Company Registration No. 11246253 (England and Wales)
EVARI GROUP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
EVARI GROUP LIMITED
COMPANY INFORMATION
Directors
D Fogarty
R Jeffery
N Norris
D Fite
(Appointed 7 June 2024)
Company number
11246253
(England and Wales)
Registered office
128 City Road
London
England
EC1V 2NX
Accountants
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
EVARI GROUP LIMITED
CONTENTS
Page
Balance sheet
2
Notes to the financial statements
3 - 8
EVARI GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
EVARI GROUP LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 2 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
6
5,136,599
4,514,539
Cash at bank and in hand
11,284
7,279
5,147,883
4,521,818
Creditors: amounts falling due within one year
7
(1,232,760)
(3,532,207)
Net current assets
3,915,123
989,611
Creditors: amounts falling due after more than one year
8
(1,588,073)
(1,394,202)
Net assets/(liabilities)
2,327,050
(404,591)
Capital and reserves
Called up share capital
9
17,195
17,172
Share premium account
3,623
1,798
Convertible debt option reserve
84,516
435,661
Profit and loss reserves
2,221,716
(859,222)
Total equity
2,327,050
(404,591)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 22 December 2025 and are signed on its behalf by:
D Fogarty
Director
Company Registration No. 11246253
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information
Evari Group Limited is a private company limited by shares incorporated in England and Wales. The registered office can be found on the company information page.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company is taking advantage of the exemption to prepare consolidated financial statements on the basis that they qualify as a small group.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors are confident that based on the future expectations and forecasted cash flows the company will be able to meet its liabilities as they fall due for the foreseeable future for a period of at least 12 months from the date of approval of the financial statements.
However, whilst the directors are confident of future performance the forecasts are based on assumptions which may change as a result of external factors. These facts therefore cast doubt on the company's ability to continue as a going concern without further funding in place. The directors have a range of possible actions that they could take should such assumptions prove not to be true including raising further medium to long term funding. At the point of approving the financial statements some additional funding has been secured with more expected.
1.3
Cash at bank and in hand
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 current liabilities.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention 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.
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities
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.
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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.5
Convertible loan notes
Compound financial instruments issued by the company comprise convertible loan stock that can be converted to equity preference shares at the option of the holder.
The liability component of the compound financial instrument is recognised on the date of inception at the fair value of a similar liability that does not have an equity conversion option. The equity element is recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the equity and liability components in proportion to their initial carrying amounts.
Subsequently, the liability component of a compound financial instrument is measured at amortised cost using the effective interest rate method.
1.6
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.7
Interest receivable and similar income
Interest income is recognised in the profit and loss account as it accrues using the effective interest method, and relates to interest accrued on intra-entity loans during the period.
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
There are not considered to be any judgements or key estimation uncertainties.
3
Other operating Income
2025
2024
£
£
Sale of shares in a group undertaking
-
56,608
Waiver of convertible loan notes
3,219,925
-
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
4
4
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
5
Investment in subsidiary
2025
2024
£
£
Investment in subsidiaries
-
-
Details of the company's wholly owned subsidiaries and the nominal share capital held at 31 March 2025 are as follows:
Evari Services Australia Pty Ltd $0.01
Evari Technologies Australia Pty Ltd $0.01
Evari Insure Limited £0.001
Evari Technologies UK Limited £0.001
Evari Services UK Limited £0.01
Evari Services Australia Pty Ltd is a company registered in Australia whose principal activity is to provide an appropriate level and volume of trained staff to support the Group's technology businesses, including research & development activities and supporting the Australian insurance business, and to operate as the licencing company to Australian businesses for Evari's technology.
Evari Technologies Pty Ltd is a company registered in Australia whose principal activity is to support Evari's technology platform for the insurance business in Australia and own certain IP in Australia.
Evari Insure Limited is a private limited company registered in England and Wales (company number 11253353). The Company was in previous periods preparing to trade as an insurance business in the UK, however the intended purpose was put on hold and the company was dormant during the period. It did not trade.
Evari Technologies UK Limited is a private limited company registered in England and Wales (company number 11253311) whose principal activity is to continue to develop Evari’s technology through research and development activities, and earn income on the commercialisation of the technology.
Evari Services UK Limited is a private limited company registered in England and Wales (company number 11908551) whose principal activity is to provide information technology consultancy services including providing research & development resources and commercialising that technology.
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
5,115,292
4,476,010
Other debtors
2,371
10,202
Prepayments and accrued income
18,936
28,327
5,136,599
4,514,539
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
7
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Convertible loans
3,068,780
Other borrowings
10,000
10,000
Amounts owed to group undertakings
1,175,361
417,772
Other creditors
41,899
23,155
Accruals and deferred income
5,500
12,500
1,232,760
3,532,207
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Convertible loans
1,580,573
1,376,702
Other borrowings
7,500
17,500
1,588,073
1,394,202
9
Called up share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
400,026 (2024: 377,026) Ordinary shares of £0.001 each
400
377
12,500,000 Founders shares of £0.001 each
12,500
12,500
12,900
12,877
Preference share capital
Issued and fully paid
4,295,190 Preference shares of £0.001 each
4,295
4,295
Total called up and issued share capital
17,195
17,172
Convertible debt option not yet issued
Conversion option value of convertible loan notes
84,516
435,661
EVARI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report was unqualified.
The directors have documented their consideration of going concern in note 1.2 of the financial statements, which indicates that there is a material uncertainty that the company will not be able to continue as a going concern if further funding is not received. The financial statements do not include adjustments that would result if the company was no longer considered to be a going concern. Our opinion is not modified in respect of this matter.
The auditor was Azets Audit Services.
11
Ultimate controlling party
There is no ultimate holding company or controlling party.
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