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Registered number: 05757600
GREENSTONE + LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 APRIL 2019
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GREENSTONE + LIMITED
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 APRIL 2019
The chairman presents his statement for the period.
Brief overview
Greenstone was incorporated on March 27, 2006 and provides software solutions and consultancy services to companies and the public sector encompassing all areas of non-financial reporting including Environment, Frameworks, Health and Safety, Supply Chain and Investor ESG.
Greenstone's software solutions include an enterprise level non-financial reporting solution and SupplierPortal, an innovative online secure environment for suppliers and buyers to share data and supporting information. Greenstone also provides sector based portal solutions to groups of clients; for example, the legal sector and Bafta. All software solutions are provided as Software as a Service (SaaS) solutions and Greenstone is regularly cited as a leader in its field in the UK and globally. Greenstone continues to invest in the development and diversification of its software solutions to design new innovative products that address the constant evolution and growth of the sustainability area and our clients’ requirements.
During the year Greenstone was recognised by Forbes (April 2019) as one of Five Ground-breaking Companies Committed To Making Business More Responsible, received the Environmental Leader Top Product of the Year Award and the Business Intelligence Group 2018 Sustainability Product of the Year for a joint innovation with Barclays Bank plc.
Greenstone has had another strong year in 2018/9 with revenue growth of 11% and a number of strategically key client wins. Existing client revenue has continued to grow as clients broaden their reporting and adopt additional modules form the Greenstone solution suite. As that market starts to mature Greenstone has continued to capture accounts from clients retendering their business. These are key wins as they demonstrate Greenstone’s ability to differentiate and win business from experienced clients. Focus on North America and Asia has increased and we anticipate that these markets will be a key contributor to Greenstone’s growth over the next years.
Greenstone again posted a positive EBITDA of £209k (2018: £121k) and its first net profit of £7,814 (2018: loss of £72,529). As in previous years all geographic expansion and product diversification costs have been absorbed within current operating costs. Investments in these market extension activities, staff and further software development are expected to result in further revenue growth in the coming year. Costs continue to be managed conservatively and expansion to new geographic markets, product diversification and new client acquisition remain our key focus areas.
Greenstone’s clients cover numerous sectors, organisation types and sizes and by the end of the financial year Greenstone’s solutions were being used in more than 1500 organisations in over 100 countries. Client satisfaction remains exceptionally high and Greenstone’s client support, consultancy and bureau services are regularly cited by clients as a key differentiator.
Board
David Wynn, Head of Client Services, joined the Board, There were no other changes.
Staff
The combination of skills required to develop and deliver Greenstone’s propositions encompass three key areas - subject matter knowledge and expertise, technical software development and client advisory and support services. This blend provides our clients with a unique resource and knowledge base in the development of their own non-financial measurement, monitoring and reporting capabilities. In the development of best of class software propositions and the services they provide our clients we remain indebted to our staff and thank them for their continued energy and contributions.
NameM J Gregson
Chairman
Date12 December 2019
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GREENSTONE + LIMITED
REGISTERED NUMBER: 05757600
BALANCE SHEET
AS AT 30 APRIL 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 13 form part of these financial statements.
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GREENSTONE + LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2019
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 4 to 13 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2018
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 4 to 13 form part of these financial statements.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
Greenstone+ Limited is a private limited company, limited by shares and incorporated in England and Wales (registered number: 05757600). The registered office and principal place of business is 5th Floor, Crown House, 143 - 147 Regent Street, London, W1B 4NR.
The principal activity of the entity during the year was that of a provider of non-financial reporting software solutions and consultancy services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The functional currency used is pound sterling.
The financial statements have been rounded to the nearest pound.
The following principal accounting policies have been applied:
During the year the Company made a net profit of £7,814 (2018: loss of £72,529). The directors believe the Company is a going concern.
The Company continues to be funded via equity investment from its shareholders, As at the Balance Sheet date the Company had current liabilities greater than current assets. These liabilities include accrued fees payable to non-executive directors and dividends payable on preference shares held by directors. These liabilities will be not be paid until the company is profitable and has sufficient reserves to do so.
Liabilities also include £650,000 of preference shares. The holders of these shares, who are directors of the Company, have confirmed that no value will be extracted from the preference shares until the Company is in a position to also declare a return for ordinary shareholders.
Detailed forecasts have been prepared and approved by the directors for the Company and they consider these to be prudent and readily achievable.
On the basis of the above the directors consider it appropriate that the accounts should be prepared on the going concern basis.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
2.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'other operating income'.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of comprehensive income 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 Statement of comprehensive income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of comprehensive income is charged with fair value of goods and services received.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight line basis over the lease term.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in the Statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
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The average monthly number of employees, including the directors, during the year was as follows:
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Current tax on profits for the year
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Taxation on loss on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2018 - higher than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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Total tax charge for the year
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Factors that may affect future tax charges
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Changes to the UK corporation tax rates were substantially enacted as part of the Finance Bill 2015 on 25 October 2015. These include reductions to the main rate to reduce the rate 19% from 1 April 2017 and to 17% from April 2020.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
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Short-term leasehold property
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Charge for the year on owned assets
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Prepayments and accrued income
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Cash and cash equivalents
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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Shares classified as equity
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Allotted, called up and fully paid
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895,628 (2018 - 895,628) Ordinary A shares of £0.01 each
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13,865 (2018 - 13,865) Ordinary C shares of £0.01 each
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Shares classified as debt
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Allotted, called up and fully paid
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650,000 (2018 - 650,000) Preference shares shares of £1.00 each
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Included within accruals are arrears of dividends on preference shares from 2008 to 2019 amounting to £19,500 per year, plus accrued interest.
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The company operates a defined contribution scheme for directors and employees. The cost for the period was £22,317 (2018: £18,949). at the year end the pension contributions outstanding are £4,080 (2018: £3,778).
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2019
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Commitments under operating leases
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At 30 April 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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Related party transactions
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During the year, in the ordinary course of business and on an arm's length basis, St Albans Capital LLP charged Greenstone+ Limited £57,454 (2018: £54,590) for general financial advice, consultancy advice and recharged expenses. All the Balance Sheet dtae the outstanding balance due to St Albans Capital LLP from Greenstone+ limited was £6,524 (2018: £5,220). St Albans Capital LLP is a related party due to common directorships.
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The directors consider there to be no overall controlling party.
The company is administered in accordance with the terms of the shareholder agreement.
The company has the following EMI Share Options granted to directors and not yet exercised.
Year ended 30 April 2010 - 3,100 Options.
Year ended 30 April 2011 - 1,100 Options.
Year ended 30 April 2014 - 30,993 Options.
Year ended 30 April 2016 - 6,000 Options.
Year ended 30 April 2017 - 2,000 Options
Year ended 30 April 2019 - 3,000 Options
During the current and prior years, no EMI Share Options have lapsed.
The auditor's report on the financial statements for the year ended 30 April 2019 was unqualified.
The audit report was signed on 23 December 2019 by Fiona Hawkins BSc Hons MSc FCA (Senior statutory auditor) on behalf of James Cowper Kreston.
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