REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
RELEX LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
RELEX LIMITED |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 4 |
Income Statement | 7 |
Other Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Cash Flow Statement | 11 |
Notes to the Cash Flow Statement | 12 |
Notes to the Financial Statements | 13 |
RELEX LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
264 Banbury Road |
Oxford |
OX2 7DY |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
The principal activity of Relex Limited in the year under review was that of providing support services in accordance with their intercompany agreement to the parent company Relex Oy. |
REVIEW OF BUSINESS |
Relex Limited ("the company") continues to provide support services in the United Kingdom. Turnover for the year ended 31 December 2023 was £17,573,590 (2022: £13,214,619). Profit before tax was £786,806 (2022: £556,026 loss). Net assets were £2,622,646 (2022: £1,768,243). |
PRINCIPAL RISKS AND UNCERTAINTIES |
Market and Competition risk - The company is exposed to normal market and economic risks and manages competition by concentrating on its strengths. |
Regulatory risk - The company minimises regulatory risk by training key personnel and appointing external experts where appropriate, to assess any potential non-compliance. Accounting is an example of an externally audited area. |
KEY PERFORMANCE INDICATORS |
Key financial performance indicators during the year were as follows: |
31.12.23 | 31.12.22 | Change |
£ | £ | % |
Turnover | 17,573,590 | 13,214,619 | 33 |
Operating profit/(loss) | 777,727 | (462,351) | 268 |
Net cash flow | 95,198 | 210,661 | (55) |
Current assets compare to current liabilities (quick ratio) | 2.00 | 1.57 | 27 |
OTHER KEY PERFORMANCE INDICATORS |
Turnover increased by 33% during the year due to the mark up on cost-plus activities attributed to the increase in headcount and investment made by the employees. |
The company's quick ratio has increased in the period primarily to the increase in current assets of 73.7% outweighing the increase in current liabilities of 35.8%. |
FUTURE DEVELOPMENTS |
The directors' strategy remains to continue investment in all employee functions in order to provide a high level of customer satisfaction resulting in continued annual turnover growth. |
ON BEHALF OF THE BOARD: |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
FUTURE DEVELOPMENTS |
Refer to the Strategic Report. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of 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 company 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Shaw Gibbs (Audit) Limited, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RELEX LIMITED |
Opinion |
We have audited the financial statements of Relex Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2023 and of its 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 company 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 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 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 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 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 |
RELEX LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 three, 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 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 company or to cease operations, or have no realistic alternative but to do so. |
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 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. |
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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. |
1. | At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws regulations. This helps us to plan appropriate risk assessments. |
2. | During the audit we focused on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation. |
3. | We assessed the risk of material misstatement in the financial statements including as a result of fraud and undertook procedures including: |
a. | Reviewing the controls set in place by management |
b. | Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist |
c. | Challenging management assumptions with regard to accounting estimates |
d. | Identifying and testing journal entries, particularly those which appear to be unusual by size or nature |
e. | Reviewing health and safety reports and obtaining BSI audit results to ensure that the company have complied with the appropriate requirements. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RELEX 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 |
Statutory Auditor |
264 Banbury Road |
Oxford |
OX2 7DY |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
31.12.23 | 31.12.22 |
as restated |
Notes | £ | £ |
TURNOVER | 4 |
Administrative expenses |
777,726 | (574,516 | ) |
Other operating income |
OPERATING PROFIT/(LOSS) | 6 | ( |
) |
Interest receivable and similar income |
787,181 | (555,243 | ) |
Interest payable and similar expenses | 7 |
PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
Tax on profit/(loss) | 8 | ( |
) |
PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
31.12.23 | 31.12.22 |
as restated |
Notes | £ | £ |
PROFIT/(LOSS) FOR THE YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
BALANCE SHEET |
31 DECEMBER 2023 |
31.12.23 | 31.12.22 |
as restated |
Notes | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 |
CURRENT ASSETS |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 15 |
Capital contribution reserve | 16 |
Retained earnings | 16 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up | Capital |
share | Retained | contribution | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - | (388,141 | ) | (226,181 | ) |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - | 691,138 | 854,403 |
Balance at 31 December 2023 |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
31.12.23 | 31.12.22 |
as restated |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Interest paid | ( |
) | ( |
) |
Tax paid | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Interest received |
Net cash from investing activities | ( |
) |
Increase in cash and cash equivalents |
Cash and cash equivalents at beginning of year |
2 |
138,739 |
Cash and cash equivalents at end of year | 2 | 444,598 | 349,400 |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Profit/(loss) before taxation | ( |
) |
Depreciation charges |
Loss on disposal of fixed assets |
Share option movement | 176,435 | 714,144 |
Finance costs | 375 | 783 |
Finance income | (9,455 | ) | - |
1,122,683 | 225,441 |
(Increase)/decrease in trade and other debtors | ( |
) |
Increase in trade and other creditors |
Cash generated from operations |
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 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 444,598 | 349,400 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
as restated |
£ | £ |
Cash and cash equivalents | 349,400 | 138,739 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank | 349,400 | 95,198 | 444,598 |
349,400 | 444,598 |
Total | 349,400 | 95,198 | 444,598 |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Relex Limited is a |
The company's trading address is SalesForce Tower, L25 West, 110 Bishopsgate, London, EC2N 4AY. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The accounts are presented in Pounds Sterling (£) and rounded to the nearest £1. |
Going concern |
The directors of the company have received assurances from the directors of Relex Oy, the parent company, that they will continue to utilise the services of the company for the foreseeable future. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements. |
Related party exemption |
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. |
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 represents amounts charged to the company's parent company under an advertising and marketing agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred. |
Tangible fixed assets |
Improvements to property | - |
Financial instruments |
Basic Financial Instruments, as covered by Section 11 of FRS102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS102. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
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 company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Share-based payments |
Equity-settled share-based compensation benefits are provided to employees. |
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services. |
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. |
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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. |
There only key source of estimation of critical accounting judgement made by the directors in preparing these financial statements is in relation to share options. |
The company's employees have been granted share options by the ultimate parent company Relex Oy. The company makes use of the exemption in Section 26 of FRS 102 to account for the expense on a reasonable allocation of the parent company's total expense. The company has calculated its allocation of the parent company's total expense based on the number of participating employees in the company compared to the number of participating employees in the group. |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
4. | TURNOVER |
The turnover and profit (2022 - loss) before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by geographical market is given below: |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Europe |
5. | EMPLOYEES AND DIRECTORS |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
as restated |
Support services | 114 | 100 |
Administration | 20 | 9 |
Included within wages and salaries is £176,434 (2022: £714,144) relating to the share based charge in the year. |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Directors' remuneration |
6. | OPERATING PROFIT/(LOSS) |
The operating profit (2022 - operating loss) is stated after charging: |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Loss on disposal of fixed assets |
Auditors' remuneration |
Foreign exchange differences |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Bank interest |
8. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the profit for the year was as follows: |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax | ( |
) |
Tax on profit/(loss) | ( |
) |
UK corporation tax has been charged at 23.50% . |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Profit/(loss) before tax | ( |
) |
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Capital allowances in excess of depreciation | - | ( |
) |
Depreciation in excess of capital allowances | - |
Utilisation of tax losses | ( |
) |
Adjustments to tax charge in respect of previous periods | ( |
) |
Share options exercised | ( |
) |
Marginal relief | ( |
) |
Deferred tax |
Total tax charge/(credit) | 108,837 | (167,885 | ) |
As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's financial year straddles this date, a blended corporation tax rate of 23.52% has been applied which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year in which each main tax rate was applied. |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
9. | PRIOR YEAR ADJUSTMENT |
Statement of changes in equity | Share capital | Retained earnings | Capital contribution reserve | Total equity |
Balance at 1 January 2022 | 1,000 | 1,441,240 | - | 1,442,240 |
Prior year adjustment | - | - | 552,184 | 552,184 |
Restated balance | 1,000 | 1,441,240 | 552,184 | 1,994,424 |
Changes in equity for 2022 | - | - | - | - |
Prior year adjustment | - | (535,609) | 161,960 | (373,649) |
Total income | - | 147,468 | - | 147,468 |
Balance at 31 December 2022 | 1,000 | 1,053,099 | 714,144 | 1,768,243 |
During the year it was established that options over shares in the parent company had been granted to employees of the company. No expense related to these options had been recognised in previous accounting periods. As a result, wages were understated by £552,184 in year to 31 December 2021 and £161,960 in year to 31 December 2022. Therefore a prior year adjustment has been made correct the error to correct the opening capital contribution reserve position at 1 January 2022 and subsequent balance at 31 December 2022. Alongside this adjustment, an increase in the prior year deferred tax asset resulting in final deferred tax asset balance of £167,885, was recognised to reflect the anticipated future deductions available when exercised. |
10. | TANGIBLE FIXED ASSETS |
Improvement |
to |
property |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
Tax |
VAT |
Deferred tax asset |
Prepayments |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Trade creditors |
Tax |
Social security and other taxes |
Other creditors |
Accrued expenses |
13. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Within one year |
Between one and five years |
14. | DEFERRED TAX |
£ |
Balance at 1 January 2023 | ( |
) |
Provided during year |
Utilisation of losses | 130,763 |
Share based payment asset | (40,816 | ) |
Balance at 31 December 2023 | ( |
) |
15. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | as restated |
£ | £ |
Ordinary | £1 | 1,000 | 1,000 |
16. | RESERVES |
Capital |
Retained | contribution |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 1,767,243 |
Profit for the year |
Share option charge | - | 176,434 | 176,434 |
Share option exercise | 13,169 | (13,169 | ) | - |
At 31 December 2023 | 2,621,646 |
RELEX LIMITED (REGISTERED NUMBER: 07979321) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
17. | ULTIMATE PARENT COMPANY |
Relex Oy (incorporated in Finland) is regarded by the directors as being the company's ultimate parent company. Copies of the parent company accounts are available from Postintaival 7, 00230 Helsinki, FInland. |
It is the opinion of the directors that there is no ultimate controlling party. |
18. | SHARE-BASED PAYMENT TRANSACTIONS |
The ultimate parent company, Relex Oy has reserved shares of common stock for issuance as stock options. |
The stock options granted expire in 10 years from this date or upon termination of the optionee's employment or other relationship with the company. The options vest over 5 years with 20% of the original number of shares becoming exercisable on the anniversary of the vesting start date and shall become exercisable for an additional 5% of the original number of shares granted as of the last day of each three-month period thereafter until the fifth anniversary of the vesting start date. The options are equity settled and valued using the Black Scholes method of valuation. |
Detailed below are movements in share options since 1 January 2023: |
Weighted average exercise price(EUR | ) | Number | Weighted average exercise price(EUR | ) | Number |
2023 | 2023 | 2022 | 2022 |
Options outstanding at beginning of the year | 1.62 | 1,180,300 | 0.82 | 1,191,000 |
Options granted during the year | 7.3 | 15,000 | 8.26 | 17,500 |
Options transferred during the year | - | - | - | - |
Options forfeited during the year | - | - | - | - |
Options exercised during the year | 1.14 | (32,400 | ) | 6.02 | (28,200 | ) |
Outstanding at the end of the year | 1.71 | 1,162,900 | 1.62 | 1,180,300 |
In the year ended 31 December 2023, the company recorded employee expenses of £176,434 (2022: £714,144) related to share-based payments. |
In the year ended 31 December 2022, there was a a 100 for 1 share split on the options that had been granted before 1 January 2022. For ease of reference, the options outstanding at the beginning of the year have been shown post impact of this split. |
The share based payment expense is recognised on a reasonable allocation of the group expense. |