Company registration number 06983702 (England and Wales)
Anthesis Limited
Annual report and financial statements
For the year ended 31 August 2024
Anthesis Limited
Company information
Directors
Mr C Noden
Mr T Constantine
Company number
06983702
Registered office
Riverside Mill
Mountbatten Way
Congleton
Cheshire
CW12 1DY
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Anthesis Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Statement of income and retained earnings
10
Statement of financial position
11
Statement of cash flows
12
Notes to the financial statements
13 - 25
Anthesis Limited
Strategic report
For the year ended 31 August 2024
- 1 -

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

Principal activities

Anthesis Ltd is engaged in the Enterprise Resource Planning (ERP) technology sector, predominantly within the UK market, whilst also expanding its international operations with a subsidiary in the USA more recently. The principal activities are providing software, business consultancy and support services.

 

Since our inception in 2009, our primary focus has always been on our customers and employees. This focus has been successfully maintained with the invaluable support of two key vendor partners, a committed team of exceptional delivery consultants, and a proficient sales and operations function.

Review of the business

Strategic Accomplishments:

Over the past year, we have delivered well against our strategic goals, set out in August 2023. There has been a strong focus on software sales, project delivery, managed services and employee engagement.

 

Financial Resilience and Performance:

Anthesis Ltd has shown excellent financial resilience amidst economic challenges, showing a revenue growth of 12.2%.

 

Revenue increased from £16m in 2023 to £18m in 2024, an increase of £2m (£1.2m increase from 2022 to 2023.) This increase came from organic growth and expanding the volume of support contracts and project delivery from new software license sales.

 

The gross profit margin has increased from 24.4% in 2023 to 26.1% in 2024, this is due to a greater volume of recurring income in the form of support contracts.

 

Overheads have risen from 2023 to 2024 by 16.3%. The increase has predominantly been a result of investing in internal resources and raising salaries largely due to higher inflation.

The company maintains a low debt level along with modest average debtor days.

 

The balance sheet remains robust, with cash reserves at a healthy level. This liquidity position underscores our ability to meet short-term obligations promptly and take advantage of strategic opportunities as they arise. Furthermore, our solid cash reserves provide a foundation for stability and resilience in the face of unforeseen challenges, enabling us to navigate uncertainties with confidence.

 

Market Presence:

Anthesis Ltd has embarked on a market expansion strategy by establishing a subsidiary, Anthesis Global Inc in the USA and enhancing its delivery capabilities across North America. This considerable investment will leverage the robust US economy and the escalating demand within the ERP consulting sector in that region. Trade has begun through Anthesis Global Inc after the year end.

 

Digital Transformation:

We have continued to prioritise digital transformation over the past year to boost operational efficiency. The company adopted and deployed a cloud-based ERP solution for managing Projects, Finance, Time Reporting, and Expenses. This significant overhaul has phased out several outdated systems, streamlined internal procedures, and poised the company for further growth.

 

Anthesis Limited
Strategic report (continued)
For the year ended 31 August 2024
- 2 -
Principal risks and uncertainties

The UK economy has encountered substantial challenges over the past 12 months, with new governments in the UK and US, rising costs of employment, inflation pressures, disruptions in the supply chains, fluctuations in energy prices, and an increasing risk of customer cyber security breaches, all of which have impacted our operations. Despite these challenges, the company has retained a resilient stance and continued to invest successfully in software services and consultancy.

The trading environment has been challenging, with several customers postponing capital expenditures due to the uncertain landscape shaped by rising interest rates, inflation, and the instability of the global geopolitical climate.

 

Risks:

 

Foreign Currency Risk:

Anthesis Ltd trades across various currencies but predominantly Euro, Dollar, British pound and Sri Lankan Rupee. The company may face currency risks due to its international operations, exposure to foreign exchange fluctuations, and transactional currency mismatches. Fluctuations in exchange rates could impact the company's financial results and cash flows. Utilising hedging instruments, limiting cross currency contracts and conducting currency risk assessments can help manage exposure to currency risk.

Cashflow Risks:

Ensuring adequate liquidity is crucial for meeting short-term obligations and funding operational activities. Inadequate cash flow or access to credit facilities could hinder Anthesis Ltd's ability to seize growth opportunities or navigate unforeseen challenges. Anthesis Ltd has always been a conservative business maintaining adequate reserves however needs to keep a focus on effective cash management strategies whilst keeping credit lines open.

Credit Risks:

Anthesis Ltd may encounter credit risk from its customers, suppliers, and partners. Non-payment or default by customers could lead to revenue losses, while supplier insolvency could disrupt operations. The business maintains healthy partnerships with its customers but should also continue to rely on credit assessment procedures, and focus on credit control for managing credit risk.

 

Operational Risks:

Operational disruptions, such as IT failures, supply chain disruptions, or regulatory non-compliance, could adversely affect Anthesis Ltd's financial performance and reputation. We continue to review, implement and invest into our internal controls, disaster recovery plans, information security controls and compliance frameworks to mitigate operational risks through an annual quality assurance plan.

 

Development and performance

In preparation for FY24/25, we crafted and shared our strategic plans for the upcoming trading period across the company. These were received positively and this encourages us as we look forward to implementing these plans in the coming year.

 

With our historically prudent approach to business, we find ourselves well-placed to seize opportunities amidst prevailing economic stability.

Key performance indicators

For the financial period ending 31 August 2024, we were content with the company's performance, achieving sales of £17,985,704 (2023: £16,034,377 ). This represents a growth of £1,951,327 (2023: £1,189,565 ), or a 12.2% increase (2023: 8%).

 

The primary performance indicators for the business are the increase in sales and gross profit margins, with a recorded gross profit margin of 26.1% (2023: 24.4%).

Anthesis Limited
Strategic report (continued)
For the year ended 31 August 2024
- 3 -
Other information and explanations

Employees

Anthesis Ltd's employment policy champions equal opportunities for all current and prospective employees, strictly opposing any form of discrimination. We foster a workplace where everyone is treated with fairness and respect. Over the past year, employee numbers have risen from 91 to 106, as we continue to invest in high-quality talent.

 

In our annual employee survey participation levels remained high at 86%, demonstrating a continued strong interest from employees in shaping the workplace experience. We have introduced several employee initiatives to continue our commitment to our people.

 

Looking ahead, we will be partnering with Great Place to Work UK to benchmark ourselves against industry peers. This will provide valuable insights into our position in the market and highlight opportunities for further improvement. We will be working towards Great Place to Work accreditation, underpinned by targeted engagement action plans to ensure continuous improvement.

Corporate social responsibility

At Anthesis Ltd, our commitment to Corporate Social Responsibility (CSR) remains at the heart of how we operate. Our CSR strategy continues to be guided by three core principles: prioritising our people, minimising our environmental impact, and supporting the global communities we serve.

Over the past year, we have taken meaningful steps to strengthen our impact:

 

On behalf of the board

Mr C Noden
Director
20 May 2025
Anthesis Limited
Directors' report
For the year ended 31 August 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 August 2024.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £550,0000 (2023 - £252,000). The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr C Noden
Mr T Constantine
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

Anthesis Limited
Directors' report (continued)
For the year ended 31 August 2024
- 5 -
On behalf of the board
Mr C Noden
Mr T Constantine
Director
Director
20 May 2025
Anthesis Limited
Independent auditor's report
To the members of Anthesis Limited
- 6 -
Opinion

We have audited the financial statements of Anthesis Limited (the 'company') for the year ended 31 August 2024 which comprise the statement of income and retained earnings, the statement of financial position, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

Anthesis Limited
Independent auditor's report (continued)
To the members of Anthesis Limited
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 directors' 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

Auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Anthesis Limited
Independent auditor's report (continued)
To the members of Anthesis Limited
- 8 -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Anthesis Limited
Independent auditor's report (continued)
To the members of Anthesis Limited
- 9 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stacey Parr FCCA
Senior Statutory Auditor
For and on behalf of DJH Audit Limited
23 May 2025
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Anthesis Limited
Statement of income and retained earnings
For the year ended 31 August 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
17,985,704
16,034,377
Cost of sales
(13,290,234)
(12,116,819)
Gross profit
4,695,470
3,917,558
Administrative expenses
(3,687,590)
(3,171,245)
Other operating income
-
0
20,893
Operating profit
4
1,007,880
767,206
Interest receivable and similar income
7
11,371
8,492
Interest payable and similar expenses
8
(16,649)
(12,103)
Profit before taxation
1,002,602
763,595
Tax on profit
9
(250,881)
(164,883)
Profit for the financial year
751,721
598,712
Retained earnings brought forward
2,946,857
2,600,145
Dividends
10
(550,000)
(252,000)
Retained earnings carried forward
3,148,578
2,946,857
Anthesis Limited
Statement of financial position
As at 31 August 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
202,812
278,956
Current assets
Debtors
12
5,048,405
3,448,424
Cash at bank and in hand
1,491,804
2,295,917
6,540,209
5,744,341
Creditors: amounts falling due within one year
13
(3,484,076)
(2,838,273)
Net current assets
3,056,133
2,906,068
Total assets less current liabilities
3,258,945
3,185,024
Creditors: amounts falling due after more than one year
14
(66,667)
(166,667)
Provisions for liabilities
Deferred tax liability
16
41,900
69,700
(41,900)
(69,700)
Net assets
3,150,378
2,948,657
Capital and reserves
Called up share capital
19
1,800
1,800
Profit and loss reserves
20
3,148,578
2,946,857
Total equity
3,150,378
2,948,657

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 20 May 2025 and are signed on its behalf by:
Mr C Noden
Mr T Constantine
Director
Director
Company registration number 06983702 (England and Wales)
Anthesis Limited
Statement of cash flows
For the year ended 31 August 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
23
(7,074)
574,576
Interest paid
(16,649)
(12,103)
Income taxes paid
(115,496)
(302,349)
Net cash (outflow)/inflow from operating activities
(139,219)
260,124
Investing activities
Purchase of tangible fixed assets
(28,178)
(299,086)
Proceeds from disposal of tangible fixed assets
1,913
2,550
Interest received
11,371
8,492
Net cash used in investing activities
(14,894)
(288,044)
Financing activities
Repayment of bank loans
(100,000)
(103,705)
Dividends paid
(550,000)
(252,000)
Net cash used in financing activities
(650,000)
(355,705)
Net decrease in cash and cash equivalents
(804,113)
(383,625)
Cash and cash equivalents at beginning of year
2,295,917
2,679,542
Cash and cash equivalents at end of year
1,491,804
2,295,917
Anthesis Limited
Notes to the financial statements
For the year ended 31 August 2024
- 13 -
1
Accounting policies
Company information

Anthesis Limited is a private company limited by shares incorporated in England and Wales. The registered office is Riverside Mill, Mountbatten Way, Congleton, Cheshire, CW12 1DY.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on despatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% straight line
Computers
25% straight line
Motor vehicles
33% per annum of net book value
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
1
Accounting policies
(Continued)
- 14 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

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

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash at bank.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, loans to related parties and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
1
Accounting policies
(Continued)
- 17 -
1.14
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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

 

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

 

In the director's opinion there are no critical judgements or estimates that they have been made aware of in applying company accounting policies and that have had a significant effect on the amounts recognised in the financial statements.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
12,431,052
11,271,149
Europe
2,641,295
2,714,862
Rest of the World
2,913,357
2,048,366
17,985,704
16,034,377
2024
2023
£
£
Other revenue
Interest income
11,371
8,492
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
56,197
51,898
Fees payable to the company's auditor for the audit of the company's financial statements
20,500
15,000
Depreciation of owned tangible fixed assets
99,639
72,878
Loss on disposal of tangible fixed assets
2,770
1,081
Operating lease charges
68,406
23,812
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
- 18 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Directors
2
2
Administration
28
24
Cost of sales
76
65
Total
106
91

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
6,492,654
5,523,773
Social security costs
715,152
590,073
Pension costs
412,261
259,984
7,620,067
6,373,830
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
29,466
20,873
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
11,355
8,492
Other interest income
16
-
0
Total income
11,371
8,492
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
11,355
8,492
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
- 19 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
16,649
11,756
Other finance costs:
Other interest
-
0
347
16,649
12,103
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
278,681
115,480
Adjustments in respect of prior periods
-
0
(20,297)
Total current tax
278,681
95,183
Deferred tax
Origination and reversal of timing differences
(27,800)
69,700
Total tax charge
250,881
164,883

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
1,002,602
763,595
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
250,651
190,899
Tax effect of expenses that are not deductible in determining taxable profit
497
478
Adjustments in respect of prior years
-
0
(20,297)
Effect of change in corporation tax rate
-
0
(18,705)
Deferred tax adjustments in respect of prior years
-
0
14,095
Enhanced super deduction
-
0
(1,548)
Rounding
(267)
(39)
Taxation charge for the year
250,881
164,883
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
- 20 -
10
Dividends
2024
2023
£
£
Interim paid
550,000
252,000
11
Tangible fixed assets
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 September 2023
19,264
147,161
250,303
416,728
Additions
-
0
28,178
-
0
28,178
Disposals
-
0
(24,081)
-
0
(24,081)
At 31 August 2024
19,264
151,258
250,303
420,825
Depreciation and impairment
At 1 September 2023
18,573
77,887
41,312
137,772
Depreciation charged in the year
439
30,272
68,928
99,639
Eliminated in respect of disposals
-
0
(19,398)
-
0
(19,398)
At 31 August 2024
19,012
88,761
110,240
218,013
Carrying amount
At 31 August 2024
252
62,497
140,063
202,812
At 31 August 2023
691
69,274
208,991
278,956
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
4,322,039
2,729,696
Other debtors
222,462
409,559
Prepayments and accrued income
503,904
309,169
5,048,405
3,448,424
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
- 21 -
13
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
15
100,000
100,000
Trade creditors
817,904
753,968
Corporation tax
278,665
115,480
Other taxation and social security
465,613
392,940
Other creditors
520,884
139,566
Accruals and deferred income
1,301,010
1,336,319
3,484,076
2,838,273
14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
15
66,667
166,667
15
Loans and overdrafts
2024
2023
£
£
Bank loans
166,667
266,667
Payable within one year
100,000
100,000
Payable after one year
66,667
166,667

The bank loans are secured by fixed and floating charges over all assets of the company.

16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
50,700
69,700
Retirement benefit obligations
(8,800)
-
41,900
69,700
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
16
Deferred taxation
(Continued)
- 22 -
2024
Movements in the year:
£
Liability at 1 September 2023
69,700
Credit to profit or loss
(27,800)
Liability at 31 August 2024
41,900
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
412,261
259,984

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £36,923 (2023 - £32,702) were payable to the fund at the balance sheet date and are included in creditors.

 

18
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 September 2023 and 31 August 2024
-
0
115,000
-
0
1.87
Exercisable at 31 August 2024
-
0
-
0
-
0
-
0
Liabilities and expenses
Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
18
Share-based payment transactions
(Continued)
- 23 -

The shares vest to the option holders on the sale of the company or at the discretion of the company.

 

This is an equity-settled share based payment arrangement. We have estimated the share options to vest to the option holders over 10 years.

 

The company is unable to directly measure the fair value of employee services received. Instead the fair value of share options granted is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes similar to this scheme.

 

The key assumptions used are the exercise price of £1.87 and £1.50 per share option set out in the option agreements, a share price based on a valuation of the company, the government risk free interest rate and the life of the option from the date of grant to the estimated date of exercise. The volatility of the share price was determined by utilising historic variations in earnings.

 

The total carrying amount at the end of the period for liabilities arising from the share-based payment transactions is £nil (2023 - £nil).

 

No expense has been recognised in the current or prior period on the basis that amounts are not material.

19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.1p each
800,000
800,000
800
800
Ordinary B shares of 0.1p each
1,000,000
1,000,000
1,000
1,000
1,800,000
1,800,000
1,800
1,800

Each Ordinary A share carries voting rights, dividend rights and the right to participate in distributions on winding up.

 

Each Ordinary B share carries no voting rights, dividend rights and no right to participate in distributions on winding up.

20
Profit and loss reserves

Profit and loss reserves represents the accumulated profits less accumulated losses and distributions up to the reporting date. This is a distributable reserve.

Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
- 24 -
21
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
85,033
36,444
Between two and five years
81,967
57,260
167,000
93,704
22
Related party transactions

Transactions with directors

 

Dividends totalling £550,000 (2023 - £252,000) were paid in the year in respect of shares held by the company's directors.

 

There are balances due to the directors of £106,072 (2023 - £106,811).

 

Transactions with related parties

During the year, the company incurred expenditure in respect of a management charge of £350,000 (2023 - £250,000) from a related party company under common control. Balances outstanding to this related party company at the year end totalled £372,240 (2023 - £200,000).

 

During the year, the company incurred expenditure of £767 (2023 - £Nil) from a related party company under common control. Balances outstanding from this related party company at the year end totalled £767 (2023 - £Nil).

 

During the year the company also incurred expenditure of £81,235 (2023 - £118,122) from a company that has directors in common. Balances owing to this related party company at the year end totalled £86,707 (2023 - £5,472).

 

Anthesis Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
- 25 -
23
Cash (absorbed by)/generated from operations
2024
2023
£
£
Profit for the year after tax
751,721
598,712
Adjustments for:
Taxation charged
250,881
164,883
Finance costs
16,649
12,103
Investment income
(11,371)
(8,492)
Loss on disposal of tangible fixed assets
2,770
1,081
Depreciation and impairment of tangible fixed assets
99,639
72,878
Movements in working capital:
Increase in debtors
(1,599,981)
(95,184)
Increase/(decrease) in creditors
482,618
(171,405)
Cash (absorbed by)/generated from operations
(7,074)
574,576
24
Analysis of changes in net funds
1 September 2023
Cash flows
31 August 2024
£
£
£
Cash at bank and in hand
2,295,917
(804,113)
1,491,804
Borrowings excluding overdrafts
(266,667)
100,000
(166,667)
2,029,250
(704,113)
1,325,137
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