Silverfin false false 30/09/2024 01/10/2023 30/09/2024 E H Clarke 04/07/2024 21/10/2021 D W I Craig 03/03/2025 N G Dixon-Clegg 20/09/2023 J Ikegami 05/03/2025 S E B Leape 14/11/2022 J Metherell 22/03/2021 Professor K J Willis 20/09/2018 P J Wrighton-Smith 13/09/2023 M T Zappia 12/07/2024 10 June 2025 The principal activity of the company during the period was that of the measurement, valuation and enhancement of natural capital assets. 11580292 2024-09-30 11580292 bus:Director1 2024-09-30 11580292 bus:Director2 2024-09-30 11580292 bus:Director3 2024-09-30 11580292 bus:Director4 2024-09-30 11580292 bus:Director5 2024-09-30 11580292 bus:Director6 2024-09-30 11580292 bus:Director7 2024-09-30 11580292 bus:Director8 2024-09-30 11580292 bus:Director9 2024-09-30 11580292 2023-09-30 11580292 core:CurrentFinancialInstruments 2024-09-30 11580292 core:CurrentFinancialInstruments 2023-09-30 11580292 core:ShareCapital 2024-09-30 11580292 core:ShareCapital 2023-09-30 11580292 core:SharePremium 2024-09-30 11580292 core:SharePremium 2023-09-30 11580292 core:OtherCapitalReserve 2024-09-30 11580292 core:OtherCapitalReserve 2023-09-30 11580292 core:RetainedEarningsAccumulatedLosses 2024-09-30 11580292 core:RetainedEarningsAccumulatedLosses 2023-09-30 11580292 2022-09-30 11580292 core:OtherResidualIntangibleAssets 2023-09-30 11580292 core:OtherResidualIntangibleAssets 2024-09-30 11580292 core:OfficeEquipment 2023-09-30 11580292 core:OfficeEquipment 2024-09-30 11580292 core:CurrentFinancialInstruments 10 2024-09-30 11580292 core:CurrentFinancialInstruments 10 2023-09-30 11580292 bus:OrdinaryShareClass1 2024-09-30 11580292 bus:OrdinaryShareClass2 2024-09-30 11580292 2023-10-01 2024-09-30 11580292 bus:FilletedAccounts 2023-10-01 2024-09-30 11580292 bus:SmallEntities 2023-10-01 2024-09-30 11580292 bus:AuditExemptWithAccountantsReport 2023-10-01 2024-09-30 11580292 bus:PrivateLimitedCompanyLtd 2023-10-01 2024-09-30 11580292 bus:Director1 2023-10-01 2024-09-30 11580292 bus:Director2 2023-10-01 2024-09-30 11580292 bus:Director3 2023-10-01 2024-09-30 11580292 bus:Director4 2023-10-01 2024-09-30 11580292 bus:Director5 2023-10-01 2024-09-30 11580292 bus:Director6 2023-10-01 2024-09-30 11580292 bus:Director7 2023-10-01 2024-09-30 11580292 bus:Director8 2023-10-01 2024-09-30 11580292 bus:Director9 2023-10-01 2024-09-30 11580292 core:OtherResidualIntangibleAssets core:TopRangeValue 2023-10-01 2024-09-30 11580292 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-10-01 2024-09-30 11580292 core:OtherResidualIntangibleAssets 2023-10-01 2024-09-30 11580292 core:OfficeEquipment core:TopRangeValue 2023-10-01 2024-09-30 11580292 2022-10-01 2023-09-30 11580292 core:OfficeEquipment 2023-10-01 2024-09-30 11580292 bus:OrdinaryShareClass1 2023-10-01 2024-09-30 11580292 bus:OrdinaryShareClass1 2022-10-01 2023-09-30 11580292 bus:OrdinaryShareClass2 2023-10-01 2024-09-30 11580292 bus:OrdinaryShareClass2 2022-10-01 2023-09-30 11580292 1 2023-10-01 2024-09-30 iso4217:GBP xbrli:pure xbrli:shares

Company No: 11580292 (England and Wales)

NATURAL CAPITAL RESEARCH LIMITED

Unaudited Financial Statements
For the financial year ended 30 September 2024
Pages for filing with the registrar

NATURAL CAPITAL RESEARCH LIMITED

Unaudited Financial Statements

For the financial year ended 30 September 2024

Contents

NATURAL CAPITAL RESEARCH LIMITED

COMPANY INFORMATION

For the financial year ended 30 September 2024
NATURAL CAPITAL RESEARCH LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 30 September 2024
DIRECTORS E H Clarke (Resigned 04 July 2024)
D W I Craig (Appointed 03 March 2025)
N G Dixon-Clegg
J Ikegami (Appointed 05 March 2025)
S E B Leape
J Metherell
Professor K J Willis
P J Wrighton-Smith
M T Zappia (Resigned 12 July 2024)
REGISTERED OFFICE Office 2.01 - 2.03
31 - 35 Kirby Street
London
England
EC1N 8TE
United Kingdom
COMPANY NUMBER 11580292 (England and Wales)
ACCOUNTANT S&W Partners LLP
Stonecross
Trumpington High Street
Cambridge
CB2 9SU
NATURAL CAPITAL RESEARCH LIMITED

STATEMENT OF FINANCIAL POSITION

As at 30 September 2024
NATURAL CAPITAL RESEARCH LIMITED

STATEMENT OF FINANCIAL POSITION (continued)

As at 30 September 2024
Note 2024 2023
£ £
Restated - note 2
Fixed assets
Intangible assets 5 110,309 169,309
Tangible assets 6 49,832 36,403
160,141 205,712
Current assets
Debtors 7 595,950 294,512
Cash at bank and in hand 7,673,925 1,828,363
8,269,875 2,122,875
Creditors: amounts falling due within one year 8 ( 358,976) ( 90,315)
Net current assets 7,910,899 2,032,560
Total assets less current liabilities 8,071,040 2,238,272
Net assets 8,071,040 2,238,272
Capital and reserves
Called-up share capital 10 10,038 696
Share premium account 11,929,869 4,215,893
Other reserves 59,084 383,270
Profit and loss account ( 3,927,951 ) ( 2,361,587 )
Total shareholders' funds 8,071,040 2,238,272

For the financial year ending 30 September 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Natural Capital Research Limited (registered number: 11580292) were approved and authorised for issue by the Board of Directors on 10 June 2025. They were signed on its behalf by:

S E B Leape
Director
NATURAL CAPITAL RESEARCH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 September 2024
NATURAL CAPITAL RESEARCH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 September 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

The principal activity of the company during the period was that of the measurement, valuation and enhancement of natural capital assets.

NATURAL CAPITAL RESEARCH LIMITED (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Office 2.01 - 2.03, 31 - 35 Kirby Street, London, England, EC1N 8TE, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of NATURAL CAPITAL RESEARCH LIMITED is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

The financial statements have been prepared on a going concern basis.

The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Statement of Financial Position date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Statement of Financial Position date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets 5 years straight line
Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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 and cash 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

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.

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

2. Prior year adjustment

There has been a prior year adjustment in respect of accrued income previously disclosed as stock.

As previously reported Adjustment As restated
Year ended 30 September 2023 £ £ £
Stock 41,564 (41,564) 0
Accrued income 4,916 41,564 46,480

3. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 23 26

4. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme granting shares over ordinary share capital. The scheme consists of both qualifying EMI options and non-qualifying options.

The options issued are exercisable on an exit event for an exercise price ranging between £13.75 and £21.57 per share.

Details of the share options outstanding during the financial year are as follows:

2024 2023
Weighted Average Weighted Average
Number of share options Average exercise price (£) Number of share options Average exercise price (£)
Outstanding at beginning of period 9,608 16.51 0 0
Granted during the period 0 0 10,042 16.72
Lapsed during the year 0 0 (434) 21.57
Cancelled during the period (8,875) 16.71 0 0
Outstanding at the end of the period 733 14.05 9,608 16.51
Exercisable at the end of the period 0 0 0 0

The fair value of the share options at the grant date was calculated using the price per share on the fundraising rounds which took place either side of the issue of the options.

Share options were cancelled on 13th November 2024, with the board making the decision to offer new options and cancel the old ones with a grant date of 13th November 2024 on the 25th September 2024.

The Company recognised total expenses of £ 0 and £ 0 related to equity-settled share-based payment transactions in 2024 and 2023 respectively.

5. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 October 2023 295,000 295,000
At 30 September 2024 295,000 295,000
Accumulated amortisation
At 01 October 2023 125,691 125,691
Charge for the financial year 59,000 59,000
At 30 September 2024 184,691 184,691
Net book value
At 30 September 2024 110,309 110,309
At 30 September 2023 169,309 169,309

6. Tangible assets

Office equipment Total
£ £
Cost
At 01 October 2023 58,551 58,551
Additions 35,575 35,575
Disposals ( 14,861) ( 14,861)
At 30 September 2024 79,265 79,265
Accumulated depreciation
At 01 October 2023 22,148 22,148
Charge for the financial year 21,895 21,895
Disposals ( 14,610) ( 14,610)
At 30 September 2024 29,433 29,433
Net book value
At 30 September 2024 49,832 49,832
At 30 September 2023 36,403 36,403

7. Debtors

2024 2023
£ £
Trade debtors 276,500 13,800
Prepayments and accrued income 57,891 46,480
Deferred tax asset 3,738 0
Other taxation and social security 677 0
Other debtors 257,144 234,232
595,950 294,512

8. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 70,348 21,872
Amounts owed to directors 216 216
Accruals and deferred income 189,541 7,350
Other taxation and social security 76,985 48,297
Other creditors 21,886 12,580
358,976 90,315

9. Deferred tax

2024 2023
£ £
At the beginning of financial year 0 0
Credited to the Profit and Loss Account 3,738 0
At the end of financial year 3,738 0

10. Called-up share capital and reserves

2024 2023
£ £
Allotted, called-up and fully-paid
519,742 Ordinary shares of £ 0.01 each (2023: 69,597 shares of £ 0.01 each) 5,197 696
484,088 Series A ordinary shares of £ 0.01 each (2023: nil shares) 4,841 0
10,038 696
Presented as follows:
Called-up share capital presented as equity 10,038 696

On the 26th June 2024, there was an issue of 410,525 Ordinary shares of £0.01 each with an aggregate nominal value of £4,105. The shares issued resulted in a share premium of £nil being recognised.

On the 27th June 2024, there was an issue of 39,620 Ordinary shares of £0.01 each with an aggregate nominal value of £396. The shares issued resulted in a share premium of £nil being recognised.

On 26th June 2024, there was an issue of 481,604 Series A shares of £0.01 each with an aggregate nominal value of £4,816. The shares issued resulted in a share premium of £7,749,008 being recognised.

On 6th September 2024, there was an issue of 2,484 Series A shares of £0.01 each with an aggregate nominal value of £25. The shares issued resulted in a share premium of £39,968 being recognised.

The funding round which led to the issue of Series A shares had direct costs associated to it of £75,000, these costs have been offset against the share premium account.

The Company's other reserves are as follows:

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

The other reserve refers to the share-based payment reserve which represents the charge to profit or loss for services received in relation to equity settled share-based payments not yet settled.

11. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
within one year 97,200 88,550

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

2024 2023
£ £
Unpaid contributions due to the fund (inc. in other creditors) 5,700 3,077

The company made pension contributions of £22,831 (2023 - 16,318) during the period.

12. Events after the Balance Sheet date

On 25 September 2024, the board of directors approved a proposal allowing employees to cancel their existing share options in exchange for new options, which were subsequently scheduled for grant on 13 November 2024. This exchange was offered in light of the current market share price being considerably lower than the original exercise price of the existing options, creating a more favourable scenario for employees and prompting several to opt into the exchange.

As a result of this approval, a significant number of employees participated in the exchange, cancelling their old share options and becoming eligible for the new grants under the revised terms. The new arrangement is expected to enhance the alignment between employee interests and shareholder value by providing an incentive structure that better reflects current market conditions.

Since the board’s approval was obtained before the year-end of the current financial reporting period, this event has been classified as an adjusting post balance sheet event. In accordance with the applicable accounting standards, the financial statements have been adjusted prospectively to reflect the revised expectations associated with the share option exchange. Management will continue to monitor the effect of this arrangement on future financial performance and disclose any further developments in subsequent reporting periods.