Company registration number 10753672 (England and Wales)
BELLIS HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BELLIS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
R D Bellis
M Hadj Ahmed
P I Dunlop
T D Pennington-Brookfield
Secretary
T D Pennington-Brookfield
Company number
10753672
Registered office
Innovative Business Park
Derker Street
Oldham
Lancashire
OL1 4EQ
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
BELLIS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 30
BELLIS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

Introduction
The principal activity of the Group continued to be the design, assembly and distribution of equipment for automated transactions.

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

Business review

2023 was a satisfactory year for the Group. Turnover increased to £67.7m while gross margin remained at an acceptable level.

 

Development and future outlook

The Group pushes to lead the market in innovation, quality and customer service excellence. It is the

directors’ belief that by achieving these the long-term future of the Group is secured. The Group will look to continue to improve efficiency in all areas of operations through cost reduction, more disciplined production activities and more effective quality procedures and processes. Customer service remains a top priority. The Group continues to operate in a competitive and challenging business environment, however growth is starting to come from the investments made through the past five years.

 

Principle risks and uncertainties

The directors believe that the development and release of new products represents a significant factor in offsetting the commercial risks in its current markets. However, the Group will continue to look to develop new markets to help offset any slowdown in growth opportunities in its traditional areas. The Group continues to foster good relationships with its major customers and is increasingly developing its customer support activities. The Group is well aware of the risks associated in dealing in international markets and takes appropriate steps to hedge current exposures. It also aims to develop long term relationships with suppliers whilst at the same time being prepared to look for suitable alternatives.

 

Governance

The board of directors consider, both individually and collectively, that they have acted in a way they consider good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regards to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2023 in particular by reference to the approval of our business plan. The intention is to nurture the Group’s reputation, through both the construction and the delivery of the plan. During this year, the Board has continued to address the risks and opportunities in relation to the product offering, cyber security, and the development pipeline.

 

Financial key performance indicators

The directors consider turnover, gross margin and net cash to be key performance indicators. These are reviewed closely and action is taken where the directors believe there is a risk that these may be affected by future events.

 

2023         2022         Change

£'000         £'000           %    

 

Turnover          67,713     65,511         3

Gross margin          34,914     30,099         16

Net cash          11,998     8,320         44

BELLIS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Other key performance indicators

The directors monitor the diversification of the Group's customer base both in terms of Geography and Sector and consider these to be Key Performance Indicators, alongside the innovation pipeline.

On behalf of the board

P I Dunlop
Director
23 May 2024
BELLIS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

Principal activities

The principal activity of the group is the design, assembly and distribution of equipment for automated transactions.

Directors

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

R D Bellis
M Hadj Ahmed
P I Dunlop
T D Pennington-Brookfield
Results and dividends

The results for the year are set out on page 10.

 

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

 

Branches outside the UK

The Group has branches in Spain and Germany.

 

Research and development

Expenditure upon new product development continues to be of primary importance to the board and during the year significant expenditure was invested in new products that are now coming to market and being well received. Staff costs continue to be the majority of development costs borne by the Group.

Financial instruments

The Group holds or issues financial instruments in order to achieve three main objectives, being:

 

(a) to finance its operations;

 

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

 

(c) for trading purposes.

 

In addition, various financial instruments (e.g. trade debtors and trade creditors) arise directly from the Group's operations.

Liquidity risk

The Group manages its cash in order to ensure sufficient liquid resources to meet the foreseeable operating needs of the business. Working capital and capital investment is funded through retained earnings. As a result, the directors do not consider the Group is unduly exposed to either liquidity risks or pricing risks associated with the use of financial instruments.

Currency risk

The Group's principal foreign currency exposure arises from trading with and purchasing from overseas companies. The Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in Sterling. This hedging activity involves the use of third party foreign exchange instruments.

BELLIS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Credit risk

The Group monitors credit risk closely and considers that its current policy of setting credit limits for customers based on a combination of payment history and third party credit references manages this risk effectively. Credit limits and trade debtors are reviewed on a regular basis by the credit controller and provision is made for doubtful debts where necessary.

 

Overall, the directors consider that the systems and procedures in place, which have been thoroughly reviewed during the year, are sufficient to effectively and profitably manage the business.

Disabled persons

The Group gives full and fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities. Every effort is made to provide continuing employment, training and career development opportunities to employees who are or who become disabled in the course of their employment.

Employee involvement

The Group’s policy is to consult and discuss with employees, through meetings and consultations, matters likely to affect employee’s 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.

Future developments

The Group continues to follow its mission in developing new innovative products that provide excellent value for money.

 

The directors have identified significant growth opportunities in the near future through the further introduction of new products and development of existing market opportunities. The directors are confident that business profits will continue to grow over the next few years.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

BELLIS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Energy and carbon report
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
506,782
468,504
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
68.00
60.00
- Fuel consumed for owned transport
-
-
68.00
60.00
Scope 2 - indirect emissions
- Electricity purchased
27.00
26.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
-
Total gross emissions
95.00
86.00
Intensity ratio
Tonnes CO2e per employee
1.5
1.4
Quantification and reporting methodology

The methodology used to calculate our Greenhouse gas emissions is in line with the Greenhouse Gas Protocol, using the operational control approach to define our reporting boundary.

Measures taken to improve energy efficiency

In the period covered by the report the group has generated electricity from solar panels totalling 19,000 kWh, thereby avoiding the carbon dioxide arised from the use of fossil fuels.

 

The group has continued to review CO2 emissions when considering any major capital spend.

BELLIS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the Group 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 Group is aware of that information.

On behalf of the board
T D Pennington-Brookfield
Director
23 May 2024
BELLIS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BELLIS HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Bellis Holdings Limited (the '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 and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 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:

BELLIS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELLIS HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

We have nothing to report in respect of the following matters where 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 Group's and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the 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.

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.

BELLIS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELLIS HOLDINGS LIMITED
- 9 -

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 shareholders, 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 shareholders 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Graham Rigby (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
23 May 2024
Chartered Accountants
Ship Canal House
Statutory Auditor
98 King Street
Manchester
M2 4WU
BELLIS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£'000
£'000
Turnover
2
67,713
65,511
Cost of sales
(32,679)
(35,412)
Gross profit
35,034
30,099
Administrative expenses
(22,589)
(17,459)
Operating profit before amortization
3
12,445
12,640
Amortization of goodwill
(2,699)
(2,699)
Operating profit after amortization
3
9,746
9,941
Interest receivable and similar income
172
6
Interest payable and similar expenses
6
(1,132)
(1,132)
Profit before taxation
8,786
8,815
Tax on profit
7
(689)
(1,957)
Profit for the financial year
19
8,097
6,858
Other comprehensive income
Currency translation differences
(392)
334
Total comprehensive income for the year
7,705
7,192
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
BELLIS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
8
8,995
11,694
Other intangible assets
8
606
-
0
Total intangible assets
9,601
11,694
Tangible assets
9
6,724
5,931
16,325
17,625
Current assets
Stocks
12
21,737
19,862
Debtors
13
11,761
10,031
Cash at bank and in hand
11,998
8,320
45,496
38,213
Creditors: amounts falling due within one year
14
(10,727)
(12,681)
Net current assets
34,769
25,532
Total assets less current liabilities
51,094
43,157
Creditors: amounts falling due after more than one year
15
(1,143)
(1,143)
Provisions for liabilities
Deferred tax liability
16
232
-
0
(232)
-
Net assets
49,719
42,014
Capital and reserves
Called up share capital
18
-
0
-
0
Share premium account
19
43,006
43,006
Employee Benefit Trust share reserve
19
(1,325)
(1,325)
Profit and loss reserves
19
8,038
333
Total equity
49,719
42,014
The financial statements were approved by the board of directors and authorised for issue on 23 May 2024 and are signed on its behalf by:
T D Pennington-Brookfield
Director
BELLIS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
10
50,497
50,497
Current assets
Debtors
13
2,136
1,654
Creditors: amounts falling due within one year
14
(1,424)
(1,060)
Net current assets
712
594
Total assets less current liabilities
51,209
51,091
Creditors: amounts falling due after more than one year
15
(1,143)
(1,143)
Net assets
50,066
49,948
Capital and reserves
Called up share capital
18
-
0
-
0
Share premium account
19
43,006
43,006
Profit and loss reserves
19
7,060
6,942
Total equity
50,066
49,948

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 £118k (2022: £118k).

The financial statements were approved by the board of directors and authorised for issue on 23 May 2024 and are signed on its behalf by:
T D Pennington-Brookfield
Director
Company registration number 10753672 (England and Wales)
BELLIS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Employee Benefit Trust share reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2022
-
0
43,006
(1,325)
(6,859)
34,822
Year ended 31 December 2022:
Profit for the year
-
-
-
6,858
6,858
Other comprehensive income:
Currency translation differences
-
-
-
334
334
Total comprehensive income for the year
-
-
-
7,192
7,192
Balance at 31 December 2022
-
0
43,006
(1,325)
333
42,014
Year ended 31 December 2023:
Profit for the year
-
-
-
8,097
8,097
Other comprehensive income:
Currency translation differences
-
-
-
(392)
(392)
Total comprehensive income for the year
-
-
-
7,705
7,705
Balance at 31 December 2023
-
0
43,006
(1,325)
8,038
49,719
BELLIS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2022
-
0
43,006
6,824
49,830
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
118
118
Balance at 31 December 2022
-
0
43,006
6,942
49,948
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
118
118
Balance at 31 December 2023
-
0
43,006
7,060
50,066
BELLIS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
24
10,071
5,723
Income taxes paid
(2,885)
(625)
Net cash inflow from operating activities
7,186
5,098
Investing activities
Purchase of intangible assets
(606)
-
Purchase of tangible fixed assets
(1,955)
(1,039)
Proceeds on disposal of tangible fixed assets
13
4
Interest received
172
6
Net cash used in investing activities
(2,376)
(1,029)
Financing activities
Dividends paid on preference shares
(1,132)
(1,132)
Net cash used in financing activities
(1,132)
(1,132)
Net increase in cash and cash equivalents
3,678
2,937
Cash and cash equivalents at beginning of year
8,320
5,383
Cash and cash equivalents at end of year
11,998
8,320
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

Bellis Holdings Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Innovative Business Park, Derker Street, Oldham, Lancashire, OL1 4EQ.

 

The Group consists of Bellis Holdings Limited and all of its material 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 preparation of the financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group's accounting policies. In the directors' opinion, there are no significant areas of judgement nor key sources of estimation uncertainty within these financial statements.

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 £'000.

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

The Company has taken advantage of the Reduced Financial Reporting Regime, as permitted by FRS 102 regarding the disclosure requirements of Sections 3, 4, 7, 11, 12 and 33 of the standard. This information is included in the consolidated financial statements herein from a group perspective.

The consolidated financial statements incorporate those of Bellis Holdings Limited and all of its subsidiaries (ie entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

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. They are deconsolidated from the date control ceases.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the truegroup 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.

1.3
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.

Turnover 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 the 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.

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.4
Research and development expenditure

Research and development expenditure is written off in the year in which it is incurred.

1.5
Intangible fixed assets - goodwill

Goodwill arising from the acquisition of subsidiary undertakings, representing the difference between the purchase consideration and the fair value of net assets acquired, has been capitalised. Goodwill is amortised over a period of 10 years.

1.6
Intangible fixed assets other than goodwill

Intangible assets comprise cryptocurrency purchased as an investment by the company, which meet the definition of intangible fixed assets.

 

Intangible assets are initially recorded at cost, with subsequent changes in fair value being recognised in other comprehensive income (OCI). Fair value is determined with reference to the active trading market.

1.7
Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

The Group adds to the carrying amount of an item of fixed assets the cost of replacing such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit and loss in the period in which they are incurred.

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

Freehold property
2.5% straight line
Leasehold improvements
2.5% - 25% straight line
Plant and equipment
4.35% - 33.33% straight line

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

Investments held as fixed assets are measured at cost less accumulated impairment.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

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

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.10
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. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, 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.

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial liabilities

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

1.11
Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

1.12
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 enacted or substantively enacted at the balance sheet date. 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.

1.13
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 Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

The Group operates a number of country-specific defined contribution pension plans for its employees. Payments to such plans are charged as an expense as the fall due. The assets of the plans are held separately from the Group in independently administered funds.

1.15
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.

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.16
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.

 

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

1.17

Employee Benefit Trust

Assets held in the Bellis Holdings Limited Employee Benefit Trust are recognised assets of the Group until they vest unconditionally in identified beneficiaries.

 

Shares held in Bellis Holdings Limited by the Employee Benefit Trust are presented as a deduction from shareholders' funds. When the shares vest to satisfy share based payments, a transfer is made from the Employee Benefit Trust share reserve to retained earnings.

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
2
Turnover

The whole of the turnover is attributable to the principal activity. A geographic analysis of turnover is not provided as in the directors' opinion this would be prejudicial to their trading activities.

3
Operating profit
2023
2022
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
858
(960)
Depreciation of owned tangible fixed assets
1,075
833
Amortisation of intangible assets
2,699
2,699
Auditors remuneration
50
43
Operating lease charges
604
166
4
Employees

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

Group
2023
2022
Number
Number
Production
165
167
Development
57
62
Sales and management
130
107
Total
352
336

Their aggregate remuneration for the period comprised:

Group
2023
2022
£'000
£'000
Wages and salaries
13,575
12,095
Social security costs
1,436
1,368
Pension costs
168
153
15,179
13,616
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
5
Directors' remuneration
2023
2022
£'000
£'000
Remuneration for qualifying services
1,656
1,608
Company pension contributions to defined contribution schemes
12
6
1,668
1,614

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£'000
£'000
Remuneration for qualifying services
809
795
Company pension contributions to defined contribution schemes
6
6
6
Interest payable and similar expenses
2023
2022
£'000
£'000
Dividends on redeemable preference shares not classified as equity
1,132
1,132
7
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current period
587
624
Adjustments in respect of prior periods
(595)
(29)
Total UK current tax
(8)
595
Foreign current tax on profits for the current period
410
953
Adjustments in foreign tax in respect of prior periods
-
0
(34)
Total current tax
402
1,514
Deferred tax
Origination and reversal of timing differences
287
444
Adjustment in respect of prior periods
-
(1)
Total deferred tax
287
443
Total tax charge
689
1,957
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Taxation
(Continued)
- 23 -

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
£'000
£'000
Profit before taxation
8,786
8,815
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
2,063
1,675
Tax effect of expenses that are not deductible in determining taxable profit
906
1,090
Tax effect of income not taxable in determining taxable profit
-
0
(246)
Adjustments in respect of prior years
(595)
(29)
Effect of change in corporation tax rate
36
108
Effect of overseas tax rates
(118)
204
Deferred tax adjustments in respect of prior years
-
0
(1)
Enhanced allowances
(587)
(306)
Patent box set-off amount
(1,134)
(502)
Fixed asset differences
118
(2)
Overseas tax adjustment in respect of prior years
-
(34)
Taxation charge
689
1,957
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
8
Intangible fixed assets
Group
Goodwill
Crypto-currency
Total
£'000
£'000
£'000
Cost
At 1 January 2023
26,988
-
0
26,988
Additions
-
0
606
606
At 31 December 2023
26,988
606
27,594
Amortisation and impairment
At 1 January 2023
15,294
-
0
15,294
Amortisation charged for the year
2,699
-
0
2,699
At 31 December 2023
17,993
-
0
17,993
Carrying amount
At 31 December 2023
8,995
606
9,601
At 31 December 2022
11,694
-
0
11,694
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
9
Tangible fixed assets
Group
Freehold property
Leasehold improvements
Plant and equipment
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
6,516
698
10,996
18,210
Additions
-
0
381
1,575
1,956
Disposals
-
0
(3)
(21)
(24)
Exchange adjustments
(12)
(53)
(180)
(245)
At 31 December 2023
6,504
1,023
12,370
19,897
Depreciation and impairment
At 1 January 2023
2,722
677
8,880
12,279
Depreciation charged in the year
114
46
915
1,075
Eliminated in respect of disposals
-
0
-
0
(21)
(21)
Exchange adjustments
(4)
(44)
(112)
(160)
At 31 December 2023
2,832
679
9,662
13,173
Carrying amount
At 31 December 2023
3,672
344
2,708
6,724
At 31 December 2022
3,794
21
2,116
5,931
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Tangible fixed assets
(Continued)
- 25 -

Freehold property includes freehold land with a historic cost of £300,000 (2022: £300,000) and €305,000 (2022: €305,000). Freehold land is not depreciated.

10
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
11
-
0
-
0
50,497
50,497
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2023 and 31 December 2023
50,497
Carrying amount
At 31 December 2023
50,497
At 31 December 2022
50,497
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
11
Subsidiaries

The Company owned between 99% and 100% of the Ordinary share capital of the following subsidiaries at the balance sheet date:

Name of undertaking
Registered office
Nature of business
Bellis Group Limited
England and Wales
Holding company
Innovative Technology Limited *
England and Wales
Design, assembly and distribution of equipment for automated transactions
Bellis Technology Limited *
China
Assembly
Bellis Technologia E Automacao Ltda *
Brazil
Sales, distribution & assembly
Innovative Technology Americas, Inc *
USA
Sales and distribution
Innovative Technology (Asia Pacific) Pty Ltd *
Australia
Dormant
Innovative Technology S.R.L. *
Italy
Sales and distribution
Innovative Technology (China) Limited *
China
Sales and distribution
Innovative PPAS Limited *
England and Wales
Non-trading
Innoprint Limited *
England and Wales
Dormant
Innoserv Limited *
England and Wales
Dormant
Crypco Limited *
England and Wales
Dormant
Transaction Security Holdings Limited *
England and Wales
Dormant
Transaction Security Limited *
England and Wales
Dormant
Image Capture Limited *
England and Wales
Dormant
Bellis Trustee Limited *
England and Wales
Dormant
Innovative Technology GmbH *
Germany
Sales and distribution

* held indirectly

12
Stocks
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Raw materials and consumables
5,093
3,677
-
-
Finished goods and goods for resale
16,644
16,185
-
0
-
0
21,737
19,862
-
-
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
13
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
9,218
8,947
-
0
-
0
Corporation tax recoverable
1,733
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
2,136
1,654
Other debtors
182
281
-
0
-
0
Prepayments and accrued income
628
749
-
0
-
0
11,761
9,977
2,136
1,654
Deferred tax asset (note 16)
-
0
54
-
0
-
0
11,761
10,031
2,136
1,654
14
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Trade creditors
4,865
6,873
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
56
48
Corporation tax payable
191
938
-
0
-
0
Other taxation and social security
1,865
1,532
-
-
Other creditors
1,695
1,285
1,368
1,012
Accruals and deferred income
2,111
2,053
-
0
-
0
10,727
12,681
1,424
1,060
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Share capital treated as financial liabilties
1,143
1,143
1,143
1,143

Details of the terms and conditions attached to the non-equity shares is available from Companies House.

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
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
£'000
£'000
£'000
£'000
Accelerated capital allowances
548
-
-
(382)
Tax losses
(303)
-
-
423
Short term timing differences
(13)
-
-
13
232
-
-
54
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£'000
£'000
Asset at 1 January 2023
(54)
-
Charge to profit or loss
286
-
Liability at 31 December 2023
232
-
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
168
153

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

 

The pension cost charge represents contributions payable by the Group to the fund. Contributions totalling £42k (2022: £52k) were payable to the fund at the balance sheet date and are included within creditors.

BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
18
Share capital
Group and company
2023
2022
Ordinary share capital
£'000
£'000
Issued and fully paid
1,610 A Ordinary shares of 5p each
-
-
690 B Ordinary shares of 5p each
-
-
-
-
2023
2022
Shares classifed as debt
£'000
£'000
Issued and fully paid
419,665 A Preference shares of £1 each
420
420
520 B Preference shares of £1 each
1
1
722,820 C Preference shares of £1 each
723
723
1,143
1,143

The A, B and C Preference shares attract fixed dividends (see Note 6) and have rights as defined in the Company's articles of association.

19
Reserves
Employee Benefit Trust share reserve

In the year ended 31 December 2018, the Bellis Holdings Limited Employee Benefit Trust acquired 112 A Ordinary shares of £0.05 each and 3 B Ordinary shares of £0.05 each in the Company for a total consideration of £1,301,475 which forms the majority of the figure presented as a negative reserve in the consolidated balance sheet.

20
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
£'000
£'000
£'000
£'000
Within one year
635
407
-
-
Between two and five years
1,641
1,172
-
-
2,276
1,579
-
-
BELLIS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
21
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Acquisition of tangible fixed assets
246
29
-
-
22
Related party transactions

The Group paid rent to R D Bellis, a director of the Company, amounting to €69k (2022: €68k).

23
Controlling party

The Company was under the control of R D Bellis throughout the current and previous year.

24
Cash generated from group operations
2023
2022
£'000
£'000
Profit for the year after tax
8,097
6,858
Adjustments for:
Taxation charged
689
1,957
Finance costs
1,132
1,132
Investment income
(172)
(6)
(Gain)/loss on disposal of tangible fixed assets
(9)
3
Amortisation and impairment of intangible assets
2,699
2,699
Depreciation and impairment of tangible fixed assets
1,075
833
Foreign exchange gains
(307)
272
Movements in working capital:
Increase in stocks
(1,875)
(9,545)
Increase in debtors
(51)
(1,181)
(Decrease)/increase in creditors
(1,207)
2,701
Cash generated from operations
10,071
5,723
25
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£'000
£'000
£'000
Cash at bank and in hand
8,320
3,678
11,998
Borrowings excluding overdrafts
(1,143)
-
(1,143)
7,177
3,678
10,855
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100R D BellisM Hadj AhmedP I DunlopFirst Inital T D Pennington-BrookfieldT D 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