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Registered number: 10855914









UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
COMPANY INFORMATION


Directors
S Evans 
Mrs C L Evans 




Registered number
10855914



Registered office
21 Dyke Road

Brighton

East Sussex

BN1 3FE




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA





 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 

CONTENTS



Page
Group strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Consolidated statement of comprehensive income
 
8
Consolidated balance sheet
 
9
Company balance sheet
 
10
Consolidated statement of changes in equity
 
11
Company statement of changes in equity
 
12
Consolidated statement of cash flows
 
13 - 14
Notes to the financial statements
 
15 - 31


 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The Unicursal group is composed of leading US and UK higher education marketing agency business Net Natives; the Akero proprietary technology platform and student insight and market intelligence brands StudentHut and CourseMatch. 

Business review
 
The Unicursal group achieved top line year-on-year growth for the fifth consecutive year. 
Outlook
In 2021 we anticipated client and staff disruption post Covid and, despite our preparation, 2022 was a year of disruption, particularly in the UK.   
The US Higher Education Market continues to be a growth market, buoyed by an increasingly challenging student recruitment market. The Unicursals group’s data and technology products have proved themselves to be the right solution for this market.
In 2023 we have invested heavily in US growth and we expect to see the dividend of this investment in 2024.
However, in the UK Higher Education sector we have experienced the very challenging headwinds of a market where price is now the key purchasing criteria.

Principal risks and uncertainties
 
The strategic leadership monitor and review the key risks of the business.
Credit risk
The exposure to bad debt and credit risk is proactively managed, including the monitoring of debts on a regular basis. The directors oversee the granting of all significant credit terms. The education sector itself also mitigates risk with a minimal exposure to financial collapse.
 

Financial key performance indicators
 
Our key performance indicators are focused on new clients, client retention and growth, monthly recurring revenues, gross profit and retained profit. These metrics best communicate the financial performance of the company and are reviewed weekly.

Other key performance indicators
 
In addition to the above financial key performance indicators, the directors also consider client retention as a key performance indicator


This report was approved by the board on 29 September 2023 and signed on its behalf.



S Evans
Director

Page 1

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group 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 the group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £199,808 (2021 - profit £3,685,986).

Based on the performance of the group during the year, dividends totalling £446,491 (2021: £141,518) were paid to shareholders.

Directors

The directors who served during the year were:

S Evans 
Mrs C L Evans 

Future developments

There are no material future developments that the readers of the financial statements should be made aware
of.

Page 2

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the group since the year end.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 September 2023 and signed on its behalf.
 





S Evans
Director

Page 3

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 

Opinion


We have audited the financial statements of Unicursal Group Limited (formerly Akero Group Limited) (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 December 2022 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 United Kingdom, including the Financial Reporting Council'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 or 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.


Page 4

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED) (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 Directors' report.


We have nothing to report in respect of the following matters in relation to which 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.


Page 5

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED) (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 is 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.


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 an Auditors' report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• The engagement partner ensured that the engagement team collectively had the appropriate     competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
• We identified the laws and regulations applicable to the company through discussion with directors and    other management, and from our commercial knowledge and experience of the relevant sector;
• The specific laws and regulations which we considered may have a direct material effect on the financial   statements or the operations of the company, are as follows;
 o Companies Act 2006.
 o FRS102.
 o GDPR
 o Employment legislation
 o Tax legislation 
• We assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management, reviewing board minutes and inspecting legal correspondence; 
• Laws and regulations were communicated within the audit team at the planning meeting, and during the    audit as any further laws and regulation were identified. The audit team remained alert to instances of    non-compliance throughout the audit.
 
Page 6

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED) (CONTINUED)


We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: 
• Making enquires of management as to where they consider there was susceptibility to fraud and their    knowledge of actual suspected and alleged fraud; 
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates,     were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the    company’s usual course of business.
The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made;
• Management override of controls; and 
• Posting of unusual journals or transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


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 2006Our 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 an Auditors' report 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.


Mario Cientanni (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA

 
Date: 
29 September 2023
Page 7

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
27,921,851
26,570,874

Cost of sales
  
(20,185,880)
(17,602,273)

Gross profit
  
7,735,971
8,968,601

Administrative expenses
  
(7,426,564)
(5,121,088)

Operating profit
 5 
309,407
3,847,513

Amounts written off investments
  
(82)
158,814

Profit before taxation
  
309,325
4,006,327

Tax on profit
 9 
(509,133)
(320,341)

(Loss)/profit for the financial year
  
(199,808)
3,685,986

  

Foreign exchange loss on consolidation
  
182,568
9,745

Other comprehensive income for the year
  
182,568
9,745

Total comprehensive income for the year
  
(17,240)
3,695,731

(Loss)/profit for the year attributable to:
  

Owners of the parent company
  
(199,808)
3,685,986

  
(199,808)
3,685,986

There were no recognised gains and losses for 2022 or 2021 other than those included in the consolidated statement of comprehensive income.

The notes on pages 15 to 31 form part of these financial statements.

Page 8

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
REGISTERED NUMBER: 10855914

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 11 
866,871
773,271

Tangible assets
 12 
222,722
208,110

  
1,089,593
981,381

Current assets
  

Debtors
 14 
13,716,437
7,339,804

Cash at bank and in hand
 15 
6,122,240
8,127,929

  
19,838,677
15,467,733

Creditors: amounts falling due within one year
 16 
(15,111,435)
(10,244,206)

Net current assets
  
 
 
4,727,242
 
 
5,223,527

Total assets less current liabilities
  
5,816,835
6,204,908

Provisions for liabilities
  

Deferred taxation
 17 
(42,400)
(38,742)

Other provisions
  
(72,000)
-

  
 
 
(114,400)
 
 
(38,742)

Net assets
  
5,702,435
6,166,166


Capital and reserves
  

Called up share capital 
 19 
208
208

Foreign exchange reserve
  
40,427
(142,141)

Profit and loss account
  
5,661,800
6,308,099

Equity attributable to owners of the parent company
  
5,702,435
6,166,166


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S Evans
Director

Date: 29 September 2023

The notes on pages 15 to 31 form part of these financial statements.

Page 9

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
REGISTERED NUMBER: 10855914

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 13 
40,725
40,725

  
40,725
40,725

Current assets
  

Debtors
 14 
5,208,605
2,704,061

  
5,208,605
2,704,061

Creditors: amounts falling due within one year
 16 
-
(40,517)

Net current assets
  
 
 
5,208,605
 
 
2,663,544

Total assets less current liabilities
  
5,249,330
2,704,269

  

  

Net assets
  
5,249,330
2,704,269


Capital and reserves
  

Called up share capital 
 19 
208
208

Profit and loss account
  
5,249,122
2,704,061

  
5,249,330
2,704,269


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S Evans
Director

Date: 29 September 2023

The notes on pages 15 to 31 form part of these financial statements.

Page 10

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
208
(142,141)
6,308,099
6,166,166



Loss for the year
-
-
(199,808)
(199,808)

Foreign exchange on consolidation
-
182,568
-
182,568

Dividends: Equity capital
-
-
(446,491)
(446,491)


At 31 December 2022
208
40,427
5,661,800
5,702,435



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2021
208
(151,886)
2,763,631
2,611,953



Profit for the year
-
-
3,685,986
3,685,986

Foreign exchange on consolidation
-
9,745
-
9,745

Dividends: Equity capital
-
-
(141,518)
(141,518)


At 31 December 2021
208
(142,141)
6,308,099
6,166,166


The notes on pages 15 to 31 form part of these financial statements.

Page 11

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
208
2,704,061
2,704,269



Profit for the year
-
2,991,552
2,991,552

Dividends: Equity capital
-
(446,491)
(446,491)


At 31 December 2022
208
5,249,122
5,249,330



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2021
208
-
208



Profit for the year
-
2,845,579
2,845,579

Dividends: Equity capital
-
(141,518)
(141,518)


At 31 December 2021
208
2,704,061
2,704,269


The notes on pages 15 to 31 form part of these financial statements.

Page 12

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Profit for the financial year
(199,808)
3,685,986

Adjustments for:

Amortisation of intangible assets
(104,788)
(345,652)

Depreciation of tangible assets
95,924
115,219

Loss on disposal of tangible assets
9,839
-

Taxation charge
509,133
320,341

Increase in debtors
(5,895,752)
(1,556,435)

Increase in creditors
4,874,716
4,231,695

Increase in amounts owed to group companies
-
262,304

Increase in provisions
72,000
-

Corporation tax (paid)
(798,186)
(403,176)

Net cash generated from operating activities

(1,436,922)
6,310,282


Cash flows from investing activities

Purchase of intangible fixed assets
-
(1,644,686)

Sale of intangible assets
-
145,497

Purchase of tangible fixed assets
(122,276)
(59,872)

Sale of unlisted and other investments
-
(1)

On acquisition of subsidiary
-
1,602

Net cash from investing activities

(122,276)
(1,557,460)

Cash flows from financing activities

Dividends paid
(446,491)
(141,518)

Net cash used in financing activities
(446,491)
(141,518)

Net (decrease)/increase in cash and cash equivalents
(2,005,689)
4,611,304

Cash and cash equivalents at beginning of year
8,127,929
3,516,625

Cash and cash equivalents at the end of year
6,122,240
8,127,929

Page 13

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
6,122,240
8,127,929

6,122,240
8,127,929


The notes on pages 15 to 31 form part of these financial statements.

Page 14

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Unicursal Group Limited is a private company limited by shares and incorporated in England and Wales. The registered office address of the company is 21 Dyke Road, Brighton, East Sussex BN1 3FE.
The principal activity of the company is that of a dormant holding company. The principal activity of the group is that of a social and digital marketing agency.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form 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 initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 15

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Foreign currency translation

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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 group 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.

Page 16

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.5

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The group has taken advantage of the exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
2.6

Research and development

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 its useful economic life, which has been established as being 10 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.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group 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 group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Page 18

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

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.

 
2.12

Tangible fixed assets

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 following bases:


Long-term leasehold property
-
Over the life of the lease
Plant and machinery
-
25% straight line
Fixtures and fittings
-
25% straight line
Office equipment
-
25% straight line

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 19

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Debtors

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.

 
2.15

Cash and cash equivalents

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

 
2.16

Creditors

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.

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.18

Financial instruments

The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Page 20

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other receivables due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset's original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 21

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.18
Financial instruments (continued)

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 group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

a) Critical judgments in applying the company's accounting policies
No significant judgments have been made by the group in preparing these financial statements.
b) Key accounting estimates and assumptions
Depreciation
The group has made key assumptions regarding the useful economic life to tangible fixed assets and this is further described in note 2.12 of the accounting policies.
Amortisation
The group has made key assumptions regarding the useful economic life to intangible assets and this is further described in note 2.11 of the accounting policies.
Revenue Recognition and Deferred Income
A significant portion of the group's trading activities are undertaken through long term campaigns/projects. The group is therefore required to make estimates in accounting for revenue. These estimates may depend upon expected future spending and expected profits. Further detail is provided in note 2.4 of the accounting policies.

Page 22

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

The whole of the turnover is attributable to the principal activity of the group.

Analysis of turnover by country of destination:

2022
2021
£
£

United Kingdom
16,063,757
19,751,663

Rest of Europe
383,785
316,574

Rest of the world
11,474,309
6,502,637

27,921,851
26,570,874



5.


Operating profit

The operating (loss)/profit is stated after charging:

2022
2021
£
£

Exchange differences
(788,428)
54,209

Other operating lease rentals
347,286
406,991


6.


Auditors' remuneration

During the year, the group obtained the following services from the company's auditors:


2022
2021
£
£

Fees payable to the group's auditor and its associates for the audit of the group's annual financial statements.

24,000
20,000

Fees payable to the company's auditors in respect of:

Accountancy and advisory fees
37,777
27,649

Page 23

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
3,907,600
3,260,503
-
-

Social security costs
486,215
356,392
-
-

Cost of defined contribution scheme
122,927
173,047
-
-

4,516,742
3,789,942
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Sales and admin staff
99
106
2
2


8.


Directors' remuneration




During the year retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.


9.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
512,962
319,509

Adjustments in respect of previous periods
(7,487)
-


Total current tax
505,475
319,509

Deferred tax


Origination and reversal of timing differences
3,658
832


Tax on profit
509,133
320,341
Page 24

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Profit on ordinary activities before tax
309,325
4,006,327


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
58,772
761,202

Effects of:


Non chargeable amortisation of goodwill
(68,618)
(68,141)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(7,186)
23,611

Depreciation for year (loer than)/in excess of capital allowances
(11,673)
5,771

Losses utilised
(694)
(60,237)

Adjustments in respect of prior periods
(7,487)
-

Adjustment in research and development tax credit leading to an decrease in the tax charge
-
(530,666)

Tax charge on foreign subsidiaries
278,347
187,969

Adjustments in respect of prior periods tax charge on foreign subsidiaries
264,014
-

Deferred tax movement
3,658
832

Total tax charge/(credit) for the year
509,133
320,341


Factors that may affect future tax charges

The main rate of corporation tax in the UK increased to 25% on 1 April 2023. Otherwise, there are no factors that may affect future tax charges.
The group has losses of £923,225 (2021: £nil) carried forward to be offset against future taxable profits. 
 

Page 25

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Dividends

2022
2021
£
£


Dividends paid
446,491
141,518

446,491
141,518


11.


Intangible assets

Group and Company





Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2022
1,357,091
(2,412,949)
(1,055,858)



At 31 December 2022

1,357,091
(2,412,949)
(1,055,858)



Amortisation


At 1 January 2022
136,210
(1,965,339)
(1,829,129)


Charge/(credit) for the year on owned assets
145,525
(239,125)
(93,600)



At 31 December 2022

281,735
(2,204,464)
(1,922,729)



Net book value



At 31 December 2022
1,075,356
(208,485)
866,871



At 31 December 2021
1,220,881
(447,610)
773,271



Page 26

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2022
410,605
189,445
332,512
932,562


Additions
-
-
122,276
122,276


Disposals
(35,595)
-
-
(35,595)



At 31 December 2022

375,010
189,445
454,788
1,019,243



Depreciation


At 1 January 2022
276,981
178,805
268,666
724,452


Charge for the year on owned assets
53,130
-
35,510
88,640


Charge for the year on financed assets
-
9,185
-
9,185


Disposals
(25,756)
-
-
(25,756)



At 31 December 2022

304,355
187,990
304,176
796,521



Net book value



At 31 December 2022
70,655
1,455
150,612
222,722



At 31 December 2021
133,624
10,640
63,846
208,110

Page 27

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
40,725



At 31 December 2022
40,725





Direct Subsidiary undertakings


The following were direct subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Natives Online Limited
21 Dyke Road, Brighton, BN1 3FE
Ordinary
100%
Net Natives Limited
21 Dyke Road, Brighton, BN1 3FE
Ordinary
100%
Course Match Limited
Lees House, Dyke Road, Brighton, BN1 3FE
Ordinary
100%
AkeroLabs Limited
21 Dyke Road, Brighton, BN1 3FE
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

AKL 2014 Limited
21 Dyke Road, Brighton, BN1 3FE
Ordinary
100%
Net Natives Inc
134 N 4th St. Brooklyn, New York, 11249, USA
Ordinary
100%

Page 28

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£



Trade debtors
9,155,988
6,623,903
-
-

Amounts owed by group undertakings
-
-
2,408,605
2,704,061

Other debtors
4,423,590
571,115
2,800,000
-

Prepayments and accrued income
136,859
144,786
-
-

13,716,437
7,339,804
5,208,605
2,704,061



15.


Cash and cash equivalents

Group
Group
2022
2021
£
£

Cash at bank and in hand
6,122,240
8,127,929

6,122,240
8,127,929



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Trade creditors
1,672,964
1,821,460
-
-

Amounts owed to group undertakings
-
-
-
40,517

Corporation tax
-
7,487
-
-

Other taxation and social security
123,963
104,809
-
-

Other creditors
5,505,333
83,845
-
-

Accruals and deferred income
7,809,175
8,226,605
-
-

15,111,435
10,244,206
-
40,517


Page 29

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

17.


Deferred taxation


Group



2022


£






At beginning of year
(38,742)


Charged to profit or loss
(3,658)



At end of year
(42,400)

Group
Group
2022
2021
£
£

Accelerated capital allowances
(42,400)
(38,742)

(42,400)
(38,742)


18.


Provisions


Group



Dilapidations

£





Charged to profit or loss
72,000



At 31 December 2022
72,000

Page 30

 
UNICURSAL GROUP LIMITED (FORMERLY AKERO GROUP LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

19.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



207,500 (2021 - 208,000) A Ordinary shares of £0.001 each
208
208



20.


Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group  in an independently administered fund. The pension cost charge represents contributions payable by the group  to the fund and amounted to £173,047 (2021: £173,047).


21.


Commitments under operating leases

At 31 December 2022 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
276,077
281,861

Later than 1 year and not later than 5 years
723,934
925,732

Later than 5 years
108,062
182,342

1,108,073
1,389,935

22.


Transactions with directors

Included in other debtors due within one year is an amount of £2,800,000 (2021: £nil) owed by a director. The balance represents the maximum amount outstanding in the year. The balance has been repaid after the year end.


23.


Controlling party

The ultimate controlling party is Mr S Evans, by virtue of his majority shareholding.

 
Page 31