Company Registration No. 09157376 (England and Wales)
PROMATIC HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PROMATIC HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J Hall
C Clarke
J Goodhart
B Jardine
M Martelli
J Moses
G Thompson-Jones
(Appointed 1 February 2022)
Company number
09157376
Registered office
Unit 1 Hooton Road
Hooton
South Wirral
CH66 7PA
Auditor
WR Partners
Drake House
Gadbrook Park
Northwich
Cheshire
CW9 7RA
Business address
Unit 1 Hooton Road
Hooton
South Wirral
CH66 7PA
PROMATIC HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 45
PROMATIC HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Fair review of the business

The statement of comprehensive income is set out on page 11 and shows turnover for the year of £17,135,806 (2021 - £14,019,823) and a profit for the year after tax of £541,973 (2021 - £285,623).

 

The board are pleased to welcome Elettronica Progetti to the Group. The company purchased the assets of Elettronica Progetti on 30th November 2022 as part of the Strategic growth plans to expand the product portfolio by offering a wider range of product options to our customers and to increase our customer base.

 

Promatic International was awarded as an ISSF official partner of Clay Target Machinery in September 2021, to the end of 2024. This partnership allows the group to explore new growth regions whilst continuing to strengthen the brand by offering support to the Individual members throughout the events.

 

To continue with the strategic plans the company entered into a share buyback during the year. This simplifies the ownership structure of the group, and that of its ultimate parent company RAM (102) Limited.

 

In 2022 the group delivered sales into new regions in line with the group’s growth strategy generating an increase in turnover of 22.2% and maintaining gross margin of 43.5%, EBITDA of £1,587,780 (2021 - £1,466,706). The acquisition costs of Elettronica Progetti were fully written off in the year of acquisition.

 

Whilst the impact of the indirect trade effects of Russia’s invasion of Ukraine at the beginning of the year caused inflationary pressure worldwide and contributed to key component increases the group was able to absorb some of the rises with better buying and management of cost overheads. Administrative expenses include foreign exchange losses of £147,033 (2021 £198,010).

 

The Group continues to generate cash to support the strategy. The net assets decreased in the year following the share buyback, even so the balance sheet is relatively healthy with reserves of £2,435,429. There have been no events since the statement of financial position date which materially affect the position of the company.

 

PROMATIC HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Principal risks and uncertainties

The market for the manufacture and distribution of Clay Pigeon Traps and associated products on a worldwide basis is competitive. The company is a market leader and seeks to manage the risk of losing market share to key competitors by the provision of better quality products with a wider range and market leading price competitiveness.

 

Sales to Europe are made in euros and to the USA in US dollars. The company also purchases products from around the globe in various currencies. The company is therefore exposed to movements in exchange rates. The directors monitor the net exposure and take steps on pricing and sourcing to reduce the impact of currency movements.

The main financial risks arising from the company’s activities are credit risk and exchange rate risk. These are monitored by the board of directors and were not considered to be significant at the statement of financial position date.

 

The company’s policy in respect of credit risk, is to require appropriate credit checks on potential customers before sales are made.

 

Other Risks

The threat of a recession towards the end of 2023 is considered to be an uncertainty facing the company with the continuing volatility in raw material pricing and significant increases in labour costs coupled with a continued shortage of skills in the market.

 

The company will be exposed to higher Interest rate rises for new lending in 2023, nevertheless the risk is low as new expenditure is not deemed significant.

 

It is the opinion of the management and the Board that the company has a level of resilience which can weather a recession (as supported by the financial modelling of different future states).

 

Climate Change

The Group understands the importance of a green future and works closely with supply partners and customers to produce minor impacts to the environment by aiming for a zero-reject policy and eliminating as much waste as possible through recycling mechanisms. In addition, the company has introduced a new company car policy to purchase vehicles with low carbon emissions or Hybrid vehicles and encourages employees to participate with company incentives.

 

The company saw the need to remove the risk of rising utility costs post pandemic due to supply and demand and was able to secure a long-term fixed price contract at 2020 rates in May 2021.

Analysis of Development and Performance

The business plans for the company is being executed according to the respective group growth strategies and opportunities for acquisition and strategic partnerships continue to be sought to complement organic growth.

PROMATIC HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
Analysis based on Key Performance Indicators

The key performance indicators for the business which include our EBITDA, order book, gross margin, cash generation and market mix analysis are all very positive for the year ahead.

 

In 2022, Promatic Holdings Limited has achieved a gross margin of 43.5% (2021 – 43.5%), an EBITDA of £1,587,780 (2021 - £1,466,706) and a cash outflow of £1,651,731 (2021 - £217,102).

On behalf of the board

J Hall
Director
24 November 2023
PROMATIC HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -

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

Principal activities

The group is engaged in the manufacture and distribution of equipment and associated products in the Clay Pigeon market, globally. There have been no changes in the company’s activities in the year under review.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J Hall
C Clarke
J Goodhart
B Jardine
M Martelli
I Molesworth
(Resigned 31 December 2022)
J Moses
G Thompson-Jones
(Appointed 1 February 2022)
Financial instruments
Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs of working capital, finance charges and principal repayments on its debt instruments and to invest cash assets safely and profitably.

 

Management receives cash flow projections on a monthly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

Cash flow and interest rate risk

The group is exposed to cash flow interest rate risk from borrowings at a variable rate. During the periods under review, the group's borrowings at variable rate were denominated in pound sterling.

Foreign currency risk

Foreign exchange risk arises when individual group entities enter into transactions denominated in a currency other than their functional currency. The group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily US dollars or pound sterling) with the cash generated from their own operations in that currency.

 

The group is predominantly exposed to currency risk on sales made in US dollars.

PROMATIC HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
Credit risk

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The group is mainly exposed to credit risk from credit sales. It is group policy to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. Each new customer is analysed individually for creditworthiness before the group's standard payment and delivery terms and conditions are offered.

 

A monthly review of the trade receivables' ageing analysis is undertaken and customers' credit is reassessed periodically. Existing customers that become "high risk" as a result of the periodic reassessment are placed on a restricted customer list and future credit sales are made only with approval of the local management, otherwise payment in advance is required.

Auditor

WR Partners were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

PROMATIC HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
On behalf of the board
J Hall
Director
24 November 2023
PROMATIC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Promatic Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

PROMATIC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED
- 8 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

PROMATIC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED
- 9 -
Auditor's 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 auditor's 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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.

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the General Data Protection Regulation (GDPR).

We understood how the Group and Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed relevant documentation and correspondence to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.

We assessed the susceptibility of the Group and Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

PROMATIC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROMATIC HOLDINGS LIMITED
- 10 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.

Fran Johnson BSc BFP FCA (Senior Statutory Auditor)
For and on behalf of WR Partners
28 November 2023
Chartered Accountants
Statutory Auditor
Drake House
Gadbrook Park
Northwich
Cheshire
CW9 7RA
PROMATIC HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
2022
2021
Notes
£
£
Turnover
3
17,135,806
14,019,823
Cost of sales
(9,672,077)
(7,916,195)
Gross profit
7,463,729
6,103,628
Administrative expenses
(6,835,460)
(6,025,000)
Other operating income
-
450,711
Operating profit
4
628,269
529,339
Interest receivable and similar income
8
572
85
Interest payable and similar expenses
9
(163,792)
(144,108)
Profit before taxation
465,049
385,316
Tax on profit
10
76,924
(99,693)
Profit for the financial year
24
541,973
285,623
Other comprehensive income
Currency translation differences
476,853
80,664
Total comprehensive income for the year
1,018,826
366,287
Profit for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

PROMATIC HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 12 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
11
332,117
-
0
Other intangible assets
11
645,771
977,115
Total intangible assets
977,888
977,115
Tangible assets
12
2,103,405
1,775,270
3,081,293
2,752,385
Current assets
Stocks
15
2,698,291
2,274,729
Debtors
16
1,635,314
1,300,661
Cash at bank and in hand
1,848,936
2,996,292
6,182,541
6,571,682
Creditors: amounts falling due within one year
17
(3,182,146)
(2,736,984)
Net current assets
3,000,395
3,834,698
Total assets less current liabilities
6,081,688
6,587,083
Creditors: amounts falling due after more than one year
18
(3,479,992)
(2,283,354)
Provisions for liabilities
Deferred tax liability
21
161,443
205,268
(161,443)
(205,268)
Net assets
2,440,253
4,098,461
Capital and reserves
Called up share capital
23
4,824
9,299
Share premium account
24
1,188,069
1,188,069
Capital redemption reserve
24
5,137
662
Other reserves
24
1,234,432
676,915
Profit and loss reserves
24
7,791
2,223,516
Total equity
2,440,253
4,098,461
PROMATIC HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 24 November 2023 and are signed on its behalf by:
24 November 2023
J Hall
Director
PROMATIC HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 14 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
13
2,327,223
2,318,595
Current assets
Debtors
16
3,577,959
1,185,146
Creditors: amounts falling due within one year
17
(2,366,792)
(270,603)
Net current assets
1,211,167
914,543
Total assets less current liabilities
3,538,390
3,233,138
Creditors: amounts falling due after more than one year
18
(2,522,094)
(1,700,667)
Net assets
1,016,296
1,532,471
Capital and reserves
Called up share capital
23
4,824
9,299
Share premium account
24
1,188,069
1,188,069
Capital redemption reserve
24
5,137
662
Other reserves
24
771,780
771,780
Profit and loss reserves
24
(953,514)
(437,339)
Total equity
1,016,296
1,532,471

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,160,859 (2021 - £300,060 loss).

The financial statements were approved by the board of directors and authorised for issue on 24 November 2023 and are signed on its behalf by:
24 November 2023
J Hall
Director
Company Registration No. 09157376
PROMATIC HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2021
9,299
1,188,069
662
676,915
1,857,229
3,732,174
Year ended 31 December 2021:
Profit for the year
-
-
-
-
285,623
285,623
Other comprehensive income:
Currency translation differences
-
-
-
80,664
-
80,664
Total comprehensive income for the year
-
-
-
80,664
285,623
366,287
Balance at 31 December 2021
9,299
1,188,069
662
757,579
2,142,852
4,098,461
Year ended 31 December 2022:
Profit for the year
-
-
-
-
541,973
541,973
Other comprehensive income:
Currency translation differences
-
-
-
476,853
-
476,853
Own shares acquired
-
-
-
-
0
(2,677,034)
(2,677,034)
Redemption of shares
23
(4,475)
-
4,475
-
-
-
0
Balance at 31 December 2022
4,824
1,188,069
5,137
1,234,432
7,791
2,440,253
PROMATIC HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 16 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2021
9,299
1,188,069
662
771,780
(137,279)
1,832,531
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
-
-
(300,060)
(300,060)
Balance at 31 December 2021
9,299
1,188,069
662
771,780
(437,339)
1,532,471
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
-
2,160,859
2,160,859
Own shares acquired
-
-
-
-
0
(2,677,034)
(2,677,034)
Redemption of shares
23
(4,475)
-
4,475
-
-
-
0
Balance at 31 December 2022
4,824
1,188,069
5,137
771,780
(953,514)
1,016,296
PROMATIC HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 17 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,383,001
985,129
Interest paid
(163,792)
(144,108)
Income taxes paid
(98,222)
(12,518)
Net cash inflow from operating activities
1,120,987
828,503
Investing activities
Loan assumed on purchase of business
152,060
-
Purchase of tangible fixed assets
(1,083,654)
(661,108)
Proceeds on disposal of tangible fixed assets
276,225
242,837
Purchase of investments
(3,011,942)
-
Interest received
572
85
Net cash used in investing activities
(3,666,739)
(418,186)
Financing activities
Proceeds from borrowings
452,354
496,737
Repayment of borrowings
(625,067)
(949,323)
Proceeds of new bank loans
1,500,000
.
Repayment of bank loans
(398,974)
(94,209)
Payment of finance leases obligations
(34,292)
(80,624)
Net cash generated from/(used in) financing activities
894,021
(627,419)
Net decrease in cash and cash equivalents
(1,651,731)
(217,102)
Cash and cash equivalents at beginning of year
2,996,131
3,144,325
Effect of foreign exchange rates
504,536
68,908
Cash and cash equivalents at end of year
1,848,936
2,996,131
Relating to:
Cash at bank and in hand
1,848,936
2,996,292
Bank overdrafts included in creditors payable within one year
-
(161)
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 18 -
1
Accounting policies
Company information

Promatic Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 1 Hooton Road, Hooton, South Wirral, CH66 7PA.

 

The group consists of Promatic Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Promatic Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Intellectual property rights
20% per annum on cost
Brand
10% per annum on cost
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 21 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
20% per annum on cost
Leasehold land and buildings
20% Straight line
Leasehold improvements
10% per annum on cost, or over the lease term if shorter
Plant and equipment
15% - 25% per annum on cost
Fixtures and fittings
20% per annum on cost
Motor vehicles
25% per annum on cost
Assets held for leasing
20% per annum on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 22 -
1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 23 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 24 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 25 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 26 -
1.20
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Leases

Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. The total of tangible fixed assets held under hire purchase agreements is disclosed in note 12 and the value of hire purchase liabilities is disclosed in note 20 to these financial statements.

Impairment

Determine whether there are indicators of impairment of the company's tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. There are no impairments against tangible and intangible fixed assets at the current or comparative balance sheet date.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Judgements and key sources of estimation uncertainty
(Continued)
- 27 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Intangible fixed assets

Intangible assets are amortised over their useful lives taking into account residual values, where appropriate. The expected useful life of the intellectual property rights are reviewed annually taking into account their contribution to the order book and the revenue and profits which the intellectual property rights are providing to the company. The net book value of intangible fixed assets is disclosed in note 11 to these financial statements.

Tangible fixed assets

Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The expected useful life of the assets are reviewed annually taking into account their contribution to the order book and the revenue and profits which the assets are providing to the company. The net book value of tangible fixed assets is disclosed in note 12 to these financial statements.

Stocks

Where appropriate, slow moving stocks are written down to their net realisable value. The assessment of net realisable value takes account of factors such as the availability of outlet channels and the value realised, historically, for similar products at that stage of their life cycle.

Debtors

In assessing the provision for doubtful debts, factors taken into account include debtors' age profile, their historical payment performance and available credit data.

3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
2,090,006
2,197,149
Rest of Europe
4,639,338
1,769,529
Rest of the world
10,406,462
10,053,145
17,135,806
14,019,823
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Turnover and other revenue
(Continued)
- 28 -
2022
2021
£
£
Other revenue
Interest income
572
85
Government grants receivable for furloughed employees
-
450,711
4
Operating profit
2022
2021
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
147,033
198,010
Research and development costs
624,927
625,138
Government grants
-
(450,711)
Depreciation of owned tangible fixed assets
625,376
571,023
Profit on disposal of tangible fixed assets
(88,176)
(42,739)
Amortisation of intangible assets
334,135
366,344
Operating lease charges
172,943
110,054
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,000
3,000
Audit of the financial statements of the company's subsidiaries
20,000
20,000
23,000
23,000
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 29 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Production
50
49
-
-
Sales
16
20
-
-
Administration
23
19
2
2
Total
89
88
2
2

Their aggregate remuneration comprised:

Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
3,878,025
3,448,600
509,475
139,173
Social security costs
436,386
386,487
67,243
16,771
Pension costs
242,581
163,565
73,475
29,185
4,556,992
3,998,652
650,193
185,129
7
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
812,390
615,441
Company pension contributions to defined contribution schemes
97,544
87,867
909,934
703,308
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
7
Directors' remuneration
(Continued)
- 30 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2022
2021
£
£
Remuneration for qualifying services
134,735
124,567
Company pension contributions to defined contribution schemes
35,113
43,986

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2020 - 5).

8
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
572
85
9
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
162,817
78,303
Other interest on financial liabilities
-
59,478
162,817
137,781
Other finance costs:
Interest on finance leases and hire purchase contracts
960
4,361
Other interest
15
1,966
Total finance costs
163,792
144,108
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 31 -
10
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
-
0
114,598
Adjustments in respect of prior periods
(32,573)
-
0
Double tax relief
-
(95,559)
Total UK current tax
(32,573)
19,039
Foreign current tax on profits for the current period
130,510
116,435
Adjustments in foreign tax in respect of prior periods
4,597
(17,640)
Total current tax
102,534
117,834
Deferred tax
Origination and reversal of timing differences
(179,458)
(18,141)
Total tax (credit)/charge
(76,924)
99,693
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
10
Taxation
(Continued)
- 32 -

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Profit before taxation
465,049
385,316
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
88,359
73,210
Tax effect of expenses that are not deductible in determining taxable profit
34,117
2,632
Unutilised tax losses carried forward
49,662
4,570
Change in unrecognised deferred tax assets
(179,458)
-
0
Double tax relief
(140,904)
(95,559)
Permanent capital allowances in excess of depreciation
93,511
29,958
Amortisation on assets not qualifying for tax allowances
-
0
69,605
Research and development tax credit
(154,357)
(140,568)
Other non-reversing timing differences
-
0
75,191
Under/(over) provided in prior years
(27,977)
(17,640)
Deferred tax adjustments in respect of prior years
-
0
(18,141)
Foreign tax
160,123
116,435
Taxation (credit)/charge
(76,924)
99,693

Factors that may affect future tax charges

An increase in the future main corporation tax rate to 25% from 1 April 2023 from the previously enacted 19% was announced in the budget on 3 March 2021 and substantively enacted on 24 May 2021. The deferred tax balance at the year end has been calculated based on the substantively enacted rate.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 33 -
11
Intangible fixed assets
Group
Goodwill
Intellectual property rights
Brand
Total
£
£
£
£
Cost
At 1 January 2022
1,967,885
532,378
3,313,441
5,813,704
Additions
334,908
-
0
-
0
334,908
At 31 December 2022
2,302,793
532,378
3,313,441
6,148,612
Amortisation and impairment
At 1 January 2022
1,967,885
532,377
2,336,327
4,836,589
Amortisation charged for the year
2,791
-
0
331,344
334,135
At 31 December 2022
1,970,676
532,377
2,667,671
5,170,724
Carrying amount
At 31 December 2022
332,117
1
645,770
977,888
At 31 December 2021
-
0
1
977,114
977,115
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 34 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Assets held for leasing
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2022
69,319
78,093
644,505
538,924
633,734
928,282
1,424,493
4,317,350
Additions
230,228
-
0
5,889
85,467
102,623
147,507
511,940
1,083,654
Disposals
(69,319)
-
0
(15,101)
(11,082)
(86,434)
(271,008)
(442,684)
(895,628)
Transfers
-
0
-
0
9,488
(303)
-
0
(9,185)
-
0
-
0
Exchange adjustments
-
0
9,253
8,274
1,187
22,369
59,357
168,792
269,232
At 31 December 2022
230,228
87,346
653,055
614,193
672,292
854,953
1,662,541
4,774,608
Depreciation and impairment
At 1 January 2022
69,319
49,121
334,411
394,741
547,486
727,844
419,158
2,542,080
Depreciation charged in the year
1,879
8,838
67,920
70,148
52,826
115,816
307,949
625,376
Eliminated in respect of disposals
(69,319)
-
0
(14,972)
(11,082)
(82,677)
(224,558)
(216,794)
(619,402)
Transfers
-
0
-
0
9,488
(303)
-
0
(9,185)
-
0
-
0
Exchange adjustments
-
0
5,821
7,623
1,187
18,981
39,870
49,667
123,149
At 31 December 2022
1,879
63,780
404,470
454,691
536,616
649,787
559,980
2,671,203
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
12
Tangible fixed assets
(Continued)
- 35 -
Carrying amount
At 31 December 2022
228,349
23,566
248,585
159,502
135,676
205,166
1,102,561
2,103,405
At 31 December 2021
-
0
28,972
310,094
144,183
86,248
200,438
1,005,335
1,775,270
The company had no tangible fixed assets at 31 December 2022 or 31 December 2021.
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
12
Tangible fixed assets
(Continued)
- 36 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2022
2021
2022
2021
£
£
£
£
Plant and equipment
-
0
66,749
-
0
-
0
Motor vehicles
169,864
36,419
-
0
-
0
169,864
103,168
-
-
13
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
2,327,223
2,318,595
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022
2,318,595
Additions
8,628
At 31 December 2022
2,327,223
Carrying amount
At 31 December 2022
2,327,223
At 31 December 2021
2,318,595
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
14
Subsidiaries
(Continued)
- 37 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Promatic Group Limited
1
Ordinary
100.00
-
Promatic International Limited
1
Ordinary
-
100.00
Promatic Inc
2
Ordinary
-
100.00
Promatic UK Limited
1
Ordinary
-
100.00
Promatic EBT Limited
1
Ordinary
-
100.00
Promatic France SAS
3
Ordinary
-
100.00
Elettronica Progetti S.r.l
4
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Unit 1 Hooton Road, Hooton, Ellesmere Port, CH66 7PA
2
801 Mid Amercia Drive, Plattsburg, MO 64477, USA
3
La Croix De Glatigny, Zone Artisanale, 61250, Lonrai, France
4
Via Oros SNC, 00071 Pomezia (RM), Italy
15
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Raw materials and consumables
1,491,794
635,841
-
-
Finished goods and goods for resale
1,206,497
1,638,888
-
0
-
0
2,698,291
2,274,729
-
-

Impairment losses totalling £220,004 (2021 - £Nil) were recognised in profit and loss during the year due to slow moving and obsolete stock.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 38 -
16
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,119,221
1,094,345
-
0
-
0
Corporation tax recoverable
74,295
34,711
-
0
-
0
Amounts owed by group undertakings
-
-
3,518,190
1,176,723
Other debtors
75,471
47,034
-
0
1,525
Prepayments and accrued income
230,694
124,571
7,047
6,898
1,499,681
1,300,661
3,525,237
1,185,146
Deferred tax asset (note 21)
135,633
-
0
52,722
-
0
1,635,314
1,300,661
3,577,959
1,185,146

The impairment gain/(loss) recognised in the Group profit and loss in respect of bad and doubtful debts was a debit of £4,512 (2021 - £4,407).

 

The amounts owed by group undertakings accrue interest at 2% and are repayable on demand.

17
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
19
921,015
507,479
479,599
200,000
Obligations under finance leases
20
52,188
97,072
-
0
-
0
Trade creditors
1,193,049
1,465,972
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,824,612
28,160
Corporation tax payable
146,165
102,269
-
0
-
0
Other taxation and social security
126,638
143,446
-
-
Other creditors
101,710
25,941
-
0
-
0
Accruals and deferred income
641,381
394,805
62,581
42,443
3,182,146
2,736,984
2,366,792
270,603

The amounts owed to group undertakings accrue interest at 2% and are repayable on demand.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 39 -
18
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
19
2,024,194
1,251,592
1,538,094
716,667
Obligations under finance leases
20
38,017
47,762
-
0
-
0
Other borrowings
19
984,000
984,000
984,000
984,000
Other creditors
167,729
-
0
-
0
-
0
Accruals and deferred income
266,052
-
0
-
0
-
0
3,479,992
2,283,354
2,522,094
1,700,667
19
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
2,945,209
1,758,910
2,017,693
916,667
Bank overdrafts
-
0
161
-
0
-
0
Other loans
984,000
984,000
984,000
984,000
3,929,209
2,743,071
3,001,693
1,900,667
Payable within one year
921,015
507,479
479,599
200,000
Payable after one year
3,008,194
2,235,592
2,522,094
1,700,667
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
19
Loans and overdrafts
(Continued)
- 40 -

£865,660 (£2021 - £952,785) of bank loans in Promatic Inc are secured against assets purchased. Of this, £459,087 (2021 - £370,098) is due within one year and £406,574 (2021 - £582,687) is due after more than one year. Interest is charged between 1.9% - 5.85% depending on the individual agreement.

 

£984,000 (2021 - £984,000) series A loan notes have no fixed redeemable date.

 

£716,667 (2021 - £916,667) of bank loans in Promatic Holdings Limited relate to the Coronavirus Business Interruption Scheme. The balance is being repaid in monthly instalments beginning in August 2021 and ending in July 2026. Interest of £43,573 (2021 - £23,769) was charged in the year.

 

A new loan of £1,500,000 in Promatic Holdings Limited was received in the year for the share buyback acquisition.

 

The bank loan and loan notes are secured on the assets of the Group and rank in accordance with an "Intercreditors Deed" entered into by HSBC Bank Plc, Promatic Holdings Limited and subsidiaries, RAM (102) Limited and senior management.

20
Finance lease obligations
Group
Company
2022
2021
2022
2021
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
52,188
97,072
-
0
-
0
In two to five years
38,017
47,762
-
0
-
0
90,205
144,834
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 41 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Group
£
£
£
£
Accelerated capital allowances
-
(39,913)
70,288
-
Tax losses
-
-
65,345
-
Other timing differences
161,443
245,181
-
-
161,443
205,268
135,633
-
Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Company
£
£
£
£
Tax losses
-
-
52,722
-
Group
Company
2022
2022
Movements in the year:
£
£
Liability at 1 January 2022
205,268
-
Credit to profit or loss
(179,458)
(52,722)
Liability/(Asset) at 31 December 2022
25,810
(52,722)

£82,836 (2021 - £39,913) of the deferred tax liability is expected to reverse within 12 months and relates to non deductible amortisation on assets introduced at fair value.

22
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
242,581
163,565
PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
22
Retirement benefit schemes
(Continued)
- 42 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At 31 December 2022, the Group had pension commitments to the defined contribution scheme of £44,925 (2021 - £16,300).

23
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3,500
3,500
3,500
3,500
Ordinary B shares of £1 each
1,324
5,799
1,324
5,799
4,824
9,299
4,824
9,299

The ordinary shares are treated pari passu and are as if they constituted one class of share.

 

Called up share capital represents the nominal value of the shares issued.

24
Reserves
Share premium

The share premium reserve includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares out of distributable profits.

Foreign exchange reserve

The foreign exchange reserve includes exchange differences which arise on consolidation of the foreign subsidiary.

Merger reserve

The merger reserve arose on a past group reconstruction that was accounted for as a merger in accordance with UK GAAP as applied at that time. FRS 102 maintains the use of merger accounting for group reconstructions.

Profit and loss reserves

The profit and loss reserve represents cumulative profits and losses, net of any dividends paid and other adjustments.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 43 -
25
Financial commitments, guarantees and contingent liabilities

The Group is party to cross guarantees in relation to various loan notes and bank facilities made available to other companies in the Group. The amounts outstanding in respect of guarantees as at 31 December 2022 are £3,001,692 (2021 - £1,990,667).

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
181,124
154,305
12,216
-
Between two and five years
420,297
399,394
-
-
In over five years
18,801
70,031
-
-
620,222
623,730
12,216
-
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2022
2021
£
£
Aggregate compensation
791,584
615,102

The above includes National Insurance of £74,602 (2021 - £49,460).

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
27
Related party transactions
(Continued)
- 44 -
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2022
2021
2022
2021
£
£
£
£
Group
Other related parties
-
81,246
-
252,383
Interest charges
2022
2021
£
£
Group
Entities with control, joint control or significant influence over the company
-
49,200
Key management personnel
-
10,278
Company
Entities with control, joint control or significant influence over the company
-
49,200
Key management personnel
-
10,278

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2022
2021
£
£
Group
Entities with control, joint control or significant influence over the group
-
984,000
Company
Entities with control, joint control or significant influence over the company
-
984,000
28
Ultimate controlling party

The immediate parent company is RAM (102) Limited, a company registered in England and Wales.

 

The ultimate controlling party is RAM (102) Limited, a company registered in England and Wales.

The largest group to which the company's results are consolidated is that of RAM (102) Limited.

PROMATIC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 45 -
29
Cash generated from group operations
2022
2021
£
£
Profit for the year after tax
541,973
285,623
Adjustments for:
Taxation (credited)/charged
(76,924)
99,693
Finance costs
163,792
144,108
Investment income
(572)
(85)
Gain on disposal of tangible fixed assets
(88,176)
(42,739)
Amortisation and impairment of intangible assets
334,135
366,344
Depreciation and impairment of tangible fixed assets
625,376
571,023
Movements in working capital:
Increase in stocks
(423,562)
(307,957)
(Increase)/decrease in debtors
(158,511)
202,036
Increase/(decrease) in creditors
465,470
(332,917)
Cash generated from operations
1,383,001
985,129
30
Analysis of changes in net funds/(debt) - group
1 January 2022
Cash flows
Other non-cash changes
Exchange rate movements
31 December 2022
£
£
£
£
£
Cash at bank and in hand
2,996,292
(1,651,892)
-
504,536
1,848,936
Bank overdrafts
(161)
161
-
-
-
0
2,996,131
(1,651,731)
-
504,536
1,848,936
Borrowings excluding overdrafts
(2,742,910)
(1,186,299)
-
-
(3,929,209)
Obligations under finance leases
(144,834)
34,292
20,337
-
(90,205)
108,387
(2,803,738)
20,337
504,536
(2,170,478)
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