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Registration number: 13603579

Narwhal Group Limited

Annual Report and Unaudited Filleted Financial Statements

for the Year Ended 30 September 2024

 

Narwhal Group Limited

Contents

Company Information

1

Balance Sheet

2 to 3

Notes to the Unaudited Financial Statements

4 to 11

 

Narwhal Group Limited

Company Information

Director

Mr Luke Sartain

Registered office

2 Charnwood House
Marsh Road
Ashton
Bristol
BS3 2NA

Accountants

Stone and Co
2 Charnwood House
Marsh Road
Ashton
Bristol
BS3 2NA

 

Narwhal Group Limited

(Registration number: 13603579)
Balance Sheet as at 30 September 2024

Note

2024
£

2023
£

         

Fixed assets

   

Intangible assets

4

 

538,585

391,003

Tangible assets

5

 

76,999

100,349

Investments

6

 

-

564,258

   

615,584

1,055,610

Current assets

   

Debtors

7

618,714

 

292,625

Cash at bank and in hand

 

93,209

 

1,286,113

 

711,923

 

1,578,738

Creditors: Amounts falling due within one year

8

(2,895,437)

 

(786,142)

Net current (liabilities)/assets

   

(2,183,514)

792,596

Total assets less current liabilities

   

(1,567,930)

1,848,206

Creditors: Amounts falling due after more than one year

8

 

(3,146,000)

(4,326,000)

Net liabilities

   

(4,713,930)

(2,477,794)

Capital and reserves

   

Called up share capital

3,375,135

 

3,227,912

Share premium reserve

354,397

 

207,088

Retained earnings

(8,443,462)

 

(5,912,794)

Shareholders' deficit

   

(4,713,930)

(2,477,794)

 

Narwhal Group Limited

(Registration number: 13603579)
Balance Sheet as at 30 September 2024

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.

Director's responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 29 July 2025
 

.........................................

Mr Luke Sartain
Director

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
2 Charnwood House
Marsh Road
Ashton
Bristol
BS3 2NA
United Kingdom

These financial statements were authorised for issue by the director on 29 July 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The financial statements have been prepared on a going concern basis. The company had a deficit of profit and loss reserves as at 30 September 2024 of £8,443,462 (2023: £5,912,794), and made a loss in the year of £2,530,668 (2023: £5,903,820). Included in this loss was £564,258 (2023: £3,030,578) for the revaluation of subsidiary investments, and £136,781 (2023: £842,743) for the provision for the write off of intercompany balances. The directors have considered the working capital position of the company for a period of at least 12 months and consequently consider it appropriate to to prepare the financial statements on a going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Office equipment

20% reducing balance

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Intangible assets

10% straight line

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Staff numbers

The average number of persons employed by the company (including the director) during the year, was 21 (2023 - 23).

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

4

Intangible assets

Development costs
£

Total
£

Cost or valuation

At 1 October 2023

450,114

450,114

Additions

290,884

290,884

At 30 September 2024

740,998

740,998

Amortisation

At 1 October 2023

59,111

59,111

Amortisation charge

143,302

143,302

At 30 September 2024

202,413

202,413

Carrying amount

At 30 September 2024

538,585

538,585

At 30 September 2023

391,003

391,003

5

Tangible assets

Office equipment
£

Motor vehicles
 £

Total
£

Cost or valuation

At 1 October 2023

51,830

62,000

113,830

Additions

797

-

797

At 30 September 2024

52,627

62,000

114,627

Depreciation

At 1 October 2023

7,414

6,067

13,481

Charge for the year

14,961

9,186

24,147

At 30 September 2024

22,375

15,253

37,628

Carrying amount

At 30 September 2024

30,252

46,747

76,999

At 30 September 2023

44,416

55,933

100,349

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

6

Investments

2024
£

2023
£

Investments in subsidiaries

-

564,258

Subsidiaries

£

Cost or valuation

At 1 October 2023

564,258

Revaluation

(564,258)

At 30 September 2024

-

Provision

Carrying amount

At 30 September 2024

-

At 30 September 2023

564,258

7

Debtors

Amounts owed by group undertakings are interest free and repayable on demand.

Current

2024
£

2023
£

Trade debtors

190,479

206,241

Prepayments

43,560

29,002

Other debtors

384,675

57,382

 

618,714

292,625

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

8

Creditors

Creditors: amounts falling due within one year

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

266,786

187,489

Trade creditors

 

76,704

192,935

Amounts owed to group undertakings

9

-

13,008

Taxation and social security

 

165,360

141,494

Accruals and deferred income

 

225,900

183,946

Other creditors

 

2,160,687

67,270

 

2,895,437

786,142

Amounts owed to group undertakings are interest free and repayable on demand.

Included within other current financial liabilities is £1,719,945 (2023: £nil) of unsecured convertible loan notes. This balance includes an accrual of 12% interest at £219,945. Subject to earlier redemption or conversion as outlined in the instrument, the loan notes shall be redeemed on 13 July 2025.

Creditors: amounts falling due after more than one year

2024
£

2023
£

Due after one year

Other non-current financial liabilities

3,146,000

4,326,000

Included within other non-current financial liabilities is £3,146,000 (2023: £4,326,000) of unsecured convertible loan notes. These loan notes are interest free. Subject to earlier redemption or conversion as outlined in the instrument, the loan notes shall be redeemed on 30 October 2026.

9

Related party transactions

Included within other interest payable in these accounts is £10,843 (2023:£39,510) in relation interest payable on loans taken out by upUgo Limited and Lasso Limited. The loan balances due are included within the accounts of upUgo Limited and Lasso Limited.

During the year the company provided for the write off of intercompany balances of £136,781 (2023: £842,743).

During the year the directors maintained a loan account with the company. As at the year end the directors owed the company £62,666 (2023: £11,500). There are no fixed repayment terms associated with this loan. Interest is charged on amounts due from directors at the HMRC official rate.

 

Narwhal Group Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 September 2024

10 Share-based payments

The company operate an equity-settled share based remuneration scheme for its employees. These options vest immediately prior to an exit event, defined as a sale or flotation of the company.

No expenses has been included in the accounts in relation to equity-settled share based payments as the directors reviewed the fair value of the share options and felt any charge would be immaterial.