Company No:
Contents
| 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 |
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Restated - note 2 | ||||
| Fixed assets | ||||
| Intangible assets | 5 |
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| Tangible assets | 6 |
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| 160,141 | 205,712 | |||
| Current assets | ||||
| Debtors | 7 |
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| Cash at bank and in hand |
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| 8,269,875 | 2,122,875 | |||
| Creditors: amounts falling due within one year | 8 | (
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| Net current assets | 7,910,899 | 2,032,560 | ||
| Total assets less current liabilities | 8,071,040 | 2,238,272 | ||
| Net assets |
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| Capital and reserves | ||||
| Called-up share capital | 10 |
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| Share premium account |
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| Other reserves |
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| Profit and loss account | (
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| Total shareholders' funds |
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Directors' responsibilities:
The financial statements of Natural Capital Research Limited (registered number:
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S E B Leape
Director |
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.
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.
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.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise on monetary items.
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.
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 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.
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.
| Other intangible assets |
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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.
| Office equipment |
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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.
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 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 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.
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 |
| 2024 | 2023 | ||
| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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Equity-settled share-based payment schemes
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 | ||||
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| Weighted Average | Weighted Average | ||||
| Number of share options | Average exercise price (£) | Number of share options | Average exercise price (£) | ||
| Outstanding at beginning of period |
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| Granted during the period |
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| 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 |
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| Exercisable at the end of the period |
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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 £
| Other intangible assets | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 October 2023 |
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| At 30 September 2024 |
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| Accumulated amortisation | |||
| At 01 October 2023 |
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| Charge for the financial year |
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| At 30 September 2024 |
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| Net book value | |||
| At 30 September 2024 |
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| At 30 September 2023 |
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| Office equipment | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 October 2023 |
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| Additions |
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| Disposals | (
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| At 30 September 2024 |
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| Accumulated depreciation | |||
| At 01 October 2023 |
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| Charge for the financial year |
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| Disposals | (
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| At 30 September 2024 |
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| Net book value | |||
| At 30 September 2024 |
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| At 30 September 2023 |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade debtors |
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| Prepayments and accrued income |
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| Deferred tax asset |
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| Other taxation and social security |
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| Other debtors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade creditors |
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| Amounts owed to directors |
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| Accruals and deferred income |
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| Other taxation and social security |
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| Other creditors |
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| 2024 | 2023 | ||
| £ | £ | ||
| At the beginning of financial year |
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| Credited to the Profit and Loss Account |
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| At the end of financial year |
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| 2024 | 2023 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| 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 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.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| within one year |
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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) |
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The company made pension contributions of £22,831 (2023 - 16,318) during the period.
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.