 4,650 share options lapsed (2023: nil). There were 13,305 (2023: 17,990) options outstanding at the year-end.

Round 3 - created 2020
The company granted 9,000 share options in 2020 at an exercise price of £3. During the year, no options were granted (2023: 75) and no share options lapsed (2032: nil). There were 8,705 (2023: 8,705) options outstanding at the year-end.

Round 4 - created 2021
The company granted 8,000 share options in 2021 at an exercise price of £3.50. During the year, no options were granted (2023: 100) and 3,900 share options lapsed (2023: nil). There were no (2023: 3,900) options outstanding at the year-end.

Round 5 - created 2023
The company granted 10,500 share options in 2023 at an exercise price of £5. During the year, no options were granted (2023: nil) and no share options lapsed (2023: nil). There were 10,500 (2023: 10,500) options outstanding at the year-end.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

The movements in the number of share options during the year were as follows:

2024
Number

2023
Number

Outstanding, start of period

41,095

31,230

Granted during the period

-

10,500

Forfeited during the period

(8,550)

-

Exercised during the period

-

(635)

Outstanding, end of period

32,545

41,095

Exercisable, end of period

32,545

41,095

The movements in the weighted average exercise price of share options during the year were as follows:

2024
£

2023
£

Outstanding, start of period

3.12

2.47

Granted during the period

-

5.00

Forfeited during the period

2.68

-

Exercised during the period

-

2.35

Outstanding, end of period

3.24

3.12

Exercisable, end of period

3.24

3.12

25

Dividends

Interim dividends paid

2024
£

2023
£

Interim dividend of £22.70 (2023 - £14.10) per each Ordinary A share

2,149,690

1,335,270

Interim dividend of £22.70 (2023 - £14.10) per each Ordinary B share

363,200

225,600

Interim dividend of £22.70 (2023 - £14.10) per each Ordinary C share

485,440

241,533

2,998,330

1,802,403

26

Related party transactions

Group

The group has taken advantage of the exemptions in Financial Reporting Standard 102 Section 33 and has not disclosed transactions between wholly owned members of the same group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Loans from related parties

2024

Associates
£

Other related parties
£

Total
£

At start of period

929

134,967

135,896

Advanced

2,656

-

2,656

Repaid

(929)

(15,985)

(16,914)

Interest transactions

-

503

503

At end of period

2,656

119,485

122,141

2023

Associates
£

Other related parties
£

Total
£

At start of period

-

134,570

134,570

Advanced

2,089

397

2,486

Repaid

(1,160)

-

(1,160)

At end of period

929

134,967

135,896

Terms of loans with related parties

Loans with related parties are repayable on demand and interest is charged between nil and market rate.
 

Company

The company has taken advantage of the exemptions in Financial Reporting Standard 102 Section 33 and has not disclosed transactions between wholly owned members of the same group.

Loans to related parties

2024

Subsidiary
£

Total
£

At start of period

752,624

752,624

Advanced

297,615

297,615

Repaid

(11,086)

(11,086)

Interest transactions

15,885

15,885

Impairment

12,035

12,035

At end of period

1,067,073

1,067,073

2023

Subsidiary
£

Total
£

At start of period

880,606

880,606

Advanced

218,351

218,351

Repaid

(343,669)

(343,669)

Interest transactions

10,160

10,160

Impairment

(12,824)

(12,824)

At end of period

752,624

752,624

 

Everoze Partners Limited

Notes to the Financial Statements for the Year Ended 31 May 2024

Loans from related parties

2024

Associates
£

Total
£

At start of period

929

929

Advanced

2,656

2,656

Repaid

(929)

(929)

At end of period

2,656

2,656

2023

Associates
£

Total
£

Advanced

2,089

2,089

Repaid

(1,160)

(1,160)

At end of period

929

929

Terms of loans with related parties

Loans with related parties are repayable on demand and interest is charged between nil and market rate.
 

27

Financial instruments

Group

Categorisation of financial instruments

2024
 £

2023
 £

Financial assets measured at fair value through profit or loss

77,702

77,702