Company registration number 13233496 (England and Wales)
SEDULO BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
SEDULO BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr B Longshaw
Mr P Cheetham-Karcz
Mr David Evans
Mr Leyton Jeffs
Company number
13233496
Registered office
Regency Court
62-66 Deansgate
Manchester
England
M3 2EN
Auditor
Bennett Verby Limited
Chartered Certified Accountants
7 St. Petersgate
Stockport
Greater Manchester
England
SK1 1EB
SEDULO BIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
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
Company statement of cash flows
18
SEDULO BIDCO LIMITED
CONTENTS
Notes to the financial statements
19 - 36
SEDULO BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023
- 1 -

The directors present the strategic report for the year ended 31 October 2023.

Review of the business

The directors are satisfied with the performance of the Group in this financial year. Revenues increased by 18% in October 23 compared with an increase of 23% in the prior year, growth was driven across all service lines of the company. Growth is an important metric, as the organisation aims to cement itself as a Mid-Tier advisory firm and the Group is on track to double in size in the three years from 2021 by the end of 2024.

EBITDA was £1.74m (2022: £1.35m) in a year that saw us grow across all four major city locations. Post year end we added a fifth city by opening in Birmingham. The performance of the offices where we have carried out acquisitions in recent years has been a success, and warrants our decision to amortise the Goodwill for these acquisitions over an extended period of 25 years. Our main KPI's of revenue per employee and revenue per billable employee both increased as the restructure of the management team at the start of the financial year started to bear fruit.

We continued to give back to the communities we operate in through our various campaigns, and this was formalised through the establishment of the Sedulo Foundation.

Principal risks and uncertainties

The group finances its operations through a mixture of retained profits and bank borrowings. The management's objectives are to:

- retain sufficient liquid funds to enable it to meet its day to day obligations as they fall due; and

- match the repayment schedule of any external finance with the expected cash flows expected to arise from the company's trading activities whilst being compliant with the covenants the bank have issued. The is deemed to be low risk as the Group is will within its covenants with the bank and these are monitored quarterly.

- The group's credit risk is primarily attributable to its trade debtors. This is an area of considerable investment across the Group to ensure debtors days are kept to a minimum, especially given the tough economic climate a lot of business are operating in.

- It is the group's policy that payments to suppliers are made in accordance with those terms and conditions agreed between the group and it's suppliers, provided that all trading terms and conditions have been complied with.

Key performance indicators

The Group's key financial and other performance indicators during the period were as follows:

 

2023

2022

 

 

£

£

 

Turnover

15,111,207

12,769,983

 

EBITDA

1,741,627

1,346,480

 

Net Assets

1,537,000

1,277,128

 

Revenue per employee

84,420

78,827

 

Revenue per billable employee

104,939

98,231

 

Debtors Days

48 days

60 days

 

 

SEDULO BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 2 -

On behalf of the board

Mr P Cheetham-Karcz
Director
31 July 2024
SEDULO BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 October 2023.

Principal activities

The principal activity of the company and group continued to be that of financial consultancy services.

Results and dividends

The results for the year are set out on pages 8-36.

Ordinary dividends were paid amounting to £801,113. 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:

Mr B Longshaw
Mr P Cheetham-Karcz
Mr David Evans
Mr Leyton Jeffs
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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.

SEDULO BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 4 -
On behalf of the board
Mr P Cheetham-Karcz
Director
31 July 2024
SEDULO BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023
- 5 -

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.

SEDULO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SEDULO BIDCO LIMITED
- 6 -
Opinion

We have audited the financial statements of Sedulo Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023 which comprise the group profit and loss account, 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, the company 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.

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:

SEDULO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SEDULO BIDCO LIMITED
- 7 -
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.

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.

SEDULO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SEDULO BIDCO LIMITED
- 8 -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- 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 discussions with directors and other management, and from our commercial knowledge and experience of the floor cleaning machines sector;

- we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit;

 

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to whether they considered there was susceptibility to fraud, 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

 

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify and unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

- investigated the rationale behind significant or unusual transactions

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims;

- reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

SEDULO BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SEDULO BIDCO LIMITED
- 9 -
Ian Buckley (Senior Statutory Auditor)
For and on behalf of Bennett Verby Limited
31 July 2024
Chartered Certified Accountants
Statutory Auditor
Chartered Certified Accountants
7 St. Petersgate
Stockport
Greater Manchester
England
SK1 1EB
SEDULO BIDCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 OCTOBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
15,111,207
12,769,983
Cost of sales
(1,301,973)
(1,337,036)
Gross profit
13,809,234
11,432,947
Administrative expenses
(12,335,104)
(10,393,401)
Other operating income
12,460
42,459
Operating profit
4
1,486,590
1,082,005
Interest payable and similar expenses
7
(159,056)
(65,445)
Profit before taxation
1,327,534
1,016,560
Tax on profit
8
(266,549)
(186,979)
Profit for the financial year
1,060,985
829,581
Profit for the financial year is attributable to:
- Owners of the parent company
1,049,795
823,865
- Non-controlling interests
11,190
5,716
1,060,985
829,581
SEDULO BIDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023
- 11 -
2023
2022
£
£
Profit for the year
1,060,985
829,581
Other comprehensive income
Reserve arising on acquisition of subsid
-
0
(245,248)
Tax relating to other comprehensive income
-
0
-
0
Total comprehensive income for the year
1,060,985
584,333
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,049,795
578,617
- Non-controlling interests
11,190
5,716
1,060,985
584,333
SEDULO BIDCO LIMITED
GROUP BALANCE SHEET
AS AT
31 OCTOBER 2023
31 October 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
2,412,597
2,524,573
Other intangible assets
10
88,487
20,494
Total intangible assets
2,501,084
2,545,067
Tangible assets
11
507,615
502,095
Investments
12
150,737
145,341
3,159,436
3,192,503
Current assets
Debtors
14
4,365,558
4,628,932
Cash at bank and in hand
411,230
175,640
4,776,788
4,804,572
Creditors: amounts falling due within one year
15
(4,602,835)
(4,768,645)
Net current assets
173,953
35,927
Total assets less current liabilities
3,333,389
3,228,430
Creditors: amounts falling due after more than one year
16
(1,717,389)
(1,881,302)
Provisions for liabilities
Deferred tax liability
19
79,000
70,000
(79,000)
(70,000)
Net assets
1,537,000
1,277,128
Capital and reserves
Called up share capital
21
2,321
2,321
Other reserves
(245,248)
(245,248)
Profit and loss reserves
1,748,011
1,499,329
Equity attributable to owners of the parent company
1,505,084
1,256,402
Non-controlling interests
31,916
20,726
1,537,000
1,277,128
SEDULO BIDCO LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 OCTOBER 2023
31 October 2023
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 31 July 2024 and are signed on its behalf by:
31 July 2024
Mr P Cheetham-Karcz
Director
Company registration number 13233496 (England and Wales)
SEDULO BIDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 OCTOBER 2023
31 October 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
12
1,094,530
1,094,530
Current assets
Debtors
14
849,282
849,482
Creditors: amounts falling due within one year
15
(1,092,195)
(1,092,395)
Net current liabilities
(242,913)
(242,913)
Net assets
851,617
851,617
Capital and reserves
Called up share capital
21
2,321
2,321
Share premium account
849,282
849,282
Profit and loss reserves
14
14
Total equity
851,617
851,617

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 £626,923 (2022 - £543,870 profit).

The financial statements were approved by the board of directors and authorised for issue on 31 July 2024 and are signed on its behalf by:
31 July 2024
Mr P Cheetham-Karcz
Director
Company registration number 13233496 (England and Wales)
SEDULO BIDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023
- 15 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 November 2021
1,013
-
1,427,528
1,428,541
15,010
1,443,551
Year ended 31 October 2022:
Profit and total comprehensive income
-
-
823,865
823,865
5,716
829,581
Issue of share capital
21
1,308
-
-
1,308
-
1,308
Dividends
9
-
-
(752,064)
(752,064)
-
(752,064)
Transfers
-
(245,248)
-
(245,248)
-
(245,248)
Balance at 31 October 2022
2,321
(245,248)
1,499,329
1,256,402
20,726
1,277,128
Year ended 31 October 2023:
Profit and total comprehensive income
-
-
1,049,795
1,049,795
11,190
1,060,985
Dividends
9
-
-
(801,113)
(801,113)
-
(801,113)
Balance at 31 October 2023
2,321
(245,248)
1,748,011
1,505,084
31,916
1,537,000
SEDULO BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 November 2021
1,013
-
0
-
0
1,013
Year ended 31 October 2022:
Profit and total comprehensive income for the year
-
-
543,870
543,870
Issue of share capital
21
1,308
849,282
-
850,590
Dividends
9
-
-
(543,856)
(543,856)
Balance at 31 October 2022
2,321
849,282
14
851,617
Year ended 31 October 2023:
Profit and total comprehensive income
-
-
626,923
626,923
Dividends
9
-
-
(626,923)
(626,923)
Balance at 31 October 2023
2,321
849,282
14
851,617
SEDULO BIDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
1,264,396
242,790
Interest paid
(159,056)
(65,445)
Income taxes paid
(416,769)
(237,088)
Net cash inflow/(outflow) from operating activities
688,571
(59,743)
Investing activities
Purchase of intangible assets
(79,016)
(19,076)
Purchase of tangible fixed assets
(33,840)
(61,301)
Purchase of fixed asset investments
(5,396)
(120,137)
Proceeds from disposal of subsidiaries, net of cash disposed
-
1,106,161
Net cash (used in)/generated from investing activities
(118,252)
905,647
Financing activities
Proceeds from issue of shares
-
1,308
Repayment of borrowings
229,165
542,131
Proceeds from new bank loans
500,000
-
Repayment of bank loans
-
(151,475)
Payment of finance leases obligations
(19,734)
(6,296)
Dividends paid to equity shareholders
(801,113)
(752,064)
Net cash used in financing activities
(91,682)
(1,450,658)
Net increase/(decrease) in cash and cash equivalents
478,637
(604,754)
Cash and cash equivalents at beginning of year
(823,148)
(218,394)
Cash and cash equivalents at end of year
(344,511)
(823,148)
Relating to:
Cash at bank and in hand
411,230
175,640
Bank overdrafts included in creditors payable within one year
(755,741)
(998,788)
SEDULO BIDCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
26
-
0
(568,994)
Investing activities
Proceeds from disposal of subsidiaries
-
0
(281,796)
Dividends received
626,923
544,056
Net cash generated from investing activities
626,923
262,260
Financing activities
Proceeds from issue of shares
-
850,590
Dividends paid to equity shareholders
(626,923)
(543,856)
Net cash (used in)/generated from financing activities
(626,923)
306,734
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
- 19 -
1
Accounting policies
Company information

Sedulo Bidco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Regency Court, 62-66 Deansgate, Manchester, England, M3 2EN.

 

The group consists of Sedulo Bidco 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.

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 Sedulo Bidco 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 October 2023. 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.

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 20 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 21 -
1.6
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 twenty five years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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:

Software
20% on cost
Patents & licences
nil
1.8
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.

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:

Leasehold improvements
10% on cost
Fixtures and fittings
25% on cost and 20% on cost
Computers
33% on cost and 25% 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.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 22 -

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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 (or cash-generating unit) 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 (or cash-generating unit) 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.

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 23 -
1.11
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.

1.12
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.

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.

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
1
Accounting policies
(Continued)
- 24 -
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 unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

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.

1.13
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.

1.14
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.

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
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.

1.15
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.

1.16
Retirement benefits

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

1.17
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.

1.18
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.

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 26 -
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.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
15,111,207
12,769,983
2023
2022
£
£
Other revenue
Grants received
12,460
12,460
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
100
-
Government grants
(12,460)
(12,460)
Depreciation of owned tangible fixed assets
123,472
145,523
Depreciation of tangible fixed assets held under finance leases
8,566
-
(Profit)/loss on disposal of investment property
-
0
9,874
Amortisation of intangible assets
122,999
118,952
Operating lease charges
820,290
644,335
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
22,500
22,500
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 27 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Senior Management Team
9
12
4
4
Central Support
31
32
-
-
Financial Consultants
139
122
-
-
Total
179
166
4
4

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
7,134,912
6,031,826
-
0
-
0
Social security costs
720,077
622,678
-
-
Pension costs
403,183
344,981
-
0
-
0
8,258,172
6,999,485
-
0
-
0
7
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
149,661
62,673
Other finance costs:
Interest on finance leases and hire purchase contracts
9,395
2,772
Total finance costs
159,056
65,445
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
257,549
180,979
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
8
Taxation
2023
2022
£
£
(Continued)
- 28 -
Deferred tax
Origination and reversal of timing differences
9,000
6,000
Total tax charge
266,549
186,979

The actual 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:

2023
2022
£
£
Profit before taxation
1,327,534
1,016,560
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
331,884
193,146
Tax effect of expenses that are not deductible in determining taxable profit
15,535
-
0
Permanent capital allowances in excess of depreciation
24,715
56,974
Research and development tax credit
(114,585)
(69,141)
Deferred Tax
9,000
6,000
Taxation charge
266,549
186,979
9
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
626,923
543,856
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 29 -
10
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Total
£
£
£
£
Cost
At 1 November 2022
2,945,046
34,736
1,500
2,981,282
Additions - internally developed
-
0
45,500
-
0
45,500
Additions - separately acquired
-
0
33,516
-
0
33,516
At 31 October 2023
2,945,046
113,752
1,500
3,060,298
Amortisation and impairment
At 1 November 2022
420,473
15,742
-
0
436,215
Amortisation charged for the year
111,976
11,023
-
0
122,999
At 31 October 2023
532,449
26,765
-
0
559,214
Carrying amount
At 31 October 2023
2,412,597
86,987
1,500
2,501,084
At 31 October 2022
2,524,573
18,994
1,500
2,545,067
The company had no intangible fixed assets at 31 October 2023 or 31 October 2022.
11
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 November 2022
429,714
133,355
365,348
928,417
Additions
4,620
11,913
121,025
137,558
At 31 October 2023
434,334
145,268
486,373
1,065,975
Depreciation and impairment
At 1 November 2022
101,146
57,489
267,687
426,322
Depreciation charged in the year
43,626
30,728
57,684
132,038
At 31 October 2023
144,772
88,217
325,371
558,360
Carrying amount
At 31 October 2023
289,562
57,051
161,002
507,615
At 31 October 2022
328,568
75,866
97,661
502,095
The company had no tangible fixed assets at 31 October 2023 or 31 October 2022.
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
11
Tangible fixed assets
(Continued)
- 30 -
Group
Company
2023
2022
2023
2022
£
£
£
£
Computers
95,152
-
0
-
0
-
0

Included within Computer Equipment are assets held under finance leases with a net book value of £95,152 (2022: £nil). Depreciation for the year was charged at £8,566 (2022: £nil).

12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
-
0
-
0
1,094,530
1,094,530
Unlisted investments
150,737
145,341
-
0
-
0
150,737
145,341
1,094,530
1,094,530
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 November 2022
145,341
Additions
5,396
At 31 October 2023
150,737
Carrying amount
At 31 October 2023
150,737
At 31 October 2022
145,341
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
12
Fixed asset investments
(Continued)
- 31 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 November 2022 and 31 October 2023
1,094,530
Carrying amount
At 31 October 2023
1,094,530
At 31 October 2022
1,094,530
13
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
150,737
145,341
-
-
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,361,865
2,499,349
-
0
-
0
Amounts owed by group undertakings
-
-
849,282
849,282
Other debtors
1,287,837
1,403,804
-
0
200
Prepayments and accrued income
715,856
725,779
-
0
-
0
4,365,558
4,628,932
849,282
849,482
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 32 -
15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
17
755,741
998,788
-
0
-
0
Obligations under finance leases
18
38,214
-
0
-
0
-
0
Trade creditors
771,475
809,177
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
823,893
539,746
Corporation tax payable
475,436
634,656
-
0
-
0
Other taxation and social security
1,154,630
848,747
-
-
Other creditors
909,966
919,641
268,302
552,649
Accruals and deferred income
497,373
557,636
-
0
-
0
4,602,835
4,768,645
1,092,195
1,092,395
16
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
17
1,400,000
900,000
-
0
-
0
Obligations under finance leases
18
45,770
-
0
-
0
-
0
Other borrowings
17
25,000
25,000
-
0
-
0
Other creditors
246,619
956,302
-
0
-
0
1,717,389
1,881,302
-
-
17
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,400,000
900,000
-
0
-
0
Bank overdrafts
755,741
998,788
-
0
-
0
Preference shares
25,000
25,000
-
0
-
0
2,180,741
1,923,788
-
-
Payable within one year
755,741
998,788
-
0
-
0
Payable after one year
1,425,000
925,000
-
0
-
0
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
17
Loans and overdrafts
(Continued)
- 33 -

The amounts owed to Santander Bank are secured by way of a fixed and floating charge against the assets of the Sedulo group of company's.

 

The amounts owed under Hire Purchase agreement are secured against the assets to which they relate.

18
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
38,213
-
0
-
0
-
0
In two to five years
45,771
-
0
-
0
-
0
83,984
-
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. 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 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
79,000
70,000
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 November 2022
70,000
-
Charge to profit or loss
9,000
-
Liability at 31 October 2023
79,000
-
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 34 -
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
403,183
344,981

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.

21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
23,206
23,206
2,321
2,321

The ordinary shares of the company have full voting rights and full entitlement to profit and capital distributions.

22
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
2023
2022
2023
2022
£
£
£
£
Within one year
1,531,660
961,150
-
-
Between two and five years
2,051,514
2,839,544
-
-
In over five years
2,179,750
2,168,500
-
-
5,762,924
5,969,194
-
-
23
Related party transactions

During the year, total dividends of £404,663 (2022: £378,196) were paid to the directors.

 

During the year, IT equipment of £103,718 was purchased from an entity with common shareholders with one of the Group's subsidiaries. These were bought at market value on an arms length basis.

 

Included within other debtors are amounts owed to company's that have common shareholders of £496,025 (2022: £327,692). Loans were provided during the year of £168,333 (2022: £167,261).

SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 35 -
24
Directors' transactions

Included within other debtors is an amount owed from directors of £650,844 (2022: £878,712). During the year loans were repaid of £357,139 (2022: £290,826) and issued of £129,271 (2022: £832,957).

 

These loans are interest free and repayable on demand.

25
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
1,060,985
829,581
Adjustments for:
Taxation charged
266,549
186,979
Finance costs
159,056
65,445
(Gain)/loss on disposal of investment property
-
0
9,874
Amortisation and impairment of intangible assets
122,999
118,952
Depreciation and impairment of tangible fixed assets
132,038
145,523
Movements in working capital:
Decrease/(increase) in debtors
34,209
(447,968)
Decrease in creditors
(511,440)
(665,596)
Cash generated from operations
1,264,396
242,790
26
Cash absorbed by operations - company
2023
2022
£
£
Profit for the year after tax
626,923
543,870
Adjustments for:
Investment income
(626,923)
(544,056)
Movements in working capital:
Decrease/(increase) in debtors
200
(849,482)
(Decrease)/increase in creditors
(200)
280,674
Cash absorbed by operations
-
(568,994)
SEDULO BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
- 36 -
27
Analysis of changes in net debt - group
1 November 2022
Cash flows
New finance leases
31 October 2023
£
£
£
£
Cash at bank and in hand
175,640
235,590
-
411,230
Bank overdrafts
(998,788)
243,047
-
(755,741)
(823,148)
478,637
-
(344,511)
Borrowings excluding overdrafts
(925,000)
(500,000)
-
(1,425,000)
Obligations under finance leases
-
19,734
(103,718)
(83,984)
(1,748,148)
(1,629)
(103,718)
(1,853,495)
28
Analysis of changes in net funds - company
1 November 2022
31 October 2023
£
£
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