Company registration number 12415377 (England and Wales)
TBA GROUP HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TBA GROUP HOLDINGS LTD
COMPANY INFORMATION
Director
Mr G R Horner
Company number
12415377
Registered office
158-160 North Gower Street
London
United Kingdom
NW1 2ND
Auditor
Azets
Epsilon House
The Square
Gloucester Business Park
Gloucester
Gloucestershire
United Kingdom
GL3 4AD
TBA GROUP HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 28
TBA GROUP HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the year ended 31 December 2023.

Review of the business

We are creators and global Experience Makers with three specialist divisions covering Sport, Brands and Entertainment. The principal activity of the group is to create, design and produce original, exciting and shareable brand experiences for leading brands, rights holders and organisations enabling them to powerfully engage target audiences.

 

2023 showed continued growth for the group with positive momentum across the different divisions further fuelled with investment in people as well as creating ownable IP and international expansion with a particular focus in the US.

 

Across our Sport and Entertainment activities, live experiences covered Ryder Cup, Rugby World Cup and Formula 1 including the inaugural Las Vegas F1 Grand Prix. Building on our live experiences delivered globally, our new US office based in LA was launched supporting existing and new clients. The agency was also recognised with industry awards for our stand out work as well as new client wins including being appointed for Paris 24 projects.

 

In TBA Brands division the businesses performed strongly creating and delivering live events as well as brand experiences, award shows, conferences, touring experiences and bespoke global events for new and long standing global brand clients including a number of high profile, highly innovative global launches. The TBA Brands division grew its teams operating from London, Manchester and Birmingham offices as well as delivering events and experiences globally.

 

Looking ahead, the TBA Group is well positioned to continue to unlock sustained growth and further build its differentiated positioning across Sport, Brands and Entertainment. This will be achieved through continued creativity and innovation at the core of the business together with investment in our differentiated services, our staff and continued development of the implementation of our ESG policy to client’s projects.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks facing the group are considered to relate to customers' reaction to macro economic factors which impact our industry in general.

Other performance indicators

Given the straightforward nature of the business, the group's directors are of the opinion that further analysis of KPI's is not necessary for an understanding of the development, performance or position of the business.

TBA GROUP HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statutory duties under s172(1) Companies Act 2006

The Board of Directors believe that their decisions taken during the year ended 31 December 2023 have been made in good faith and in a way that would be most likely to promote the success of the Company for the benefits of its members; and in doing so having regard to:

 

 

The Board and Leadership regularly discusses issues concerning employees, customers, suppliers and ESG policy which inform its decision-making processes.

 

Employees – our staff remain central to the achievement of our business ambitions and the company is committed to adopting new and innovative measures to recruit and retain staff. We have a policy of rewarding staff based on merit, with a policy of promoting and recruiting based on ability to deliver for the business irrespective of other factors such as gender, race or sexual orientation.

 

Customers – we engage closely with our customers, our aim being to work with them as partners and to deliver powerful and memorable experiences for them.

 

Suppliers – we value our supplier base and our aim is to have long standing, strong and respectful working relationships with them.

 

Environmental, Social and Governance – The Board takes sustainability seriously, and recognises that we operate within an industry that can make many improvements. The Board’s intention is to behave responsibly, acting with a high standard of business conduct and good governance.

On behalf of the board

Mr G R Horner
Director
28 June 2024
TBA GROUP HOLDINGS LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company is that of a holding company. The principal activity of the group continued to be that of working with leading brands and organisations creating and delivering communication programmes to effectively engage with target audiences through live events, experiential activity, sport and entertainment.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £475,000. The director does not recommend payment of a further dividend.

Director

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

Mr G R Horner
Auditor

Azets 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.

Energy and carbon report
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
253,946
216,379
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
- Gas combustion
9.97
10.13
- Electricity purchased
41.30
31.11
Total gross emissions
51.27
41.24
Intensity ratio
Tonnes CO2e per employee
0.48
0.42
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s Conversion Factors for Company Reporting.

 

Gas and electricity energy usage was based on the monthly billing data provided by the supplier.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee. This was deemed the most appropriate ratio for the industry within which the group operates.

TBA GROUP HOLDINGS LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Measures taken to improve energy efficiency

The group take the following measures to limit their energy usage and associated carbon emissions:

Statement of director's responsibilities

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

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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. He is 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.

On behalf of the board
Mr G R Horner
Director
28 June 2024
TBA GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TBA GROUP HOLDINGS LTD
- 5 -
Opinion

We have audited the financial statements of TBA Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 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, 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 director's 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 director 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 director is 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:

TBA GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TBA GROUP HOLDINGS LTD
- 6 -
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 director's 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 director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the parent company or to cease operations, or has 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.

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.

TBA GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TBA GROUP HOLDINGS LTD
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Rebecca Hudson
Senior Statutory Auditor
For and on behalf of Azets
28 June 2024
Chartered Accountants
Statutory Auditor
Epsilon House
The Square
Gloucester Business Park
Gloucester
Gloucestershire
United Kingdom
GL3 4AD
TBA GROUP HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
41,039,935
30,640,463
Cost of sales
(28,812,863)
(19,773,616)
Gross profit
12,227,072
10,866,847
Administrative expenses
(9,496,703)
(8,349,758)
Operating profit
4
2,730,369
2,517,089
Interest receivable and similar income
7
52,840
14,944
Interest payable and similar expenses
8
-
0
(2,856)
Profit before taxation
2,783,209
2,529,177
Tax on profit
9
(764,739)
(519,749)
Profit for the financial year
2,018,470
2,009,428
Profit for the financial year is attributable to:
- Owner of the parent company
1,530,784
1,566,165
- Non-controlling interests
487,686
443,263
2,018,470
2,009,428
Total comprehensive income for the year is attributable to:
- Owner of the parent company
1,530,784
1,566,165
- Non-controlling interests
487,686
443,263
2,018,470
2,009,428
TBA GROUP HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
2,014,072
2,314,877
Tangible assets
12
140,992
143,923
2,155,064
2,458,800
Current assets
Debtors
13
19,779,487
11,162,646
Cash at bank and in hand
5,994,178
8,455,241
25,773,665
19,617,887
Creditors: amounts falling due within one year
14
(14,199,085)
(9,407,949)
Net current assets
11,574,580
10,209,938
Total assets less current liabilities
13,729,644
12,668,738
Creditors: amounts falling due after more than one year
15
-
(159,500)
Provisions for liabilities
Deferred tax liability
16
26,868
25,982
(26,868)
(25,982)
Net assets
13,702,776
12,483,256
Capital and reserves
Called up share capital
18
1
1
Profit and loss reserves
12,469,546
11,413,762
Equity attributable to owner of the parent company
12,469,547
11,413,763
Non-controlling interests
1,233,229
1,069,493
13,702,776
12,483,256
The financial statements were approved and signed by the director and authorised for issue on 28 June 2024
28 June 2024
Mr G R Horner
Director
Company registration number 12415377 (England and Wales)
TBA GROUP HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
13
1
1
Creditors: amounts falling due within one year
14
(13,450)
(8,270)
Net current liabilities
(13,449)
(8,269)
Capital and reserves
Called up share capital
18
1
1
Profit and loss reserves
(13,450)
(8,270)
Total equity
(13,449)
(8,269)

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 £469,820 (2022 - £14,229,495 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 28 June 2024
28 June 2024
Mr G R Horner
Director
Company registration number 12415377 (England and Wales)
TBA GROUP HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
14,700,001
(14,700,000)
10,322,597
10,322,598
945,080
11,267,678
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
1,566,165
1,566,165
443,263
2,009,428
Dividends
10
-
-
(475,000)
(475,000)
(318,850)
(793,850)
Reduction of shares
18
(14,700,000)
-
14,700,000
-
0
-
-
Transfers
-
14,700,000
(14,700,000)
-
-
-
Balance at 31 December 2022
1
-
11,413,762
11,413,763
1,069,493
12,483,256
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
1,530,784
1,530,784
487,686
2,018,470
Dividends
10
-
-
(475,000)
(475,000)
(323,950)
(798,950)
Balance at 31 December 2023
1
-
12,469,546
12,469,547
1,233,229
13,702,776
TBA GROUP HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
14,700,001
(3,775)
14,696,226
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(14,229,495)
(14,229,495)
Dividends
10
-
(475,000)
(475,000)
Reduction of shares
18
(14,700,000)
14,700,000
-
0
Balance at 31 December 2022
1
(8,270)
(8,269)
Year ended 31 December 2023:
Profit and total comprehensive income
-
469,820
469,820
Dividends
10
-
(475,000)
(475,000)
Balance at 31 December 2023
1
(13,450)
(13,449)
TBA GROUP HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
21
(447,601)
465,007
Interest paid
-
0
(2,856)
Income taxes paid
(646,267)
(945,397)
Net cash outflow from operating activities
(1,093,868)
(483,246)
Investing activities
Purchase of tangible fixed assets
(74,780)
(76,908)
Proceeds from disposal of tangible fixed assets
6,820
1,500
Purchase of subsidiaries, net of cash acquired
-
(13,200)
Repayment of loans
(553,125)
(333,928)
Interest received
52,840
14,944
Net cash used in investing activities
(568,245)
(407,592)
Financing activities
Repayment of bank loans
-
(650,000)
Dividends paid to equity shareholders
(475,000)
(475,000)
Dividends paid to non-controlling interests
(323,950)
(318,850)
Net cash used in financing activities
(798,950)
(1,443,850)
Net decrease in cash and cash equivalents
(2,461,063)
(2,334,688)
Cash and cash equivalents at beginning of year
8,455,241
10,789,929
Cash and cash equivalents at end of year
5,994,178
8,455,241
TBA GROUP HOLDINGS LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Investing activities
Dividends received
475,000
475,000
Net cash generated from investing activities
475,000
475,000
Financing activities
Dividends paid to equity shareholders
(475,000)
(475,000)
Net cash used in financing activities
(475,000)
(475,000)
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
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

TBA Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 158-160 North Gower Street, London, United Kingdom, NW1 2ND.

 

The group consists of TBA Group 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.

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 TBA Group 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 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.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

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 director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues 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 is recognised on the date on which the event is held. In relation to events which are spread over a significant period of time, revenue is recognised on a straight line basis over the length of the event.

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 10 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
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.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

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:

Plant and equipment
25% reducing balance
Fixtures and fittings
25% straight line
Computers
33.33% straight line
Motor vehicles
25% straight line
Technical equipment
25% reducing balance

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.

1.8
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.

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.

1.9
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.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

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.

1.10
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.

1.11
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.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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 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.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

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

1.12
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.

1.13
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.

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.

1.14
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.

1.15
Retirement benefits

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

1.16
Leases

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.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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 class of business
Events & media services
41,039,935
30,640,463
2023
2022
£
£
Turnover analysed by geographical market
UK
28,995,932
24,948,647
Europe
7,951,035
2,770,162
North America
863,577
1,233,613
Asia
1,090,808
-
South America
-
1,688,041
Rest of the World
2,138,583
-
41,039,935
30,640,463
2023
2022
£
£
Other revenue
Interest income
52,840
14,944
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
104,843
10,776
Depreciation of owned tangible fixed assets
72,477
64,377
Profit on disposal of tangible fixed assets
(1,586)
(1,017)
Amortisation of intangible assets
300,805
300,805
Operating lease charges
382,017
370,996
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
4,750
3,775
Audit of the financial statements of the company's subsidiaries
38,745
43,400
43,495
47,175
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
106
99
1
1

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
5,347,647
4,559,341
-
0
-
0
Social security costs
570,538
504,788
-
-
Pension costs
294,500
301,581
-
0
-
0
6,212,685
5,365,710
-
0
-
0
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
50,340
14,001
Other interest income
2,500
943
Total income
52,840
14,944
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
50,340
14,001
8
Interest payable and similar expenses
2023
2022
£
£
Other finance costs:
Other interest
-
2,856
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
724,040
549,971
Adjustments in respect of prior periods
47,769
(32,613)
Total current tax
771,809
517,358
Deferred tax
Origination and reversal of timing differences
(7,070)
2,391
Total tax charge
764,739
519,749
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 24 -

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
2,783,209
2,529,177
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
695,802
480,544
Tax effect of expenses that are not deductible in determining taxable profit
63,100
19,061
Change in unrecognised deferred tax assets
(62,854)
-
0
Adjustments in respect of prior years
47,769
(32,613)
Effect of change in corporation tax rate
(45,518)
(2,202)
Group relief
-
0
(1,047)
Amortisation on assets not qualifying for tax allowances
57,773
57,153
Other permanent differences
10,584
(3,359)
Effect of overseas tax rates
(1,917)
5,029
Deferred tax adjustments in respect of prior years
-
0
1,182
Enhanced tax relief claimed
-
0
(3,999)
Taxation charge
764,739
519,749
10
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Interim paid
475,000
475,000
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
3,008,054
Amortisation and impairment
At 1 January 2023
693,177
Amortisation charged for the year
300,805
At 31 December 2023
993,982
Carrying amount
At 31 December 2023
2,014,072
At 31 December 2022
2,314,877
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Intangible fixed assets
(Continued)
- 25 -
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Technical equipment
Total
£
£
£
£
£
£
Cost
At 1 January 2023
247,715
167,845
274,568
17,500
149,888
857,516
Additions
2,616
-
0
52,530
-
0
19,634
74,780
Disposals
-
0
-
0
(936)
-
0
(49,001)
(49,937)
At 31 December 2023
250,331
167,845
326,162
17,500
120,521
882,359
Depreciation and impairment
At 1 January 2023
244,132
160,980
248,520
4,264
55,697
713,593
Depreciation charged in the year
899
4,976
22,911
2,647
41,044
72,477
Eliminated in respect of disposals
-
0
-
0
(644)
-
0
(44,059)
(44,703)
At 31 December 2023
245,031
165,956
270,787
6,911
52,682
741,367
Carrying amount
At 31 December 2023
5,300
1,889
55,375
10,589
67,839
140,992
At 31 December 2022
3,583
6,865
26,048
13,236
94,191
143,923
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,872,622
7,393,340
-
0
-
0
Other debtors
6,459,653
2,690,379
1
1
Prepayments and accrued income
2,433,078
1,072,749
-
0
-
0
19,765,353
11,156,468
1
1
Deferred tax asset (note 16)
14,134
6,178
-
0
-
0
19,779,487
11,162,646
1
1
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
14
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
2,436,768
1,518,794
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
8,270
8,270
Corporation tax payable
545,671
420,129
-
0
-
0
Other taxation and social security
897,454
1,030,536
-
-
Other creditors
582,484
1,552,144
-
0
-
0
Accruals and deferred income
9,736,708
4,886,346
5,180
-
0
14,199,085
9,407,949
13,450
8,270
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Other creditors
-
0
159,500
-
0
-
0
16
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
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
29,981
28,363
(713)
(284)
Tax losses
-
-
13,154
5,614
Retirement benefit obligations
(3,113)
(2,381)
1,693
848
26,868
25,982
14,134
6,178
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
19,804
-
Credit to profit or loss
(7,070)
-
Liability at 31 December 2023
12,734
-
TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
294,500
301,581

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.

18
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

The company completed a capital reduction during the year to reduce the number of shares in issue.

19
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
290,663
433,104
-
-
Between two and five years
733,632
1,358,041
-
-
In over five years
-
85,838
-
-
1,024,295
1,876,983
-
-
20
Directors' transactions

Dividends totalling £475,000 (2022 - £475,000) were paid in the year in respect of shares held by the company's directors.

There is a balance due from the director to the group of £2,109,789 (2022: £1,556,664). The loan is interest free and there are no set repayment terms in place.

TBA GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
21
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Profit for the year after tax
2,018,470
2,009,428
Adjustments for:
Taxation charged
764,739
519,749
Finance costs
-
0
2,856
Investment income
(52,840)
(14,944)
Gain on disposal of tangible fixed assets
(1,586)
(1,017)
Amortisation and impairment of intangible assets
300,805
300,805
Depreciation and impairment of tangible fixed assets
72,477
64,377
Movements in working capital:
Decrease in stocks
-
61,036
Increase in debtors
(8,055,760)
(2,491,883)
Increase in creditors
4,506,094
21,233
Cash (absorbed by)/generated from operations
(447,601)
471,640
22
Cash absorbed by operations - company
2023
2022
£
£
Profit/(loss) for the year after tax
469,820
(14,229,495)
Adjustments for:
Investment income
(475,000)
(475,000)
Other gains and losses
-
14,700,000
Movements in working capital:
Increase in creditors
5,180
4,495
Cash absorbed by operations
-
-
23
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
8,455,241
(2,461,063)
5,994,178
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