Company Registration No. 11726333 (England and Wales)
SHERWOODS HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SHERWOODS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
A MacConachie
S MacConachie
C Elvidge
Company number
11726333
Registered office
Crowther Road
Crowther Industrial Estate
Washington
Tyne & Wear
NE38 0AQ
Auditor
UHY Hacker Young Manchester LLP
St James Building
79 Oxford Street
Manchester
M1 6HT
SHERWOODS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 29
SHERWOODS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

Turnover for the year ended 31 December 2023 was £96,400,704 (2022: £91,526,708).

 

Results before tax was a profit of £1,008,383 (2022: £804,092).

 

Despite the headwinds of increased energy costs, borrowing costs and general inflation the business performed well above our expectations finishing with the second highest profit on record.

 

Some overachievement key performance milestones were-:

 

 

We know 2024 is going to be tough with continued pressure on costs, interest rates still high, customer uncertainty and alike but we have a strong well performing business and a robust balance sheet and will be more than able to ride out any storms. We also will be looking for further opportunities to grow our business should the opportunity arise in 2024, either with additional franchises on our existing sites or an additional site if one becomes available.

Principal risks and uncertainties

The management of the business and the nature of the group's strategy are subject to a number of risks. The directors have set out below the principal risks facing the business.

a) Manufacturers supply of new and improved products

The group is reliant on new vehicle products from Peugeot, Citroen and Suzuki. This exposes the group to risks in a number of areas as the group is dependent on its manufacturers in respect of:

- availability of new vehicle products

- quality of new vehicle products

- pricing of new vehicle products

 

The directors are confident that future new products from manufacturers will continue to be competitively priced and of high quality and therefore consider that this "manufacturer risk" is minimal.

b) Economic downturn

The success of the business is reliant on consumer confidence. An economic downturn, resulting in a reduction of consumer confidence will have a direct impact on the income achieved by the group.

The directors keep abreast of economic conditions to allow the business to make an effective response.

c) Franchise representation

The group is exposed to the vehicle life cycles of the manufacturers it represents. However, constant awareness and multi-franchise representation mitigates this risk.

d) Employees

The success of the group is largely dependent upon the recruitment and retention of our employees. Policies are in place to ensure suitable staff resources are employed within the business.

Key performance indicators

The directors have monitored the progress of the overall group strategy and the individual strategic elements by reference to gross margin and operating profit, which are set out in the attached accounts.

SHERWOODS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Promoting the success of the company - Section 172 Statement

The directors have acted to promote the long-term success of the group for the benefit of all its stakeholders during the year ending 31 December 2023.

 

The group's employees are fundamental to the delivery of this strategy and we are a responsible employer in our approach to all aspects of their employment. The health, safety and well-being of our team is of primary consideration in the way we do business. The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Our aim is to be fully compliant with employment law, GDPR, modern slavery, competition law, FCA requirements, Health & Safety, anti-corruption and anti-bribery regulations, together with other legal or regulatory requirements for the sector we operate in.

 

The group gives full and fair consideration for the employment of disabled persons having regard to their particular aptitudes and abilities. Where existing employees become disabled, it is the group's policy wherever practicable, to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate.

 

The directors believe that it is essential for the continued success and reputation of the business to maintain positive relationships with our customers, suppliers and vehicle manufacturer partners. Our business is built upon the prioritisation of customer satisfaction and quality and having positive relationships with all our suppliers. We meet with our manufacturing partners regularly throughout the year and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

 

The directors monitor any impact of the group's operations on the environment and local community and accepts its wider social responsibilities and is involved with local good causes.  We comply with environmental legislation, pursue waste saving opportunities, recycle what we can and have invested to reduce our carbon footprint. The group monitors its energy and water consumption to reduce usage where possible.

 

The directors operate the business in a responsible manner with good governance to ensure all stakeholders are treated fairly and to maintain and improve our strong reputation and high standards of business conduct.

On behalf of the board

A MacConachie
Director
8 August 2024
SHERWOODS 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 that of purchasing, selling and repairing of motor vehicles and other ancillary services within the UK.

Results and dividends

The results for the year are set out on page 9.

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

Directors

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

A MacConachie
S MacConachie
C Elvidge
Business relationships

The directors believe that it is essential for the continued success and reputation of the business to maintain positive relationships with the customers, suppliers and vehicle manufacturer partners. Business is built upon the prioritisation of customer satisfaction and having positive relationships with all suppliers.

Future developments

The directors believe that establishing a great working relationship with our existing brands will enable us to take advantage of future expansion possibilities within our focused geographical area. This coupled with looking at other partners to compliment our existing portfolio will enable us to grow a sustainable group over the medium term.

Energy and carbon report

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2023 to 31 December 2023, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.

We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.

During the reporting period, we have invested £152,000 in PV installations. The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

Quantification and reporting methodology

Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’, using DESNZ's 2022 and 2023 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.

Intensity measurement

The intensity ratio chosen was tCO2e per £million turnover. This was chosen as it was deemed to be the best metric which could be constantly used over time and would best reflect changes in our energy consumption, but also reflect changes in our operations.

SHERWOODS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
1,590,457
2,041,828
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
168.90
201.80
- Fuel consumed for owned transport
56.40
91.80
225.30
293.60
Scope 2 - indirect emissions
- Electricity purchased
86.50
104.60
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
-
Total gross emissions
311.80
398.20
Intensity ratio
Tonnes CO2e per £million turnover
3.2
4.4
Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

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

SHERWOODS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
On behalf of the board
A MacConachie
Director
8 August 2024
SHERWOODS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SHERWOODS HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Sherwoods 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 and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

SHERWOODS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHERWOODS HOLDINGS LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

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

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: valuation of used vehicle stocks and recognition of supplier incentives. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory frameworks the group operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

 

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the group’s FCA regulatory requirements.

 

Our procedures to respond to risks identified included the following:

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

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.

Ian McMahon FCCA FMAAT (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young Manchester LLP
8 August 2024
Chartered Accountants
Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT
SHERWOODS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
96,400,704
91,526,708
Cost of sales
(85,679,167)
(81,414,103)
Gross profit
10,721,537
10,112,605
Administrative expenses
(9,302,708)
(9,057,384)
Other operating income
76,819
9,788
Operating profit
4
1,495,648
1,065,009
Interest receivable and similar income
8
3,369
5,699
Interest payable and similar expenses
9
(490,634)
(266,616)
Profit before taxation
1,008,383
804,092
Tax on profit
10
(254,909)
(170,303)
Profit for the financial year
26
753,474
633,789
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.
SHERWOODS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
351,439
409,302
Tangible assets
13
1,090,160
781,561
1,441,599
1,190,863
Current assets
Stocks
16
19,990,599
18,351,915
Debtors
17
5,206,138
7,550,082
Cash at bank and in hand
1,521,372
1,347,671
26,718,109
27,249,668
Creditors: amounts falling due within one year
18
(21,251,709)
(22,576,068)
Net current assets
5,466,400
4,673,600
Total assets less current liabilities
6,907,999
5,864,463
Creditors: amounts falling due after more than one year
19
(219,788)
-
Provisions for liabilities
Deferred tax liability
21
154,923
84,649
(154,923)
(84,649)
Net assets
6,533,288
5,779,814
Capital and reserves
Called up share capital
23
99
99
Share premium account
24
4,249,996
4,249,996
Capital redemption reserve
25
5
5
Profit and loss reserves
26
2,283,188
1,529,714
Total equity
6,533,288
5,779,814
The financial statements were approved by the board of directors and authorised for issue on
8 August 2024
08 August 2024
and are signed on its behalf by:
A MacConachie
Director
Company registration number 11726333 (England and Wales)
SHERWOODS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
4,750,002
4,750,001
Current assets
Cash at bank and in hand
94
94
Creditors: amounts falling due within one year
18
(499,996)
(499,995)
Net current liabilities
(499,902)
(499,901)
Net assets
4,250,100
4,250,100
Capital and reserves
Called up share capital
23
99
99
Share premium account
24
4,249,996
4,249,996
Capital redemption reserve
25
5
5
Total equity
4,250,100
4,250,100

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 £0 (2022 - £295,000 profit).

The financial statements were approved by the board of directors and authorised for issue on
8 August 2024
08 August 2024
and are signed on its behalf by:
A MacConachie
Director
Company registration number 11726333 (England and Wales)
SHERWOODS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
99
4,249,996
5
1,190,925
5,441,025
Year ended 30 December 2022:
Profit and total comprehensive income
-
-
-
633,789
633,789
Dividends
11
-
-
-
(120,000)
(120,000)
Own shares acquired
-
-
-
(175,000)
(175,000)
Balance at 30 December 2022
99
4,249,996
5
1,529,714
5,779,814
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
753,474
753,474
Balance at 31 December 2023
99
4,249,996
5
2,283,188
6,533,288
SHERWOODS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
99
4,249,996
5
-
0
4,250,100
Year ended 30 December 2022:
Profit and total comprehensive income for the year
-
-
-
295,000
295,000
Dividends
11
-
-
-
(120,000)
(120,000)
Own shares acquired
-
-
-
(175,000)
(175,000)
Balance at 30 December 2022
99
4,249,996
5
-
0
4,250,100
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
-
0
Balance at 31 December 2023
99
4,249,996
5
-
0
4,250,100
SHERWOODS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
1,452,169
1,032,980
Interest paid
(490,634)
(266,616)
Income taxes paid
(136,717)
(250,526)
Net cash inflow from operating activities
824,818
515,838
Investing activities
Purchase of business
-
(692,486)
Purchase of tangible fixed assets
(545,989)
(219,431)
Proceeds from disposal of tangible fixed assets
500
-
Movement in directors account
(400,565)
-
Interest received
3,369
5,699
Net cash used in investing activities
(942,685)
(906,218)
Financing activities
Purchase of treasury shares
-
0
(175,000)
Prcoeeds from borrowings
302,457
-
Repayment of borrowings
(10,889)
-
Dividends paid to equity shareholders
-
0
(120,000)
Net cash generated from/(used in) financing activities
291,568
(295,000)
Net increase/(decrease) in cash and cash equivalents
173,701
(685,380)
Cash and cash equivalents at beginning of year
1,347,671
2,033,051
Cash and cash equivalents at end of year
1,521,372
1,347,671
SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Sherwoods Holdings Limited is a private limited company domiciled and incorporated in England and Wales. The registered office is Crowther Road, Crowther Industrial Estate, Washington, Tyne & Wear, NE38 0AQ.

 

The group consists of Sherwoods Holdings Limited and its subsidiaries Sherwoods Motor Group Limited and North East Car Subscription Services Limited.

1.1
Accounting convention

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

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

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

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

 

 

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.

 

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Sherwoods 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.

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

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

1.4
Going concern

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

1.5
Turnover

Turnover comprises revenue recognised by the group in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

 

Turnover of new and used motor vehicles, parts and accessories are recognised on the transfer of legal ownership to the customer. After sales revenue is recognised on the completion of the agreed work.

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.

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
10 - 20% straight line
Fixtures and fittings
10 - 20% straight line
Computers
33 - 50% straight line
Motor vehicles
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.

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

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

1.9
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.

1.10
Stocks

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

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

 

In respect of consignment stocks, where legal title of ownership is not held by the dealership, goods are recognised when the dealership bears the substantial risks and rewards of ownership. Indicators that the dealer bears the substantial risks and rewards of ownership include:

1.11
Cash and cash equivalents

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

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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.

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

Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

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

Current tax

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

SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Deferred tax

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

 

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

1.15
Employee benefits

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

 

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

 

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

1.16
Retirement benefits

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

1.17
Leases

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.

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Consignment stock

Vehicles held on consignment have been included in finished goods within stocks on the basis that the group has determined that it holds the significant risks and rewards attached to these vehicles.

SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key sources of estimation uncertainty

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

Stock valuation

Stock valuation is regularly monitored against age profile and market demand. Management use a number of market tools during the appraisal process including Glass' and CAP valuation guides. The directors maintain oversight of ageing stock profiles and a monthly review of any provision required is performed.

Useful lives of tangible and intangible fixed assets

The annual depreciation charge for tangible and intangible assets is sensitive to changes in the estimated useful economic lives of the assets so these are re-assessed annually and amended when necessary to reflect current estimates. See the accounting policies note for the useful economic lives for each class of assets.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Vehicle sales
87,752,013
83,602,549
Aftersales
7,833,737
6,815,537
Commissions
814,954
1,108,622
96,400,704
91,526,708

All turnover arose within the United Kingdom.

4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
236,890
203,718
(Profit)/loss on disposal of tangible fixed assets
-
223
Amortisation of intangible assets
57,863
57,864
Operating lease charges
611,000
486,000
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
8,000
7,700
Audit of the financial statements of the company's subsidiaries
19,325
16,500
27,325
24,200
SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Auditor's remuneration
(Continued)
- 21 -
For other services
Taxation compliance services
2,445
3,000
Other taxation services
480
480
2,925
3,480
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
Management and administration
74
72
3
3
Sales
79
90
-
-
Total
153
162
3
3

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,966,770
4,856,492
-
0
-
0
Social security costs
537,922
567,043
-
-
Pension costs
109,566
118,213
-
0
-
0
5,614,258
5,541,748
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
140,737
144,721
Company pension contributions to defined contribution schemes
2,610
2,393
143,347
147,114

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

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
3,369
5,699
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
9,769
-
Interest on finance leases and hire purchase contracts
480,865
266,616
Total finance costs
490,634
266,616
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
184,635
135,617
Adjustments in respect of prior periods
-
0
1,100
Total current tax
184,635
136,717
Deferred tax
Origination and reversal of timing differences
66,069
25,887
Changes in tax rates
4,205
7,699
Total deferred tax
70,274
33,586
Total tax charge
254,909
170,303
SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
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
£
£
Profit before taxation
1,008,383
804,092
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
236,970
152,777
Tax effect of expenses that are not deductible in determining taxable profit
431
418
Tax effect of income not taxable in determining taxable profit
(4,174)
-
0
Under/(over) provided in prior years
-
0
1,100
Other
17,477
8,309
Deferred tax change in rate
4,205
7,699
Taxation charge
254,909
170,303
11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Interim paid
-
120,000
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
578,624
Amortisation and impairment
At 1 January 2023
169,322
Amortisation charged for the year
57,863
At 31 December 2023
227,185
Carrying amount
At 31 December 2023
351,439
At 30 December 2022
409,302
The company had no intangible fixed assets at 31 December 2023 or 30 December 2022.
SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
338,707
800,935
191,886
13,691
1,345,219
Additions
68,509
384,684
10,605
82,191
545,989
Disposals
(500)
-
0
-
0
-
0
(500)
At 31 December 2023
406,716
1,185,619
202,491
95,882
1,890,708
Depreciation and impairment
At 1 January 2023
127,663
315,064
118,193
2,738
563,658
Depreciation charged in the year
61,554
122,074
40,774
12,488
236,890
At 31 December 2023
189,217
437,138
158,967
15,226
800,548
Carrying amount
At 31 December 2023
217,499
748,481
43,524
80,656
1,090,160
At 30 December 2022
211,044
485,871
73,693
10,953
781,561
The company had no tangible fixed assets at 31 December 2023 or 30 December 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
4,750,002
4,750,001
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
4,750,001
Additions
1
At 31 December 2023
4,750,002
Carrying amount
At 31 December 2023
4,750,002
At 30 December 2022
4,750,001
SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Sherwoods Motor Group Limited
Crowther Road, Crowther Industrial Estate, Washington, Tyne & Wear, NE38 0AQ
Ordinary
100.00
North East Car Subscription Services Limited
Crowther Road, Crowther Industrial Estate, Washington, Tyne & Wear, NE38 0AQ
Ordinary
100.00
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Parts stock and WIP
386,289
286,172
-
-
Vehicle stock
19,604,310
18,065,743
-
0
-
0
19,990,599
18,351,915
-
-

During the period an impairment loss of £171,988 (2022: loss of £113,682) was recognised against stock.

 

The used stocking loans & consignment stocking loans included in trade creditors amounting to £17,936,447 (2022: £17,475,519) are secured directly on the vehicles to which they relate.

17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,916,277
4,022,915
-
0
-
0
Other debtors
1,907,451
3,158,054
-
0
-
0
Prepayments and accrued income
382,410
369,113
-
0
-
0
5,206,138
7,550,082
-
-
SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
20
71,780
-
0
-
0
-
0
Trade creditors
18,404,253
19,803,206
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
499,996
499,995
Corporation tax payable
184,635
136,717
-
0
-
0
Other taxation and social security
669,993
758,262
-
-
Other creditors
1,092,320
1,063,711
-
0
-
0
Accruals and deferred income
828,728
814,172
-
0
-
0
21,251,709
22,576,068
499,996
499,995

The used stocking loans & consignment stocking loans included in trade creditors amounting to £17,936,447 (2022: £17,475,519) are secured directly on the vehicles to which they relate.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
20
219,788
-
0
-
0
-
0
20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
291,568
-
0
-
0
-
0
Payable within one year
71,780
-
0
-
0
-
0
Payable after one year
219,788
-
0
-
0
-
0

One other loan amounting to £141,568 (2022: £Nil) bears interest at a rate of 3.5% above the Bank of England base rate and is due to be repaid by 30 April 2030.

 

The second other loan amounting to £150,000 (2022: £Nil) bears no interest and is due to be repaid by 31 October 2026.

 

SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
21
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
159,785
87,202
Other short term timing differences
(4,862)
(2,553)
154,923
84,649
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
84,649
-
Charge to profit or loss
71,691
-
Other
(1,417)
-
Liability at 31 December 2023
154,923
-
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
109,566
118,213

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.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
95
95
95
95
Ordinary A shares of 0.0001p each
3,925,000
3,925,000
4
4
3,925,095
3,925,095
99
99

Ordinary A shares carry no voting rights.

SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
24
Share premium account

The share premium reserve was created via the issue of the 4,250,000 £0.0001 ordinary A shares on 11 February 2019.

25
Capital redemption reserve

This reserve represents the nominal value of ordinary shares and ordinary "A" shares purchased by the company.

26
Profit and loss reserves

Retained earning represents cumulative profits/ losses made, net of dividends paid.

27
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
611,000
611,000
-
-
Between two and five years
2,444,000
2,444,000
-
-
In over five years
2,834,167
3,448,667
-
-
5,889,167
6,503,667
-
-
28
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of Solar PV
-
135,518
-
-
29
Related party transactions

The directors are considered to be key management personnel. Remuneration is disclosed in note 7 of the accounts.

 

During the year £141,847 (2022: £178,153) was paid to a company under common directorship for consultancy services. At the year end there was an outstanding balance totalling £12,550 (2022: £15,890) due to the group.

SHERWOODS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
30
Controlling party

The ultimate controlling party is S MacConachie by virtue of his majority share holding.

31
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Directors loan account
-
(13,876)
414,441
400,565
(13,876)
414,441
400,565
32
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
753,474
633,789
Adjustments for:
Taxation charged
254,909
170,303
Finance costs
490,634
266,616
Investment income
(3,369)
(5,699)
(Gain)/loss on disposal of tangible fixed assets
-
223
Amortisation and impairment of intangible assets
57,863
57,864
Depreciation and impairment of tangible fixed assets
236,890
203,718
Movements in working capital:
Increase in stocks
(1,638,684)
(3,529,798)
Decrease/(increase) in debtors
2,744,509
(4,381,685)
(Decrease)/increase in creditors
(1,444,057)
7,617,649
Cash generated from operations
1,452,169
1,032,980
33
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
1,347,671
173,701
1,521,372
Borrowings excluding overdrafts
-
(291,568)
(291,568)
1,347,671
(117,867)
1,229,804
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100A MacConachieS MacConachieC ElvidgeK 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