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Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
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V-NOVA LIMITED
COMPANY INFORMATION
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V-NOVA LIMITED
CONTENTS
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V-NOVA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The Directors present their report and the financial statements for the year ended 31 March 2024.
The Directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 loss for the year, after taxation, amounted to £91,541 (2023 - profit £202,418).
The Directors do not recommend a dividend for the year.
The Directors who served during the year were:
The Company has put in place qualifying indemnity provisions for all of the Directors of V-Nova Limited.
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V-NOVA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the Board and signed on its behalf.
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V-NOVA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF V-NOVA LIMITED
We have audited the financial statements of V-Nova Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
We draw attention to note 2.3 in the financial statements concerning the Company's ability to continue as a going concern. As stated in note 2.3, the Company may be reliant on the Directors of the parent Company being able to raise sufficient additional financing in the next 12 months. These conditions, along with the other matters as set out in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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.
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V-NOVA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF V-NOVA LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
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 Directors' Report.
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.
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.
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V-NOVA LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF V-NOVA LIMITED (CONTINUED)
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Reviewing minutes of meetings of those charged with governance;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.
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 Auditor's 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.
for and on behalf of
Chartered Accountants and Statutory Auditor
Reading Bridge House
George Street
Berkshire
RG1 8LS
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V-NOVA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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V-NOVA LIMITED
REGISTERED NUMBER: 11125008
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
The notes on pages 9 to 17 form part of these financial statements.
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V-NOVA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
V-Nova Limited (registered number 11125008) is a company limited by shares incorporated in England and Wales under the Companies Act. The registered office is Level 2, 20 Eastbourne Terrace, Paddington, London, W2 6LG.
2.Accounting policies
The financial statements are rounded to the nearest whole pound Sterling.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of V-Nova International Limited as at 31 March 2024 and these financial statements may be obtained from Companies House.
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis, taking into account that the Company’s parent, V-Nova International Limited, has confirmed that it will continue to provide such financial support as the Company requires for its continued operations and so it can continue trading for the foreseeable future.
The Directors have reviewed the Company’s going concern position taking into account its own and its parent’s current business activities, budgeted performance, and the factors likely to affect its future development. At the Statement of Financial Position date, the Company has net assets of £229,003 (2023: £320,544). Given the relationship between the Company and its parent, it is reliant on its parent to maintain sufficient working capital. Post balance-sheet date, the Company’s parent raised a further £15.1m in equity funding from existing and new investors. The Group has signed software and IP licensing contracts well exceeding its cost base but revenue generation at scale is dependent on the clients’ roll-out priorities and additional pipeline opportunities are concentrated in high value deals with selected prospects, so it is still difficult to accurately predict cashflows timing. In light of the above, the Group is in advanced discussions with several parties for additional funding to bridge this gap. The parent’s Directors have a history of successfully raising funding in similar amounts from new investors and the existing shareholders have been consistently supportive, also in light of recent commercial successes and backed by the value of the Group’s Intellectual Property. Whilst there is no certainty, the parent’s Directors are confident that they will be able to raise further amounts as required. The Directors have concluded that the circumstances set forth above indicate the existence of material uncertainty, which may cast doubt about the Company’s ability to continue as a going concern, and therefore, that may be unable to realise its assets and discharge its liabilities in the normal course of business. However, they believe that taken as a whole, the factors described above make it probable that the Company will be able to continue as a going concern for the foreseeable future. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.
Functional and presentation currency
Transactions and balances
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Company applies IFRS 15 "Revenue from Contracts with Customers". IFRS 15 provides a five step revenue recognition model:
• Identify the contract • Identify separate performance obligations • Determine the transaction price • Allocate the transaction price to separate performance obligations • Recognise revenue when the performance obligation is satisfied Once the performance obligation(s) is established and the transaction price is allocated (allocation is based on the contract amount as agreed with the customer), revenue is recognised when (or as) products or services are transferred to a customer, this being represented by transfer of control. Control in the context of IFRS 15 is the ability to direct use of, and obtain substantially all of the remaining benefits from, an asset. Indicators of such include: • A present obligation to pay • Physical possession of the asset(s) • Legal title • Risks and rewards ownership • Acceptance of the asset(s) Sales of software licenses are recognised once no significant obligations remain owing to the customer in connection with such license sale. Such significant obligations could include giving a customer a right to return the software product without any preconditions, or if the Company is unable to deliver a material element of the software product by the Statement of Financial Position date. Revenues relating to maintenance and post-contract support agreements are deferred and recognised over the period of the agreements. Revenue from consulting services is recognised when the service has been provided and all obligations to the customer under the consulting agreement have been fulfilled, or in the case of fixed price or milestone-based projects, on a percentage basis as the work is completed and any relevant milestones are met, using the latest estimates to determine the expected duration and cost of the project. The costs of fulfilling contracts do not result in the recognition of a separate asset because revenue is recognised over time by reference to the stage of completion meaning that control of the asset is transferred to the customer on a continuous basis as work is carried out. Consequently, no asset for work in progress is recognised. The Company has taken advantage of the practical exemptions to expense the incremental costs of obtaining a contract when the amortisation period of the asset otherwise recognised would have been one year or less.
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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 reporting 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 Statement of Financial Position 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; • Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date.
Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual instrument.
Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Financial liabilities and equity Financial liabilities and equity are classified according to the substance of the financial instruments contractual obligations, rather than it's legal form. Financial liabilities (excluding convertible debt) are initially measured at their transaction price (including transaction costs) and subsequently held at amortised cost. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on similar ageing. The Company has concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for each ageing category and customer based on historical debt trends.
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The estimated useful lives range as follows:
Expenditure on internally developed products is capitalised if it can be demonstrated that:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; • how the intangible asset will generate probable future economic benefits; • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and • the ability to measure reliably the expenditure attributable to the intangible asset during its development The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives. Where costs relate to licences, these are amortised over the life of the licence. In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Recoverability and useful economic life of intangible assets The Company makes judgements regarding the nature of certain types of expenditure in recognising additions to intangible assets. Development costs are capitalised only when current evidence indicates that the the expenditure will contribute to the generation of future economic benefits to the Company. Judgements are made regarding the useful economic life of intangible assets. Factors taken into consideration in reaching a decision on an asset's useful economic life include the economic viability and expected future financial performance of the asset. The Company continues to make judgements regarding the expected value recoverable throughout the assets life, and recognises impairment losses to the asset's value where the initial judgements and estimations are no longer reflected by actual circumstances or by revised judgements about the future. Recoverability of receivables The Company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the Directors consider factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of individual groups of customers. Going concern The Directors have made certain estimates and assumptions about the future of the Company, and its ability to continue as a going concern. These are set out in detail in the going concern accounting policy above.
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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V-NOVA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
The immediate and ultimate parent Company is
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