Report and Financial Statements
Balaena Consulting Limited
For the Year Ended 30 June 2024
Registered number: 13833462
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Balaena Consulting Limited
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Company Information
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Simon James Gillett
Balaena Limited
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12 - 15 Donegall Square West
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Balaena Consulting Limited
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Contents
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Independent auditor's report
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Notes to the financial statements
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Independent Auditor's Report to the Members of Balaena Consulting Limited
We have audited the financial statements of Balaena Consulting Limited (the 'Company'), which comprise the balance sheet as at 30 June 2024, the statement of income and retained earnings for the year then ended, and the 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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
In our opinion, Balaena Consulting Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 30 June 2024 and of its financial performance for the financial year then ended; and
∙ have been prepared in accordance with the Companies Act 2006 and other applicable legislation.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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In auditing the financial statements, we have concluded that the director's 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 Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities, and the responsibilities of the director, with respect to going concern are described in the relevant sections of this report.
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Independent Auditor's Report to the Members of Balaena Consulting Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon, including the Director's Report. The director is responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, 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.
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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Director's Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Director's Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit;
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Independent Auditor's Report to the Members of Balaena Consulting Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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As explained more fully in the Directors' responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 and for such internal control as the director 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, management is responsible for assessing the 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their 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.
A further description of an auditor's 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 auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance
with laws and regulations related to compliance with Data Privacy Law, Employment Law, Environmental Regulations, Health & Safety Laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the local law and tax Companies Act 2006 and UK tax legislation. The audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations.
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Independent Auditor's Report to the Members of Balaena Consulting Limited (continued)
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the group’s regulatory and legal correspondence and review of minutes of board and director’s meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls establishment to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including the estimated useful of tangible assets and the estimated settlement of underwriting-based targets; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Neal Taylor FCA (Senior Statutory Auditor)
For and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors
Belfast
Northern Ireland
27 March 2025
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Balaena Consulting Limited
Registered number:13833462
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Balance Sheet
As at 30 June 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The director considers that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
Approved by the board on 27 March 2025 and signed on its behalf by:
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Balaena Consulting Limited
Registered number:13833462
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Balance Sheet (continued)
As at 30 June 2024
The notes on pages 9 to 17 form part of these financial statements.
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
Balaena Consulting Limited (the 'Company') is a private company limited by shares incorporated and registered in United Kingdom. The Company is a wholly owned subsidiary of Balaena Limited, a private company limited by shares incorporated and registered in England.
The registered office of the Company and its parent is The Gaia Energy Centre, Delabole, England. The nature of the Company's operations and its principal activities are set out in the Directors' Report.
2.Statement of compliance and basis of preparation
The financial statements of the Company have been prepared under the historical cost convention and in compliance with FRS 102, as modified by section 1A applicable to small entities, as it applies to the financial statements of the Company. The Company has taken advantage certain disclosure exemptions available under this standard including those relating to statement of cash flows and related party transactions. The Company is also subject to the requirements of the Companies Act 2006.
The financial statements are presented in Pound Sterling (£) which is the functional currency of the Company. The functional currency of the Company is the currency of the primary economic environment in which the Company operates. The amounts presented in the financial statements have been rounded to the nearest Pound Sterling.
The financial statements have been prepared on a going concern basis. However, as of the balance sheet date, the Company reported a net liabilities position of £1,205,583 (2023: £634,463) due to continuing losses. The directors have assessed the company's ability to continue as a going concern, taking into account the confirmation from the ultimate parent company that they are committed to providing the necessary ongoing financial support to enable the Company to meet its financial obligations as they fall due for at least 12 months from the date of approval of these financial statements. As a result, the directors have a reasonable expectation that the Company has sufficient resources to continue its operations for the foreseeable future.
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Statement of compliance and basis of preparation (continued)
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Significant judgements and estimates
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The presentation of the financial statements in accordance with FRS 102, as modified by section 1A applicable to small entities, requires management to make judgements and estimates that affect amounts reported in the financial statements and the related notes. Judgements and estimates are based on different factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates.
Estimated useful lives and residual values of fixed assets
As described in the accounting policies, depreciation of tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised if necessary.
Impairment of debtors
An adequate amount of allowance for impairment is provided where objective evidence of impairment exists. The Company evaluates the amount of allowance for impairment based on available facts and circumstances affecting the collectability of the accounts, including, but not limited to, the length of the Company's relationship with the customers, the customers' current credit status, average age of accounts, collection experience and historical loss experience.
No impairment of the Company's debtors was recognised during the years ended 30 June 2024 and 2023. The carrying value of debtors is shown in Note 7.
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
The significant accounting policies applied in the preparation of these financial statements are summarised below. These policies have been consistently applied to the year presented.
Costs and expenses are recognised in the profit and loss account upon utilisation of the related goods or servives by the Company.
The tax charge for the year is calculated using the tax rates and laws applicable to the year to which they relate, based on results for the year.
Any current tax assets or liabilities comprise those claims from, or obligations to, tax authorities relating to the current or prior reporting years, that are unallocated or unpaid at the end of the reporting year. All changes to current tax assets or liabilities are recognised as a component of tax payable in the profit and loss account.
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Tangible fixed assets and depreciation
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Tangible fixed assets are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition of the assets.
Where, in the opinion of the directors, a tangible fixed asset has permanently diminished in value, the diminution in value is provided for in the profit and loss account, thereby reducing the tangible fixed asset to its recoverable amount. Where a diminution in the value of a tangible fixed asset has been charged to the profit and loss, but circumstances giving rise to the diminution have reversed, the provision is written back to the extent that it is no longer necessary.
The gain or loss arising on the disposal or retirement of an item of tangible fixed asset is determined as the difference between the sales proceeds received and the carrying amount of the tangible fixed asset and is recognised in profit or loss.
Depreciation is provided on all tangible fixed assets at rates calculated to write off cost, less estimated residual value, of each tangible fixed asset evenly over its expected useful life of 4 years.
Short-term debtors with no stated interest rate and receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account. Debtors consist of prepaid expenses and other debtors.
Page 9
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
Short-term creditors with no stated interest rate and payable within one year are recorded at transaction price. Creditors consist of amounts owed to group undertakings, hire purchase loan, accrued expenses and other creditors.
Amounts owed to group undertakings consist of other creditors owed to a company under the control of the Company's subsidiary.
Creditors are classified as creditors: amounts falling due within one year if payment is due to be settled within one year or less after the end of the financial year or the Company does not have an unconditional right to defer settlement of the creditor for at least twelve months after the end of the financial year.
Called-up share capital represents the nominal value of the shares that have been issued.
Profit and loss reserve includes all current and prior periods retained profits and losses, less any dividends declared.
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Related party relationships and transactions
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Related party transactions are transfers of resources, services or obligations between the Company and its related parties, regardless of whether a price is charged. Parties are considered to be related if one party has direct or indirect control of the party, the parties are subject to common control from the same source, one party has influence over the financial and operating policies of the other party to an extent that the other party might be inhibited from pursuing at all times its own separate interests or the parties, entering a transaction, are subject to influence from the same source to such an extent that one of the parties to the transaction has subordinated its own separate interests.
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Post balance sheet events
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Any post-year-end event that provides additional information about the Company's financial position at the end of the reporting period (adjusting event) is reflected in the financial statements. Post-year-end events that are not adjusting events, if any, are disclosed if material to the financial statements.
Page 10
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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During the year, the net book value of motor vehicles held under finance leases and hire purchase contracts amount to £94,528 (2023: £44,832)
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Due after more than one year
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Page 11
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Creditors: Amounts falling due within one year
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts due from connected person and companies
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand. The hire purchase loan is repayable in fixed monthly installments including the interest over a period of 60 months.
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00
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There is a single class of ordinary shares. There are no restrictions on the distribution of dividends, voting rights and the repayment of capital.
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Reconciliation of movement in capital and reserves
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Loss for the financial year
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Page 12
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Related party transactions
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The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.
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Ultimate controlling party
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The Company's ultimate parent is Balaena Limited and is incorporated and registered in UK with a registered address of The Gaia Energy Centre, Delabole, Cornwall, United Kingdom PL33 9DA. The Company is a member of Balaena Group and for which group accounts are drawn up.
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Financial risk management
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The Company’s risk management is coordinated with its ultimate owners, in close cooperation with the boardof directors, and focuses on actively securing the Company’s short-to-medium term cash flows.
The Company has exposures to two main areas of risk - liquidity risk and customer credit risk.
Liquidity risk
Liquidity risk refers to the availability of sufficient funds to meet fund withdrawals and other financial commitments associated with financial instruments as they fall due. In order to manage liquidity risk as part of the asset and liability management process, the owners monitor expected operating cash flows and make available funds to the Company in order to enable it to have sufficient funds available to meet its predicted cash flows.
At 30 June 2024, the Company's financial liabilities had expected maturities as follows:
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Amounts owed to group undertakings
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Amounts due from connected person and companies
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Page 13
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Balaena Consulting Limited
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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At 30 June 2023, the Company's financial liabilities had expected maturities as follows:
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Amounts owed to group undertakings
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Amounts due from connected person and companies
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Credit risk
Credit risk is the risk that counterparty may fail to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments arising from its advances to related party undertaking. The Company monitors the occurrence of defaults by counterparty. The Company’s policy is to deal only with creditworthy counterparties.
The maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown in the balance sheet. None of the Company’s financial assets are secured by collateral or other credit enhancements.
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Financial assets and liabilities
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The carrying amounts presented in the balance sheet relate to the following categories of assets and liabilities:
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Financial assets that are debt instruments measured at amortised costs
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Debtors (excluding prepayments and deferred taxation)
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Financial liabilities measured at amortised cost
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Events since the balance sheet date
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There were no subsequent events to the balance sheet date through the date of the financial statements were signed.
Page 14
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