REGISTERED NUMBER: 06493909 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
VERDANTIX LIMITED |
REGISTERED NUMBER: 06493909 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
VERDANTIX LIMITED |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Year Ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 17 |
VERDANTIX LIMITED |
COMPANY INFORMATION |
for the Year Ended 31 March 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
Linden House |
Linden Close |
Tunbridge Wells |
Kent |
TN4 8HH |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
GROUP STRATEGIC REPORT |
for the Year Ended 31 March 2024 |
The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
The directors present their strategic report and the financial statements for the year ended 31 March 2024. |
PRINCIPAL ACTIVITIES |
Verdantix is an independent analyst and advisory firm. It provides Business to Business strategic and technology research, data services, advisory services and events in six different market segments: |
- | ESG |
- | Net Zero |
- | Risk Management |
- | Environment, Health, safety and Quality |
- | Industrial Transformation |
- | Real Estate and the Built Environment |
Verdantix develops and owns proprietary data and insights based on deep primary research with a wide range of market participants. Clients can buy subscriptions to access our research and data services, or purchase individual research reports. In addition we consult and advise clients, invoiced as project based work, and we run events that attract both sponsorship revenues and participant fees. The business is cash generative and we have no external debt, having self-funded growth since inception. |
BUSINESS PERFORMANCE |
The performance of the business in the financial year has been good, particularly in the context of a difficult macro-economic environment and a 'tech bear market' that has particularly impacted the smaller vendors in our client base. We are therefore very pleased to report that turnover grew by 18% with strong performance across all service lines. |
- | Revenue from recurring research subscriptions, a core KPI for the business, grew by 19% to £5,539,759. |
- | Sales of individual reports and reprints, a leading indicator for subscription revenues, grew by 27%. |
- | Advisory project revenues, which reflect deeper engagement with our clients, grew by 8% to £3,275,121. |
- |
Income from one-off events grew by 54% to £906,376 due to an increase in the number of events held during the financial year. |
Profit before tax reduced by £1,440,606 to £918,412. This is the result of investments made across the business. We increased headcount, particularly in Sales, with total headcount for the business growing from 74 to 96 over the period. Talent retention is strategically very important for us, and we were pleased to see an improvement in staff retention, with voluntary attrition reducing from 15% to 12% in the year. We also invested in our marketing operations, reflected in the improvement in our Brand Reach metric (measured by LinkedIn followers) which improved by 37% to 32,412, and in our Research team, leading to an increase in the number of reports published. |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
GROUP STRATEGIC REPORT |
for the Year Ended 31 March 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
RISK | MITIGATION |
Prolonged negative macro-economic environment, | particularly for Tech Sector |
Prolonged pressure on tech firms' discretionary spending and reduced PE funding in the tech sector would impact demand for our services. Impact would be slowing of growth and increased client attrition, impacting profitability. |
The board monitors market conditions and a range of KPIs to adjust our services according to market conditions. This innovation has enabled us to outperform market conditions and grow strongly despite difficult markets in 2023-24. |
Delays to ESG regulations |
Further delays to ESG and decarbonisation regulations would negatively impact demand for our sustainability and ESG research. |
Our diversified portfolio of research solutions provides a hedge against negative drivers in any one of our coverage areas. |
Dramatic changes in the competitive landscape |
We operate in a competitive market. New entrant or challenge from existing competitors could impact client retention and growth. |
We build strong relationships with our clients through our deep research and ongoing support from our expert team of analysts. We also maintain an active innovation agenda to ensure continued differentiation and unique relevance to our clients. We also have a unique position as the analyst firm with the longest track record of covering ESG and sustainability markets. |
Talent attraction and retention |
Covid, working from home, and the difficult macro economic conditions have tightened the labour market. The future growth of the business is dependent on continuing to attract and retain top talent across the firm. |
We have invested into internal hiring and HR teams to ensure we are able to attract and retain top tier talent. We monitor employee satisfaction and retention rates regularly, as well as benchmarking our salary and benefits against the market norms. |
FX risk |
Sales growth continues across multiple geographies increasing our exposure to currency fluctuations. |
We monitor the structural exposure due to increasing levels of foreign currency denominated income and our largely GBP denominated cost base and look for tactical opportunities to minimise FX impacts to the business. We periodically review the opportunity for an FX hedging program but to date have judged the costs to outweigh the benefits. |
ON BEHALF OF THE BOARD: |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
DIVIDENDS |
Dividends of £642,279 (2023: £375,970) were paid during the financial year. The directors recommend that no final dividend be paid. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group 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 then 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 company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, BSR Bespoke, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VERDANTIX LIMITED |
Opinion |
We have audited the financial statements of Verdantix Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 of the parent company affairs as at 31 March 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 Auditors' 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's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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. We have nothing to report in this regard. |
Opinions on other matters 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VERDANTIX LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
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 four, 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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VERDANTIX LIMITED |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained a general understanding of the group's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the group's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the group's industry and regulation. |
We understand that the group complies with the framework through: |
- Outsourcing accounts preparation and tax compliance to external experts. |
- Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary. |
In the context of the audit we considered those laws and regulations which determine the form and content of the financial statements, which are central to the group's ability to conduct its business and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the group: |
- UK and US taxation law |
- UK and US employment law |
- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements |
The senior statutory auditor led a discussion with all members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were: |
- Manipulation of the financial statements, especially revenue recognition and deferred and accrued revenue via fraudulent journal entries or inappropriate estimates as a result of the incentive to reduce UK and US corporation tax liabilities. |
The procedures we carried out to gain evidence in the above areas included: |
- Challenging management regarding assumptions used in the estimates identified above, and comparison to underlying supporting data as appropriate. |
- Substantive work on material areas affecting profit. |
- Testing journal entries, focusing particularly on postings to unexpected or unusual accounts and those posted by unusual personnel. |
Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Other matters which we are required to address |
The comparative figures were unaudited. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
VERDANTIX LIMITED |
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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants & Statutory Auditors |
Linden House |
Linden Close |
Tunbridge Wells |
Kent |
TN4 8HH |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
CONSOLIDATED |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
Notes | £ | £ |
TURNOVER | 4 | 10,833,285 | 9,143,123 |
Cost of sales | 805,387 | 663,141 |
GROSS PROFIT | 10,027,898 | 8,479,982 |
Administrative expenses | 9,184,282 | 6,130,848 |
OPERATING PROFIT | 6 | 843,616 | 2,349,134 |
Interest receivable and similar income | 74,797 | 9,885 |
PROFIT BEFORE TAXATION | 918,413 | 2,359,019 |
Tax on profit | 7 | 269,033 | 480,116 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE (LOSS)/INCOME |
Currency translation differences | (14,445 | ) | 29,834 |
Income tax relating to other comprehensive (loss)/income |
- |
- |
OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR, NET OF INCOME TAX |
(14,445 |
) |
29,834 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
634,935 |
1,908,737 |
Prior year adjustment | 10 | 334,530 |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
969,465 |
Profit attributable to: |
Owners of the parent | 649,380 | 1,878,903 |
Total comprehensive income attributable to: |
Owners of the parent | 969,465 | 1,908,737 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
CONSOLIDATED BALANCE SHEET |
31 March 2024 |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 40,561 | 44,542 |
Tangible assets | 12 | 388 | - |
Investments | 13 | - | - |
40,949 | 44,542 |
CURRENT ASSETS |
Debtors | 14 | 3,168,144 | 1,853,983 |
Cash at bank | 6,857,305 | 6,985,350 |
10,025,449 | 8,839,333 |
CREDITORS |
Amounts falling due within one year | 15 | 5,762,158 | 4,572,291 |
NET CURRENT ASSETS | 4,263,291 | 4,267,042 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
4,304,240 |
4,311,584 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 100 | 100 |
Retained earnings | 4,304,140 | 4,311,484 |
SHAREHOLDERS' FUNDS | 4,304,240 | 4,311,584 |
The financial statements were approved by the Board of Directors and authorised for issue on 20 March 2025 and were signed on its behalf by: |
R J d'Arjuzon - Director |
D N Metcalfe - Director |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
COMPANY BALANCE SHEET |
31 March 2024 |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 3,662,184 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 605,990 | 1,723,222 |
The financial statements were approved by the Board of Directors and authorised for issue on |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 | 100 | 2,778,717 | 2,778,817 |
Changes in equity |
Dividends | - | (375,970 | ) | (375,970 | ) |
Total comprehensive income | - | 1,574,207 | 1,574,207 |
Balance at 31 March 2023 | 100 | 3,976,954 | 3,977,054 |
Prior year adjustment | - | 334,530 | 334,530 |
As restated | 100 | 4,311,484 | 4,311,584 |
Changes in equity |
Dividends | - | (642,279 | ) | (642,279 | ) |
Total comprehensive income | - | 634,935 | 634,935 |
Balance at 31 March 2024 | 100 | 4,304,140 | 4,304,240 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Total comprehensive income | - |
Dividends | - | ( |
) | ( |
) |
Balance at 31 March 2023 |
Prior year adjustment | - |
As restated |
Changes in equity |
Total comprehensive income | - |
Dividends | - | ( |
) | ( |
) |
Balance at 31 March 2024 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
CONSOLIDATED CASH FLOW STATEMENT |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 836,868 | 3,271,972 |
Tax paid | (367,397 | ) | (520,012 | ) |
Net cash from operating activities | 469,471 | 2,751,960 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (14,235 | ) | (33,637 | ) |
Purchase of tangible fixed assets | (518 | ) | - |
Interest received | 74,797 | 9,885 |
Net cash from investing activities | 60,044 | (23,752 | ) |
Cash flows from financing activities |
Amount withdrawn by directors | (198 | ) | - |
Dividends paid | (642,279 | ) | (375,970 | ) |
Net cash from financing activities | (642,477 | ) | (375,970 | ) |
(Decrease)/increase in cash and cash equivalents | (112,962 | ) | 2,352,238 |
Cash and cash equivalents at beginning of year |
2 |
6,984,712 |
4,602,640 |
Effect of foreign exchange rate changes | (14,445 | ) | 29,834 |
Cash and cash equivalents at end of year | 2 | 6,857,305 | 6,984,712 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the Year Ended 31 March 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Profit before taxation | 918,413 | 2,359,019 |
Depreciation charges | 18,346 | 14,970 |
Finance income | (74,797 | ) | (9,885 | ) |
861,962 | 2,364,104 |
Increase in trade and other debtors | (1,241,830 | ) | (84,971 | ) |
Increase in trade and other creditors | 1,216,736 | 992,839 |
Cash generated from operations | 836,868 | 3,271,972 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 6,857,305 | 6,985,350 |
Bank overdrafts | - | (638 | ) |
6,857,305 | 6,984,712 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
as restated |
(Unaudited) |
£ | £ |
Cash and cash equivalents | 6,985,350 | 4,602,640 |
Bank overdrafts | (638 | ) | - |
6,984,712 | 4,602,640 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the Year Ended 31 March 2024 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank | 6,985,350 | (128,045 | ) | 6,857,305 |
Bank overdrafts | (638 | ) | 638 | - |
6,984,712 | (127,407 | ) | 6,857,305 |
Total | 6,984,712 | (127,407 | ) | 6,857,305 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Verdantix Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised when it is probable that future economic benefits will flow to the company from the provision of services and is measured at the fair value of the consideration the company expects to receive from those transactions, net of discounts, rebates and value added tax, specifically: |
Turnover from research products is recognised at the point the product is delivered to the customer, which in most cases is digitally at the point of sale. |
Turnover from research and similar software subscriptions is recognised on a straight-line basis over the fixed term of the subscription. |
Turnover from consultancy and advisory services is recognised over the period in which the services are provided and at the reporting date an estimate of completion is made based on the costs incurred in delivering the service against the total estimated costs to complete. |
Turnover from the sponsorship and attendance of events is recognised at the point in time the event is held. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. |
Laptops and computer hardware are expensed to profit or loss in the year of acquisition as they have an estimated useful life of 12 months or less. |
Financial instruments |
The group enters into basic financial instruments that give rise to financial assets and financial liabilities including trade and other debtors, trade and other creditors, bank account balances, bank loans and other loans and borrowings. |
Debt instruments which are not payable or receivable within one year are initially accounted for at the transaction price and are subsequently accounted for at amortised cost using the effective interest method. Debt instruments payable and receivable within one year are measured at their undiscounted cash amounts. Where the debt instruments are treated as a financing transaction, then the financial asset or liability is measured at the present value of future cash flows based on a market rate of interest. Debt instruments which are treated as financial assets and accounted for at amortised cost are also assessed for impairment. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Cash |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of less than 3 months. |
In the Consolidated Statement of Cash Flows, cash is shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. |
Valuation of investments |
Investments in subsidiary undertakings are recognised at cost less accumulated impairment losses. Impairment losses are charged to profit or loss. |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The Group makes judgements in relation to the revenue recognition of consultancy and advisory contracts. This includes the measurement and recognition of the stage of completion of a contract.When determining the stage of completion, management reviews the progress of work on these contracts against budgets and any additional expected future work that may be required. |
Estimates and judgements are continually evaluated and are based on historical experience with and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Research subscriptions | 5,539,759 | 4,651,056 |
Research products | 1,112,028 | 874,946 |
Advisory projects | 3,275,122 | 3,027,615 |
Events | 906,376 | 589,506 |
10,833,285 | 9,143,123 |
An analysis of turnover by geographical market is given below: |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
United Kingdom | 1,747,598 | 1,356,915 |
Europe | 2,048,313 | 1,416,845 |
Rest of the World | 7,037,374 | 6,369,363 |
10,833,285 | 9,143,123 |
5. | EMPLOYEES AND DIRECTORS |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Wages and salaries | 6,624,272 | 4,441,341 |
Social security costs | 731,964 | 503,496 |
Other pension costs | 203,145 | 179,956 |
7,559,381 | 5,124,793 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
5. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
Employees |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Directors' remuneration | 25,140 | 23,308 |
Directors' pension contributions to money purchase schemes | 55,326 | 79,984 |
Dividends paid to the directors in the year amounted to £642,279 (2023: £375,970). |
6. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Other operating leases | 322,098 | 334,942 |
Depreciation - owned assets | 130 | - |
Website amortisation | 18,216 | 14,970 |
Auditors' remuneration - audit | 21,000 | - |
Other non- audit services | 3,313 | 4,100 |
Foreign exchange differences | 76,388 | (200,000 | ) |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Current tax: |
UK corporation tax | 208,903 | 392,119 |
US corporation tax | 60,130 | 87,997 |
Tax on profit | 269,033 | 480,116 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Profit before tax | 918,413 | 2,359,019 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
229,603 |
448,214 |
Effects of: |
Expenses not deductible for tax purposes | 4,374 | 1,068 |
Effect of overseas taxed at different rates | 34,438 | 41,449 |
Movement in deferred tax not recognised | 618 | (10,615 | ) |
Total tax charge | 269,033 | 480,116 |
Tax effects relating to effects of other comprehensive income |
31.3.24 |
Gross | Tax | Net |
£ | £ | £ |
Currency translation differences | (14,445 | ) | - | (14,445 | ) |
31.3.23 |
Gross | Tax | Net |
£ | £ | £ |
Currency translation differences | 29,834 | - | 29,834 |
On 1 April 2023 the main rate of corporation tax in the UK increased from 19% to 25%. |
8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
9. | DIVIDENDS |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
A Ordinary shares of 0.01 each |
Interim | 321,211 | 187,985 |
B Ordinary shares of 0.01 each |
Interim | 321,068 | 187,985 |
642,279 | 375,970 |
10. | PRIOR YEAR ADJUSTMENT |
Management have identified a typographical error in the calculation of deferred income relating to consultancy and advisory projects as at 31 March 2023. This has been corrected by management and the impact of this is to increase 2023 income by £413,000 and UK corporation tax by £78,470 as well as to reduce deferred income by £413,000 and the UK corporation tax liability by £78,470 as at 31 March 2023. |
11. | INTANGIBLE FIXED ASSETS |
Group |
Website |
£ |
COST |
At 1 April 2023 | 118,164 |
Additions | 14,235 |
At 31 March 2024 | 132,399 |
AMORTISATION |
At 1 April 2023 | 73,622 |
Amortisation for year | 18,216 |
At 31 March 2024 | 91,838 |
NET BOOK VALUE |
At 31 March 2024 | 40,561 |
At 31 March 2023 | 44,542 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
11. | INTANGIBLE FIXED ASSETS - continued |
Company |
Website |
£ |
COST |
At 1 April 2023 |
Additions |
At 31 March 2024 |
AMORTISATION |
At 1 April 2023 |
Amortisation for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Plant and | and |
machinery | fittings | Totals |
£ | £ | £ |
COST |
At 1 April 2023 | 5,473 | 36,802 | 42,275 |
Additions | 518 | - | 518 |
At 31 March 2024 | 5,991 | 36,802 | 42,793 |
DEPRECIATION |
At 1 April 2023 | 5,473 | 36,802 | 42,275 |
Charge for year | 130 | - | 130 |
At 31 March 2024 | 5,603 | 36,802 | 42,405 |
NET BOOK VALUE |
At 31 March 2024 | 388 | - | 388 |
At 31 March 2023 | - | - | - |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
12. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures |
Plant and | and |
machinery | fittings | Totals |
£ | £ | £ |
COST |
At 1 April 2023 |
Additions |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertak- |
ings |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: Tower 49, 12 E 49th St 11th Floor, New York, USA |
Nature of business: |
% |
Class of shares: | holding |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
14. | DEBTORS |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
as restated | as restated |
(Unaudited) | (Unaudited) |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 2,639,985 | 1,504,844 |
Amounts owed by group undertakings | - | - |
Other debtors | 47,735 | 48,127 |
Directors' loan accounts | 1,292 | 1,122 | - | - |
Tax | 72,161 | - |
Prepayments and accrued income | 71,896 | 115,813 |
Prepayments | 269,036 | 184,077 |
3,102,105 | 1,853,983 |
Amounts falling due after more than one | year: |
Other debtors | 66,039 | - |
Aggregate amounts | 3,168,144 | 1,853,983 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
as restated | as restated |
(Unaudited) | (Unaudited) |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 16) | - | 638 |
Trade creditors | 166,666 | 96,931 |
Tax | - | 26,203 |
Social security and other taxes | 167,417 | 106,921 |
VAT | 55,483 | 14,945 | 55,483 | 14,945 |
Other creditors | 28,892 | 23,271 |
Directors' loan accounts | - | 28 | - | 198 |
Accruals and deferred income | 4,867,764 | 4,084,290 |
Accrued expenses | 475,936 | 219,064 |
5,762,158 | 4,572,291 |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
as restated | as restated |
(Unaudited) | (Unaudited) |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | - | 638 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Within one year | 495,291 | 173,240 |
Between one and five years | 858,504 | - |
1,353,795 | 173,240 |
The operating lease under which the commitments at 31 March 2024 fall due commenced on 21 June 2024, but was provisionally agreed before the balance sheet date. |
Company |
Non-cancellable operating | leases |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
Within one year |
Between one and five years |
The operating lease under which the commitments at 31 March 2024 fall due commenced on 21 June 2024, but was provisionally agreed before the balance sheet date. |
VERDANTIX LIMITED (REGISTERED NUMBER: 06493909) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 March 2024 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
A Ordinary | 0.01 | 38 | 38 |
B Ordinary | 0.01 | 54 | 54 |
C Ordinary | 0.01 | 8 | 8 |
100 | 100 |
19. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 March 2024 and 31 March 2023: |
31.3.24 | 31.3.23 |
as restated |
(Unaudited) |
£ | £ |
R J d'Arjuzon |
Balance outstanding at start of year | (27 | ) | (27 | ) |
Amounts advanced | 27 | - |
Amounts repaid | - | - |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | - | (27 | ) |
D N Metcalfe |
Balance outstanding at start of year | 1,122 | 1,122 |
Amounts advanced | 170 | - |
Amounts repaid | - | - |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 1,292 | 1,122 |
20. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is D N Metcalfe. |