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Registered number: 05757600
GREENSTONE + LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 APRIL 2020
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GREENSTONE + LIMITED
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 APRIL 2020
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 solution enabling clients to measure, manage, model and report their sustainability impacts; and SupplierPortal, an innovative online secure environment for suppliers and buyers to share data and supporting information. During this year Greenstone also launched its latest product, InvestorPortal, initially targeted at the Private Capital market, for the management of Environment, Social and Governance metrics across their investment portfolios. 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 Environmental Leader (Top Product of the Year) and Business Intelligence Group (Sustainability Product of the Year) and became a CDP Gold Partner. Greenstone also committed to setting a science-based target and, as in previous years, submitted its annual UN Global Compact Communication on Progress. Two Greenstone employees were also selected to participate in the UN Young SDG Innovators Program.
Operating performance
Greenstone has continued to build on the previous two periods of revenue growth and has achieved another strong year in 2019/20 with revenue growth of 20% (2019: 11%) and a number of strategically key client wins including significant wins and growth in the US market. Existing client revenue has continued to grow as clients broaden their reporting and adopt additional modules from the Greenstone solution suite. Greenstone expects continued strong growth with significant additional new revenue coming from the North American market and the launch of the InvestorPortal solution. To accelerate the North American growth potential, Greenstone will be opening an office in the United States in 2020.
Greenstone normal operations again posted a positive EBITDA of £295K (2019: £209k) and a net profit after of £82,098 (2019: profit of £7,814) before exceptional items.
After exceptional items (see below) Greenstone will report a profit after tax of £890,328.
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 1750 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 key differentiators.
Exceptional Items and Balance Sheet Changes
During the year our Preference Shareholders agreed to dispense with their rights to a dividend and waive their accrued dividends of £250,089 (as at 30 April 2020). The previously accrued preference dividends have been credited to the P&L account as an exceptional item during 19/20.
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GREENSTONE + LIMITED
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 APRIL 2020
The Company’s Articles have been amended to reclassify the Preference shares as a separate class of ordinary equity, “Preferred Ordinary Shares”. These shares will retain their right to priority repayment over the existing ordinary A shares, in the event the company is sold or liquidated. Once repaid at par the preference will not have any rights to participate in any excess equity value to be shared by the Ordinary A shares. The value of the preference shares £650,000 was previously classified as debt on the Company balance sheet and will now be classified as equity.
During the year our Non-Executive Directors (NEDs) agreed to waive their accrued unpaid fees of £532,045 (30th April, 2020). This sum plus the associated accrued National Insurance has been credited back to the company P&L account as an exceptional item.
The combined impact of these two changes on the Company P&L account is £808,228. In addition, the Company balance sheet will show an increase in Tangible Net Worth of £650,000 following the reclassification of Preference shares from debt to equity.
The collective impact of these changes and the post-tax operating result for 2020, will improve the company’s Tangible Net Worth from -£646,022 at 30th April 2019 to £894,165 at 30th April 2020. This is a significant improvement which will positively affect the presentation of our financial accounts, improve the company’s credit rating and reduce any concerns or distractions regarding our viability from current and prospective clients.
Finally, the Company repurchased 13,865 C class shares at par value £0.01, from the two C class shareholders, for a total cost of £138.65. The shares were almost valueless and no longer served their purpose. This will help tidy up the company’s balance sheet and we will be left with two classes of shares: Ordinary A shares and Preferred Ordinary shares.
Covid-19
As a SaaS business Greenstone was well positioned for a switch to remote working and our operations and services have continued uninterrupted throughout the lockdown period. Greenstone also benefits from long-term client contracts (typically 3 years) with subscriptions paid annually in advance. We have not experienced any client losses and there has been no negative new business impact as yet – in fact we are well ahead of budget for the March to July period. We are, however, concerned about the potential impact of a worsening general economic environment over the next 6 to 9 months and will continue to monitor all client exposure and relationships diligently.
Board
There were no changes to the Board in the year.
Quarterly Board Meetings have been supplemented with monthly update calls to provide additional visibility and engagement during the Covid-19 period.
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 sustainability measurement, monitoring and reporting capabilities. In the development of best of class software propositions and the services we provide to our clients, we remain indebted to our staff and thank them for their continued energy, innovation and contributions. This has never been more true than in this Covid-19 period which has been a real test of the commitment, resourcefulness and adaptability of the Greenstone team. They have, without exception, performed exceptionally.
NameM J Gregson
Chairman
Date23 September 2020
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GREENSTONE + LIMITED
REGISTERED NUMBER: 05757600
BALANCE SHEET
AS AT 30 APRIL 2020
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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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Net current assets/(liabilities)
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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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Capital redemption reserve
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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.
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:
................................................
T Slack
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The notes on pages 5 to 14 form part of these financial statements.
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GREENSTONE + LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2020
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Capital redemption reserve
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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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Shares issued during the year
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Shares redeemed during the year
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Total transactions with owners
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The notes on pages 5 to 14 form part of these financial statements.
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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 5 to 14 form part of these financial statements.
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Page 4
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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:
Whilst it is too early to estimate what the full impact from COVID-19 will be on the Company’s performance for the foreseeable future, the directors expect that COVID-19 will cause some disruption to the business. The Company has a strong balance sheet with net assets at 30 April 2020 of £894,167, including a cash balance of £541,283, having made a profit before tax in the year of £826,020.
The directors have prepared forecasts and projections using what the directors to be reasonable assumptions relating to the Company’s financial performance, current financial position and existing financial resources for a period of at least 12 months from signing of the financial statements which show the Company to be a going concern. The directors are also undertaking proactive measures to optimise working capital and preserve cash. In addition, the directors have also reviewed recent Government pronouncements to support businesses through this period. This includes VAT deferrments and time to pay arrangements for payroll related tax liabilities, and the Company will utilise this support.
Based on the above, the directors are of the opinion that the going concern principle is appropriate and that the Company has the necessary resources to continue as a going concern for the foreseeable future.
Page 5
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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 profit or loss.
Page 6
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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 ordinary shares.
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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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 profit or loss 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 profit or loss within 'other operating income'.
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
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 profit or loss 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.
Page 8
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
2.Accounting policies (continued)
Tax is recognised in profit or loss 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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 9
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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Taxation 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 (2019 - lower than) the standard rate of corporation tax in the UK of 19% (2019 - 19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Additional deduction for R&D expenditure
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R&D tax credit relating to prior period
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Adjust closing deferred tax to average of 19.00%
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Adjust opening deferred tax to average of 19.00%
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Deferred tax not recognised
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Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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Page 10
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
4.Taxation (continued)
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Factors that may affect future tax charges
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The Finance Act 2016 enacted a reduction in the main rate of corporation tax from 19% to 17% from 1 April 2020. As this change of rate was enacted at the balance sheet date then deferred tax balances have been stated at a rate of 17%. On 17 March 2020 the Government announced their intention to cancel this reduction in the corporation tax rate. As a result the deferred tax timing differences are expected to reverse at 19%.
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Charge for the year on owned assets
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Page 11
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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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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Page 12
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
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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 (2019 - 895,628) Ordinary A shares of £0.01 each
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0 (2019 - 13,865) Ordinary C shares of £0.01 each
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650,000 (2019 - 0) Preferred Ordinary shares of £1.00 each
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Shares classified as debt
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Allotted, called up and fully paid
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0 (2019 - 650,000) Preference shares shares of £1.00 each
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During the year, the Company carried out a share buy back at par for 13,865 Ordinary C £0.01 shares.
During the year, the Company redesignated 650,000 £1.00 preferences shares to 650,000 £1.00 Preferred Ordinary shares.
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Page 13
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GREENSTONE + LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2020
The company operates a defined contribution scheme for directors and employees. The cost for the period was £29,987 (2019: £22,317). At the year end the pension contributions outstanding are £5,256 (2019: £4,080).
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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 £36,580 (2019: £57,454) for general financial advice, consultancy advice and recharged expenses. At the Balance Sheet date the outstanding balance due to St Albans Capital LLP from Greenstone+ limited was £5,683 (2019: £6,524). St Albans Capital LLP is a related party due to common directorships.
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Post balance sheet events
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After the year end, the Company cancelled and thus lapsed their existing EMI share option scheme. The Company has subsequently granted 150,240 £0.01 EMI share options under a new scheme.
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
Year ended 30 April 2020 - 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 2020 was unqualified.
The audit report was signed on 2 October 2020 by Fiona Hawkins BSc Hons MSc FCA (Senior statutory auditor) on behalf of James Cowper Kreston.
Page 14
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