| REGISTERED NUMBER: 11039542 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Everflow Holdings Limited |
| REGISTERED NUMBER: 11039542 (England and Wales) |
| Group Strategic Report, |
| Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Everflow Holdings Limited |
| Everflow Holdings Limited (Registered number: 11039542) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Statement of Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| Everflow Holdings Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Kevin Shotton BA BFP FCA |
| AUDITORS: |
| Chartered Accountants |
| & Statutory Auditors |
| 140 Coniscliffe Road |
| Darlington |
| County Durham |
| DL3 7RT |
| Everflow Holdings Limited (Registered number: 11039542) |
| Group Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The directors are pleased with the performance of the business over the year to 31 December 2024. Turnover grew by 20.5% from £157.3m to £189.6m year on year as a result of the business' continued success in winning customers. Headcount continues to grow as the business has further invested in staff, with average headcount growing from 174 to 198, with further recruitment taking place in 2025. EBITDA also increased from £705,366 to £4,763,832 as the business delivered operational efficiencies through increased use of technology throughout the organisation, increasing the ability to serve customers more effectively. |
| The business also completed work on the head office as well as investing across leadership development to prepare for future growth. |
| Overall, 2024 represents another successful year for the business, with a number of foundations being laid to support future plans, and the directors look forward to delivering further growth and performance in the coming years. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The directors maintain a risk register to identify and manage the key risks for the business, which is reviewed on a regular basis to highlight changes that have occurred during the period, as well as to identify any new risks which affect the business' operations. The principal risks and uncertainties are as follows: |
| Regulatory risk - The business operates in a regulated environment, and is required to adhere to licence obligations and market codes, as well as wider regulations governing all businesses such as GDPR, competition and employment law. In order to manage this risk, the business has appointed experienced personnel with detailed knowledge of the requirements to comply with legislation. Detailed processes and policies ensure compliance with regulations is embedded within the business. The business also engages with third parties to supplement internal experience where it is deemed appropriate. |
| Trading risk - Key to the business' offering is maintaining high quality levels of service to retain customers and maintain strong relationships with other stakeholders. In order to manage this risk, the business monitors customer service performance on a regular basis, and has invested in additional resources and systems during the year to enhance the customer proposition. |
| Liquidity risk - The business' liquidity is dependent on managing the cash inflows from customers and cash outflows to wholesalers. The business has a prudent policy of ensuring sufficient reserves are in place to enable continued liquidity and timely payment in line with market credit terms. The cost of living crisis has created liquidity challenges for the business' end customers, which has had a knock-on effect on cash inflows to the business. Additional processes and controls have been implemented to provide further visibility of cash in and outflows to effectively manage the business' liquidity. The business also engages regularly with lenders and investors to ensure that further liquidity is accessible if required. |
| Credit risk - The risk of customers failing to pay bills impacts on liquidity and profitability. All new customers are credit-checked, and the debt position is reviewed on a daily basis to identify concerns and escalate collection activities where appropriate. |
| Technology risk - The group's operations are wholly dependent on operational and billing systems to facilitate the delivery of service to customers. In order to reduce the risk of system issues impacting on customers, the business uses cloud-based technologies, as well as recruiting individuals into the group with significant expertise in developing and maintaining systems to reduce the risk to an acceptable level. The business also undertakes training with all staff on information security, and undertakes regular reviews and testing to monitor and maintain appropriate controls around cyber security. |
| . |
| Everflow Holdings Limited (Registered number: 11039542) |
| Group Strategic Report |
| for the Year Ended 31 December 2024 |
| SECTION 172(1) STATEMENT |
| Section 172 of the Companies Act 2006 requires the directors of a company to act in a way they consider to be in good faith and would be most likely to promote the success of the company for the benefit of all of its members as a whole both in the current period and in the long term. |
| In discharging their duties above, the directors carefully consider, amongst other matters, the impact of their decisions on various stakeholder groups. The groups we consider in this regard are our employees, our customers, our suppliers and our shareholders as well as the wider community in which we operate. The directors recognise that building strong relationships with our stakeholders will help us to deliver our long-term strategy in line with our core values and operate the business in a sustainable way. We are committed to conducting business responsibly. |
| Employees |
| Directors receive information on various staff metrics. The directors are committed to promoting a healthy workforce comprising both physical and mental wellbeing. The directors keep staff informed of key issues through structured communication channels, ensure equal opportunities in the workplace and also provide training and development opportunities where they are considered of benefit to the Group and employees. Using the Group's recruitment and development strategies, the directors seek to attract and retain talented staff. |
| Customers |
| The directors and senior management commit considerable time, effort and resources into understanding and responding to the needs of our customers with a view to fostering long term mutually beneficial partnerships. We act to service our customers' needs to the highest standards and ensure appropriate processes are in place to mitigate and manage any disputes that may arise from time to time. |
| Suppliers |
| The directors have established Group procedures to ensure that external suppliers are individually verified to ensure they meet with the health and safety, regulatory and financial security standards required by the Group. The Group seeks to pay all suppliers any undisputed amounts due and that conform with the Group's billing requirements within agreed terms. The Group has established procedures for dispute resolution in a timely and fair manner. |
| Community and the environment |
| The Group takes its role within the sector very seriously and promotes and encourages community and charitable contribution. The Group also recognises the importance of its environmental responsibilities, its impact on the local environment and its compliance with any regulatory environmental standards. The Group seeks to implement policies aimed at reducing any potential detrimental environmental impact of its activities. |
| Shareholders |
| The directors endeavour to create value for our ultimate shareholders by ensuring the Group's performance remains strong as well as sustainable. The directors adhere to the Group's long term strategic plan when making operational decisions. |
| ON BEHALF OF THE BOARD: |
| Everflow Holdings Limited (Registered number: 11039542) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the group in the year under review were those of the supply of water and sewerage services, waste management services, the development and delivery of software solutions and wire telecommunications activities. |
| DIVIDENDS |
| The total distribution of dividends for the year ended 31 December 2024 was £nil. |
| FUTURE DEVELOPMENTS |
| Going forward, the business is focussed on building out its multi-utility offering through continuing to win new customers within the water retail market, as well as targeting growth in the waste and connectivity markets, as well as exploring other utility markets as it scales up operations. Investment continues in solutions to automate more of the customer journey and deliver service improvements to customers. The directors anticipate an increase in performance in 2025 and beyond as the business matures and moves into further markets. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| GOING CONCERN |
| The directors have reviewed the Group's forecasts and projections in detail on a monthly basis to ensure adequate resources are available to continue in operational existence for the foreseeable future. The directors are confident that the business will have sufficient resources to continue to trade. The company therefore continues to adopt the going concern basis in preparing its financial statements. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The Group's greenhouse gas emissions and energy consumption are as follows: |
| Energy consumption used to calculate emissions (KWh) |
| 2024 (tonnes CO2e | ) | 2023 (tonnes CO2e | ) |
| Emissions resulting from activities for which the Group is responsible involving the combustion of fuel for the purposes of transport (in tonnes of CO2 equivalent) |
6.48 |
14.56 |
| Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent) |
84.66 |
51.37 |
| Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport (in tonnes of CO2 equivalent) |
0.54 |
1.63 |
| Everflow Holdings Limited (Registered number: 11039542) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| We have followed the HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol - Corporate Standard and have used the UK Government's Conversion Factors for Group Reporting. |
| The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per sqm of warehouse floor space. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Everflow Holdings Limited |
| Opinion |
| We have audited the financial statements of Everflow Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 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: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Everflow Holdings Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Everflow Holdings Limited |
| Auditors' 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 a Report of the Auditors 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: |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this. |
| We undertake the following procedures to identify and respond to these risks of non-compliance: |
| - Understanding the key legal and regulatory frameworks that are applicable to the Group. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be around Ofwat regulations, health and safety, employment law, GDPR, company law and taxation law. |
| - Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance |
| - Review of board minutes and correspondence with regulators |
| - Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed |
| - Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies |
| - Identifying and testing unusual journal entries, with a particular focus on manual journal entries. |
| Through these procedures, we did not become aware of actual or suspected non-compliance. |
| We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Everflow Holdings Limited |
| 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 a Report of the Auditors 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 |
| & Statutory Auditors |
| 140 Coniscliffe Road |
| Darlington |
| County Durham |
| DL3 7RT |
| Everflow Holdings Limited (Registered number: 11039542) |
| Consolidated |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 3 | 189,683,306 | 157,344,664 |
| Cost of sales | (169,788,391 | ) | (142,792,512 | ) |
| GROSS PROFIT | 19,894,915 | 14,552,152 |
| Administrative expenses | (20,540,741 | ) | (18,088,560 | ) |
| (645,826 | ) | (3,536,408 | ) |
| Other operating income | 70,724 | 62,909 |
| OPERATING LOSS | 5 | (575,102 | ) | (3,473,499 | ) |
| Interest receivable and similar income | 816,728 | 572,266 |
| 241,626 | (2,901,233 | ) |
| Interest payable and similar expenses | 6 | (982,531 | ) | (732,313 | ) |
| LOSS BEFORE TAXATION | (740,905 | ) | (3,633,546 | ) |
| Tax on loss | 7 | 1,081,650 | 36,373 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
340,745 |
(3,597,173 |
) |
| Profit/(loss) attributable to: |
| Owners of the parent | 340,745 | (3,597,173 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | 340,745 | (3,597,173 | ) |
| Everflow Holdings Limited (Registered number: 11039542) |
| Consolidated Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 11,927,640 | 11,062,690 |
| Tangible assets | 10 | 931,377 | 838,073 |
| Investments | 11 | - | - |
| 12,859,017 | 11,900,763 |
| CURRENT ASSETS |
| Debtors | 12 | 38,441,896 | 32,941,320 |
| Cash at bank | 6,804,960 | 1,997,118 |
| 45,246,856 | 34,938,438 |
| CREDITORS |
| Amounts falling due within one year | 13 | (58,394,380 | ) | (47,572,722 | ) |
| NET CURRENT LIABILITIES | (13,147,524 | ) | (12,634,284 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
(288,507 |
) |
(733,521 |
) |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
(6,475,974 |
) |
(6,415,661 |
) |
| NET LIABILITIES | (6,764,481 | ) | (7,149,182 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 191 | 191 |
| Share premium | 19 | 3,756,586 | 3,712,630 |
| Retained earnings | 19 | (10,521,258 | ) | (10,862,003 | ) |
| SHAREHOLDERS' FUNDS | (6,764,481 | ) | (7,149,182 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by: |
| J D Cleave - Director |
| Everflow Holdings Limited (Registered number: 11039542) |
| Company Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (431,637 | ) | (819,920 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Everflow Holdings Limited (Registered number: 11039542) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | 120 | (7,264,830 | ) | 3,712,630 | (3,552,080 | ) |
| Changes in equity |
| Issue of share capital | 71 | - | - | 71 |
| Total comprehensive income | - | (3,597,173 | ) | - | (3,597,173 | ) |
| Balance at 31 December 2023 | 191 | (10,862,003 | ) | 3,712,630 | (7,149,182 | ) |
| Changes in equity |
| Issue of share capital | - | - | 43,956 | 43,956 |
| Total comprehensive income | - | 340,745 | - | 340,745 |
| Balance at 31 December 2024 | 191 | (10,521,258 | ) | 3,756,586 | (6,764,481 | ) |
| Everflow Holdings Limited (Registered number: 11039542) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 | ( |
) |
| Everflow Holdings Limited (Registered number: 11039542) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 11,249,925 | 4,259,163 |
| Interest paid | (982,531 | ) | (732,313 | ) |
| Tax received | 544,479 | 800,554 |
| Net cash from operating activities | 10,811,873 | 4,327,404 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (6,302,888 | ) | (5,623,282 | ) |
| Purchase of tangible fixed assets | (271,193 | ) | (802,653 | ) |
| Sale of tangible fixed assets | 133,592 | 36,395 |
| Interest received | 816,728 | 572,266 |
| Net cash from investing activities | (5,623,761 | ) | (5,817,274 | ) |
| Cash flows from financing activities |
| New loans in year | - | 6,500,000 |
| Loan repayments in year | (125,388 | ) | (6,835,956 | ) |
| Amount introduced by directors | 4,469 | - |
| Amount withdrawn by directors | (303,307 | ) | (31,923 | ) |
| Share issue | 43,956 | 71 |
| Net cash from financing activities | (380,270 | ) | (367,808 | ) |
| Increase/(decrease) in cash and cash equivalents | 4,807,842 | (1,857,678 | ) |
| Cash and cash equivalents at beginning of year |
2 |
1,997,118 |
3,854,796 |
| Cash and cash equivalents at end of year | 2 | 6,804,960 | 1,997,118 |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Loss before taxation | (740,905 | ) | (3,633,546 | ) |
| Loss on disposal of fixed assets | 143,301 | 78,272 |
| Depreciation and amortisation charges | 5,338,934 | 4,178,864 |
| Finance costs | 982,531 | 732,313 |
| Finance income | (816,728 | ) | (572,266 | ) |
| 4,907,133 | 783,637 |
| Increase in trade and other debtors | (4,967,874 | ) | (5,035,821 | ) |
| Increase in trade and other creditors | 11,310,666 | 8,511,347 |
| Cash generated from operations | 11,249,925 | 4,259,163 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 6,804,960 | 1,997,118 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 1,997,118 | 3,854,796 |
| 3. | ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 1,997,118 | 4,807,842 | 6,804,960 |
| 1,997,118 | 4,807,842 | 6,804,960 |
| Debt |
| Debts falling due within 1 year | (228,991 | ) | 185,701 | (43,290 | ) |
| Debts falling due after 1 year | (6,415,661 | ) | (60,313 | ) | (6,475,974 | ) |
| (6,644,652 | ) | 125,388 | (6,519,264 | ) |
| Total | (4,647,534 | ) | 4,933,230 | 285,696 |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Everflow Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| There were no material departures from that standard. |
| The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts. |
| Going concern |
| The directors have reviewed the group's forecasts and projections in detail on a monthly basis to ensure adequate resources are available to continue in operational existence for the foreseeable future. The directors are confident that the business will have sufficient resources to continue to trade. The group therefore continues to adopt the going concern basis in preparing its financial statements. |
| Basis of consolidation |
| The consolidated financial statements presents the results of the Group and its own subsidiaries "the Group" as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initial recognised at their fair values at the acquisition date. The results of the acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control was obtained. They are deconsolidated on the date control ceases. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Significant judgements and estimates |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| The basis of key estimates that management has considered in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
| Bad debt provision - Provisions are made against the group's trade and intercompany debtors based on historical experience of recoverability. The estimates made could differ to the amount subsequently recovered from these debtors, which impacts on operating results. |
| Intangible assets - The group tests the carrying value of intangible assets on an annual basis or more frequently where indicators of impairment exist. The group also reassesses the useful lives of the assets on a similar basis to ensure that these continue to reflect the period over which the economic benefits will flow to the group. Capitalised development costs are calculated based on the proportion of time spent directly developing the asset. |
| Customer acquisitions - Customer acquisition costs are capitalised as they are paid and are released to the profit and loss account in line with the contract length. On an annual basis the Directors review for any potential disposals due to customers leaving the contract early. |
| Impairment of fixed asset investments - The parent company has investments in a number of subsidiary companies. These investments are held at cost less any provision for impairment. The directors have assessed the carrying value of investments in light of current performance and have concluded based on anticipated future trading that there is no further impairment of any investments. |
| Group debtor recoverability - Given the losses for the year in Everflow Tech and Operations, there is uncertainty over whether or not the balances can be repaid. Where a debtor is not considered to be recoverable, it should be provided for. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Income recognition |
| For water, sewerage and waste services, income is recognised in the period the services are supplied to the customer. |
| Income relating to the licensing of software is recognised in the period the services are supplied to the customer. |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Customer acquisitions are being amortised in line with the contract length to which they relate. |
| Computer software is being amortised on a straight line basis over 5 years. |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Long leasehold | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| Tangible fixed assets are included at cost less any accumulated depreciation and impairment. |
| Impairment of assets |
| At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the 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. |
| Financial instruments |
| Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Investments |
| Investments held as fixed assets are stated at cost less provision for any impairment in value. |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the principal activities of the group |
| All turnover is from the UK. |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 6,722,680 | 6,268,330 |
| Social security costs | 719,387 | 626,542 |
| Other pension costs | 278,767 | 240,937 |
| 7,720,834 | 7,135,809 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Directors | 4 | 5 |
| Staff | 194 | 169 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 578,845 | 478,833 |
| Directors' pension contributions to money purchase schemes | 42,634 | 19,132 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 4 | 4 |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc | 165,516 | 149,638 |
| Pension contributions to money purchase schemes | 9,577 | 7,173 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets | 176,219 | 150,087 |
| Profit on disposal of fixed assets | - | (26,395 | ) |
| Goodwill amortisation | 637,552 | 637,552 |
| Customer acquisitions amortisation | 3,619,915 | 2,628,559 |
| Computer software amortisation | 905,248 | 762,667 |
| Auditors' remuneration | 38,225 | 41,481 |
| Auditors' remuneration for non audit work | 9,601 | 19,168 |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank interest | 9,419 | - |
| Loan interest | 973,112 | 732,313 |
| 982,531 | 732,313 |
| 7. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| Prior year adjustment | - | 90,060 |
| R&D tax credit | (544,479 | ) | (126,433 | ) |
| Total current tax | (544,479 | ) | (36,373 | ) |
| Deferred tax | (537,171 | ) | - |
| Tax on loss | (1,081,650 | ) | (36,373 | ) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Loss before tax | (740,905 | ) | (3,633,546 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
(185,226 |
) |
(690,374 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 3,280 | (341 | ) |
| Non qualifying depreciation | 146,148 | (82,961 | ) |
| Impact of R&D | 10,858 | - |
| Deferred tax not recognised | (215,306 | ) | 773,676 |
| Over/Underprovision in prior year | (841,404 | ) | (36,373 | ) |
| Total tax credit | (1,081,650 | ) | (36,373 | ) |
| 8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements. |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Customer | Computer |
| Goodwill | acquisitions | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 | 6,375,524 | 12,490,064 | 5,242,893 | 24,108,481 |
| Additions | - | 5,120,357 | 1,182,531 | 6,302,888 |
| Disposals | - | (131,922 | ) | - | (131,922 | ) |
| Impairments | - | - | (143,301 | ) | (143,301 | ) |
| At 31 December 2024 | 6,375,524 | 17,478,499 | 6,282,123 | 30,136,146 |
| AMORTISATION |
| At 1 January 2024 | 3,825,312 | 7,658,251 | 1,562,228 | 13,045,791 |
| Amortisation for year | 637,552 | 3,619,915 | 905,248 | 5,162,715 |
| At 31 December 2024 | 4,462,864 | 11,278,166 | 2,467,476 | 18,208,506 |
| NET BOOK VALUE |
| At 31 December 2024 | 1,912,660 | 6,200,333 | 3,814,647 | 11,927,640 |
| At 31 December 2023 | 2,550,212 | 4,831,813 | 3,680,665 | 11,062,690 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Long | and | Computer |
| leasehold | fittings | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 | 453,925 | 17,649 | 703,696 | 1,175,270 |
| Additions | 172,316 | - | 98,877 | 271,193 |
| Disposals | - | - | (1,670 | ) | (1,670 | ) |
| At 31 December 2024 | 626,241 | 17,649 | 800,903 | 1,444,793 |
| DEPRECIATION |
| At 1 January 2024 | 30,689 | 4,963 | 301,545 | 337,197 |
| Charge for year | 39,470 | 3,340 | 133,409 | 176,219 |
| At 31 December 2024 | 70,159 | 8,303 | 434,954 | 513,416 |
| NET BOOK VALUE |
| At 31 December 2024 | 556,082 | 9,346 | 365,949 | 931,377 |
| At 31 December 2023 | 423,236 | 12,686 | 402,151 | 838,073 |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Traynor Hub (T2) Traynor Way, Whitehouse Business Park, Peterlee, England, SR8 2RU |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Traynor Hub (T2) Traynor Way, Whitehouse Business Park, Peterlee, England, SR8 2RU |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Traynor Hub (T2) Traynor Way, Whitehouse Business Park, Peterlee, England, SR8 2RU |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Traynor Hub (T2) Traynor Way, Whitehouse Business Park, Peterlee, England, SR8 2RU |
| Nature of business: |
| % |
| Class of shares: | holding |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 14,851,608 | 11,254,608 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 3,193,552 | 3,095,770 |
| VAT debtor | 1,484,436 | 1,202,777 | - | - |
| Wholesale credit support | 12,422,457 | 10,162,609 | - | - |
| Directors' current accounts | - | 4,469 | - | 4,469 |
| Deferred tax asset | 537,171 | - | 639,271 | - |
| Prepayments and accrued income | 5,952,672 | 7,221,087 |
| 38,441,896 | 32,941,320 |
| Deferred tax asset |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Deferred tax | 537,171 | - | 639,271 | - |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Other loans (see note 15) | 43,290 | 228,991 |
| Trade creditors | 5,242,805 | 4,133,540 |
| Amounts owed to group undertakings | - | - |
| Taxation and social security | 209,314 | 174,809 |
| Other creditors | 1,048,475 | 1,141,507 |
| Payments on account | 6,870,091 | 5,978,762 | - | - |
| Directors' current accounts | 602,745 | 906,052 | 602,745 | 906,052 |
| Accruals and deferred income | 44,377,660 | 35,009,061 |
| 58,394,380 | 47,572,722 |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Other loans (see note 15) | 6,475,974 | 6,415,661 |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Other loans | 43,290 | 228,991 |
| Amounts falling due between one and two | years: |
| Other loans - 1-2 years | 6,475,974 | 6,415,661 | 6,475,974 |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable |
| operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 179,881 | 191,042 |
| Between one and five years | 218,792 | 425,154 |
| 398,673 | 616,196 |
| Company |
| Non-cancellable |
| operating leases |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 17. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Other loans | 6,519,264 | 6,644,652 | 6,519,264 | 6,644,652 |
| The loan is secured by a fixed and floating charge over the assets of the group. |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 18. | CALLED UP SHARE CAPITAL |
| Number: | Class: | Nominal | 2024 | 2023 |
| value | £ | £ |
| 5,705 | 'A' Ordinary | 1p | 57 | 49 |
| 3160 | 'B' Ordinary | 1p | 32 | 32 |
| 1200 | 'C' Ordinary | 1p | 12 | 12 |
| 600 | 'D' Ordinary | 1p | 6 | 6 |
| 600 | 'E' Ordinary | 1p | 6 | 6 |
| 3793 | 'F' Ordinary | 1p | 38 | 38 |
| 1 | 'H' Ordinary | 1p | - | - |
| 1056 | 'I' Ordinary | 1p | 11 | 19 |
| 2117 | 'J' Ordinary | 1p | 21 | 21 |
| 90,633 | 'K' Ordinary | 0.01p | 8 | 8 |
| 191 | 191 |
| All classes of share shall rank pari passu except on a return of capital on liquidation where the assets of the company, available for distribution among the members, shall be divided in line with the articles of association of the company. |
| 19. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | (10,862,003 | ) | 3,712,630 | (7,149,373 | ) |
| Profit for the year | 340,745 | 340,745 |
| Bonus share issue | - | 43,956 | 43,956 |
| At 31 December 2024 | (10,521,258 | ) | 3,756,586 | (6,764,672 | ) |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | ( |
) | 1,299,635 |
| Deficit for the year | ( |
) | ( |
) |
| Bonus share issue |
| At 31 December 2024 | ( |
) | 911,954 |
| Retained earnings represent the accumulated profits and losses less distributions to shareholders since incorporation' |
| A share premium account has been recognised in respect to the excess in fair value above nominal value received for the shares sold. |
| Everflow Holdings Limited (Registered number: 11039542) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 20. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements | 87,116 | - |
| 21. | OTHER FINANCIAL COMMITMENTS |
| There is a cross guarantee in place in relation to the FW Capital Limited loan held in Everflow Holdings Limited. The cross guarantee is between Everflow Holdings Limited, Everflow Limited, Everflow Operations Limited and Everflow Tech Limited. The loan is secured with a fixed and floating charge over the assets of the company. At the year end the loan balance outstanding was £43,290 (2023: £228,991). |
| There is another cross guarantee in place in relation to the Sansaar Holdings Limited loan held in Everflow Holdings Limited. The cross guarantee is between Everflow Holdings Limited, Everflow Limited, Everflow Operations Limited and Everflow Tech Limited. The loan is secured with a fixed and floating charge over the assets of the company. At the year end the loan balance outstanding was £6,475,974 (2023: £6,439,936). |
| 22. | RELATED PARTY DISCLOSURES |
| Only the Directors of the company are considered to be key management personnel. Details of Directors remuneration is shown in note 4. |
| Directors current accounts amount to £602,745 (2023: £906,052). Interest has been charged on the directors current accounts of £118,711 (2023: £126,498). |
| 23. | ULTIMATE CONTROLLING PARTY |
| The directors do not consider there to be an ultimate controlling party. |