Registration number:
Everoze Partners Limited
for the Year Ended 31 May 2024
Everoze Partners Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
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 |
|
Notes to the Financial Statements |
Everoze Partners Limited
Company Information
Directors |
S J Bryars J A Holt R D Hodgetts C A Morgan R J Whiting |
Registered office |
|
Auditors |
|
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
......................................... |
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:
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
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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.
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For and on behalf of
Freshford House
Redcliffe Way
BS1 6NL
Everoze Partners Limited
Consolidated Profit and Loss Account for the Year Ended 31 May 2024
Note |
2024 |
2023 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
Share of profit of equity accounted investees |
|
|
|
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
|
Minority interests |
( |
|
|
|
|
Everoze Partners Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 May 2024
2024 |
2023 |
|
Profit for the year |
|
|
(Loss)/gain on translation of foreign operations |
( |
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Minority interests |
( |
|
|
|
Everoze Partners Limited
(Registration number: 09588207)
Consolidated Balance Sheet as at 31 May 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Investments |
|
|
|
Other financial assets |
77,702 |
77,702 |
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Capital redemption reserve |
|
|
|
Foreign currency translation reserve |
13,398 |
27,906 |
|
Share options reserve |
210,555 |
79,945 |
|
Other reserves |
|
|
|
Profit and loss account |
|
|
|
Equity attributable to owners of the company |
|
|
|
Minority interests |
( |
|
|
Total equity |
|
|
Approved and authorised by the
|
Everoze Partners Limited
(Registration number: 09588207)
Balance Sheet as at 31 May 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Intangible assets |
|
- |
|
Tangible assets |
|
|
|
Investments |
|
|
|
Other financial assets |
77,702 |
77,702 |
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Provisions for liabilities |
- |
|
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Capital redemption reserve |
|
|
|
Other reserves |
|
|
|
Profit and loss account |
|
|
|
Total equity |
|
|
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
|
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- |
Share options reserve |
Retained earnings |
Total |
Non- controlling interests |
Total equity |
|
At 1 June 2023 |
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the year |
- |
- |
- |
- |
- |
- |
|
|
( |
|
Other comprehensive income |
- |
- |
- |
( |
|
- |
( |
( |
- |
( |
Total comprehensive income |
- |
- |
- |
( |
|
- |
|
|
( |
|
Dividends |
- |
- |
- |
- |
- |
- |
( |
( |
- |
( |
New share capital subscribed |
|
- |
- |
- |
- |
- |
- |
|
- |
|
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 |
|
|
|
|
|
|
|
|
( |
|
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- |
Share options reserve |
Retained earnings |
Total |
Non- controlling interests |
Total equity |
|
At 1 June 2022 |
|
|
|
|
|
- |
|
|
( |
|
Profit for the year |
- |
- |
- |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
- |
|
|
- |
( |
|
- |
|
Total comprehensive income |
- |
- |
- |
|
|
- |
|
|
|
|
Dividends |
- |
- |
- |
- |
- |
- |
( |
( |
- |
( |
New share capital subscribed |
|
|
- |
- |
- |
- |
- |
|
- |
|
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 |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
At 31 May 2023 |
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
|
|
Dividends |
- |
- |
- |
- |
( |
( |
New share capital subscribed |
|
- |
- |
- |
- |
|
Purchase of own share capital |
(5) |
- |
5 |
- |
(33,818) |
(33,818) |
Share based payment transactions |
- |
- |
- |
130,610 |
- |
130,610 |
At 31 May 2024 |
|
|
|
|
|
|
Share capital |
Share premium |
Capital redemption reserve |
Share options reserve |
Retained earnings |
Total |
|
At 1 June 2022 |
|
|
|
- |
|
|
Profit for the year |
- |
- |
- |
- |
|
|
Dividends |
- |
- |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
- |
- |
|
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 |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
|
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Share based payment transactions |
|
|
|
Share of profit of equity accounted investees |
( |
( |
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in trade and other debtors |
|
( |
|
Increase in trade and other creditors |
|
|
|
Decrease in provisions |
( |
- |
|
(Decrease)/increase in deferred income, including government grants |
( |
|
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
( |
|
Acquisition of intangible assets |
( |
( |
|
Proceeds from sale of intangible assets |
|
- |
|
Acquisition of investments in joint ventures and associates |
- |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Payments for purchase of own shares |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
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 |
|
|
|
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
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
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
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
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
2024 |
2023 |
|
Sale of services |
|
|
The analysis of the group's turnover for the year by market is as follows:
2024 |
2023 |
|
UK |
|
|
Europe |
|
|
Rest of the world |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2024 |
2023 |
|
Miscellaneous other operating income |
|
|
Operating profit |
Arrived at after charging:
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Loss on disposal of property, plant and equipment |
|
|
Other interest receivable and similar income |
2024 |
2023 |
|
Interest income on bank deposits |
|
|
Other finance income |
|
|
|
|
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
Interest payable and similar expenses |
2024 |
2023 |
|
Interest expense on other finance liabilities |
|
|
Foreign exchange losses |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Share-based payment expenses |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Consulting |
|
|
Administration and support |
|
|
Sales, marketing and distribution |
|
|
|
|
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).
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
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 |
2023 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2024 |
2023 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Key management personnel and the directors are one in the same so no further disclosure included in relation to key management personnel remuneration.
Auditors' remuneration |
2024 |
2023 |
|
Audit of these financial statements |
26,000 |
26,000 |
Taxation |
Tax charged in the income statement:
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
|
( |
822,878 |
629,857 |
|
Foreign tax |
|
|
Total current income tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
( |
Tax expense in the income statement |
|
|
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
The differences are reconciled below:
2024 |
2023 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
- |
( |
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Decrease from effect of different UK tax rates on some earnings |
- |
( |
Tax decrease from other short-term timing differences |
( |
- |
Effect of revenues exempt from taxation |
( |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
( |
( |
Tax decrease arising from group relief |
( |
- |
Effect of foreign tax rates |
( |
|
Increase in UK and foreign current tax from unrecognised tax loss or credit |
|
|
Tax increase from changes in pension fund prepayment |
|
- |
Tax increase/(decrease) from effect of adjustment in research and development tax credit |
|
( |
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
2024 |
Asset |
Accelerated capital allowances |
( |
Pension contributions |
|
Employee share acquisition relief |
|
Losses |
|
|
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
2023 |
Liability |
Accelerated capital allowances |
|
Pension contributions |
( |
Employee share acquisition relief |
( |
Losses |
( |
|
Company
Deferred tax assets and liabilities
2024 |
Asset |
Accelerated capital allowances |
( |
Pension contributions |
|
Employee share acquisition relief |
|
|
2023 |
Asset |
Accelerated capital allowances |
( |
Pension contributions |
|
Employee share acquisition relief |
|
|
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
Intangible assets |
Group
Internally generated software development costs |
Other intangible assets |
Total |
|
Cost or valuation |
|||
At 1 June 2023 |
|
|
|
Additions acquired separately |
|
|
|
Disposals |
- |
( |
( |
At 31 May 2024 |
|
|
|
Amortisation |
|||
At 1 June 2023 |
|
|
|
Amortisation charge |
|
- |
|
At 31 May 2024 |
|
|
|
Carrying amount |
|||
At 31 May 2024 |
|
|
|
At 31 May 2023 |
|
|
|
Company
Other intangible assets |
Total |
|
Cost |
||
Additions acquired separately |
|
|
At 31 May 2024 |
|
|
Carrying amount |
||
At 31 May 2024 |
|
|
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
Tangible assets |
Group
Leasehold improvements |
Furniture, fittings and equipment |
Plant and machinery |
Office equipment |
Total |
|
Cost |
|||||
At 1 June 2023 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
- |
( |
( |
( |
( |
At 31 May 2024 |
|
|
|
|
|
Depreciation |
|||||
At 1 June 2023 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
( |
At 31 May 2024 |
|
|
|
|
|
Carrying amount |
|||||
At 31 May 2024 |
|
|
|
|
|
At 31 May 2023 |
|
|
|
|
|
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 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
( |
( |
At 31 May 2024 |
|
|
|
|
Depreciation |
||||
At 1 June 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
At 31 May 2024 |
|
|
|
|
Carrying amount |
||||
At 31 May 2024 |
|
|
|
|
At 31 May 2023 |
|
|
|
|
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.
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 |
|
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 |
||||
|
8 Rue Leopold Sedar Senghor, 14460 Colombelles |
|
|
|
France |
||||
|
Calle Edgar Neville, 6 28020, Madrid |
|
|
|
Spain |
||||
|
47 Rue Maurice Flandin, 69003, Lyon |
|
|
|
France |
||||
|
Avila Spaces, Av. República, 6, 1 esq, 1050-191 Lisbon |
|
|
|
Portugal |
||||
|
22-24 Queen Square, Bristol, BS1 4ND |
|
|
|
England and Wales |
||||
|
22-24 Queen Square, Bristol, BS1 4ND |
|
|
|
England and Wales |
||||
Associates |
||||
|
Unit G 1st Floor, Mountpleasant Business Centre, Mountpleasant Avenue Upper, Dublin, D06 K762 |
Ordinary |
|
|
Ireland |
||||
|
Suite 20, Level 33, 385 Bourke Street, Melbourne, Victoria 3000 |
Ordinary |
|
|
Australia |
||||
|
Suite 20, Level 33, 385 Bourke Street, Melbourne, Victoria 3000 |
Ordinary |
|
|
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 |
Everoze SL The principal activity of Everoze SL is |
Skyray SAS The principal activity of Skyray SAS is |
Skyray LDA The principal activity of Skyray LDA is |
LiveDiligence Limited The principal activity of LiveDiligence Limited is |
Skyray Engineering Limited The principal activity of Skyray Engineering Limited is |
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 |
Everoze Holdings Pty Ltd
The principal activity of Everoze Holdings Pty Ltd is |
Everoze Pty Ltd
The principal activity of Everoze Pty Ltd is |
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 |
|
Additions |
|
At 31 May 2024 |
|
Carrying amount |
|
At 31 May 2024 |
23,026 |
At 31 May 2023 |
|
Associates |
£ |
Cost |
|
At 1 June 2023 and 31 May 2024 |
|
Carrying amount |
|
At 31 May 2024 |
|
At 31 May 2023 |
|
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
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 |
At 31 May 2023 |
|
77,702 |
Debtors |
Group |
Company |
||||
Current |
Note |
2024 |
2023 |
2024 |
2023 |
Trade debtors |
|
|
|
|
|
Amounts owed by related parties |
- |
- |
|
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
|
|
Accrued income |
|
|
|
|
|
Amounts recoverable on contracts |
|
|
|
|
|
Deferred tax assets |
|
- |
|
- |
|
Corporation tax |
|
|
|
- |
|
|
|
|
|
Details of non-current trade and other debtors
£26,084 (2023: £26,148) of other debtors are classfied as non current.
Cash and cash equivalents |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Cash at bank |
|
|
|
|
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
Creditors |
Group |
Company |
||||
Note |
2024 |
2023 |
2024 |
2023 |
|
Due within one year |
|||||
Trade creditors |
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
|
|
Other creditors |
|
|
|
|
|
Accruals |
|
|
|
|
|
Corporation tax liability |
97,811 |
722,036 |
- |
435,523 |
|
Deferred income |
|
|
- |
|
|
|
|
|
|
Provisions for liabilities |
Group
Legal proceedings |
Deferred tax |
Total |
|
At 1 June 2023 |
|
|
|
Decrease in existing provisions |
( |
( |
( |
At 31 May 2024 |
|
- |
|
|
Company
Deferred tax |
Total |
|
At 1 June 2023 |
|
|
Decrease in existing provisions |
( |
( |
At 31 May 2024 |
- |
- |
|
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 £
Contributions totalling £
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
947 |
|
947 |
|
|
160 |
|
160 |
|
|
236 |
|
217 |
|
|
|
|
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: |
Ordinary C shares have the following rights, preferences and restrictions: |
Everoze Partners Limited
Notes to the Financial Statements for the Year Ended 31 May 2024
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.
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 |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
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 £
Company
Operating leases
The total of future minimum lease payments is as follows:
2024 |
2023 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Share-based payments |
Scheme details and movements
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 |
2023 |
|
Outstanding, start of period |
|
|
Granted during the period |
- |
|
Forfeited during the period |
( |
( |
Exercised during the period |
- |
( |
Outstanding, end of period |
|
|
Exercisable, end of period |
|
|
|
The movements in the weighted average exercise price of share options during the year were as follows:
2024 |
2023 |
|
Outstanding, start of period |
|
|
Granted during the period |
- |
|
Forfeited during the period |
|
|
Exercised during the period |
- |
|
Outstanding, end of period |
|
|
Exercisable, end of period |
|
|
|
Scheme details and movements
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 |
2023 |
|
Outstanding, start of period |
|
|
Granted during the period |
- |
|
Forfeited during the period |
( |
- |
Exercised during the period |
- |
( |
Outstanding, end of period |
|
|
Exercisable, end of period |
|
|
|
The movements in the weighted average exercise price of share options during the year were as follows:
2024 |
2023 |
|
Outstanding, start of period |
|
|
Granted during the period |
- |
|
Forfeited during the period |
|
- |
Exercised during the period |
- |
|
Outstanding, end of period |
|
|
Exercisable, end of period |
|
|
|
Dividends |
Interim dividends paid
2024 |
2023 |
|||
Interim dividend of £ |
|
|
||
Interim dividend of £ |
|
|
||
Interim dividend of £ |
|
|
||
|
|
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 |
|
|
|
Advanced |
|
- |
|
Repaid |
( |
( |
( |
Interest transactions |
- |
|
|
At end of period |
|
|
|
|
2023 |
Associates |
Other related parties |
Total |
At start of period |
- |
|
|
Advanced |
|
|
|
Repaid |
( |
- |
( |
At end of period |
|
|
|
|
Terms of loans with related parties
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 |
|
|
Advanced |
|
|
Repaid |
( |
( |
Interest transactions |
|
|
Impairment |
|
|
At end of period |
|
|
|
2023 |
Subsidiary |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
Interest transactions |
|
|
Impairment |
( |
( |
At end of period |
|
|
|
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 |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
2023 |
Associates |
Total |
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
Terms of loans with related parties
Financial instruments |
Group
Categorisation of financial instruments
2024 |
2023 |
|
Financial assets measured at fair value through profit or loss |
|
|