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Consolidated Financial Statements
Portview Specialists Holdings Limited
For the period ended 30 November 2023





































Registered number: NI700840

 
Portview Specialists Holdings Limited
 

Company Information


Directors
P Scullion (appointed 23 August 2023)
D Rutherford (appointed 23 August 2023)
J McMahon (appointed 23 August 2023)
P Lavery (appointed 23 August 2023)
W Lamont (appointed 23 August 2023)
M Hopps (appointed 23 August 2023)




Company secretary
Darragh Rutherford



Registered number
NI700840



Registered office
46 Florenceville Avenue

Belfast

Co.Antrim

BT7 3GZ




Independent auditor
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors

12 - 15 Donegall Square West

Belfast

BT1 6JH




Bankers
Danske Bank
2 South Parade

Belfast

BT7 2GR




Solicitors
Mills Selig
21 Arthur Street

Belfast

BT1 4GA





 
Portview Specialists Holdings Limited
 

Contents



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 7
Independent Auditor's Report
8 - 11
Consolidated Profit and Loss Account
12
Consolidated Statement of Comprehensive Income
13
Consolidated Balance Sheet
14
Company Balance Sheet
15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17
Notes to the Financial Statements
18 - 35


 
Portview Specialists Holdings Limited
 

Group Strategic Report
For the period ended 30 November 2023

Introduction
 
The directors present their report and the financial statements of the Company for the year ended 30 November 2023.

Business review
 
The Company was incorporated on 23 August 2023. As part of a Management Buy Out ("MBO"), on 29 August 2023, the Company purchased 100% shareholding of Portview Holdings Limited ("PHL"). As a result of this transaction, the previous majority shareholders in PHL sold their shareholdings. PHL has 100% of the shareholding in Portview Fit Out Limited. The financial results include the results for the Group from the date of acquisition.
Portview Specialist Holdings Limited (the “Group”) continues to deliver high quality projects which reflects the Group’s skill set, focusing on innovation and quality across all operations to deliver extraordinary spaces for our clients. We are pleased to report a strong trading performance for the year ending 30 November 2023. The results for the Group for 12 months and key performance indicators are set out below:  


2023
2022
£000's
£000's
Revenue
73,965
54,326
Gross profit
14,696
9,763
Gross margin
20%
18%
Operating profit
7,610
3,811
Operating margin
10%
7%
Cash at bank*
11,127
16,180

*There was a Management Buy Out during the year which reduced cash at bank. Cash generated from normal operations was positive.
Revenue increased by 36% to £74m (2022: £54m). Alongside significant revenue growth, the operating margin increased to 10% (2022: 7%), resulting in operating profit of £7.6m (2022: £3.8m). 
Going forward
The Group finished the year with a record high forward order book, and we have significant opportunities across a range of end markets, with both existing and new clients. 
Health and safety
We are fully committed to consistently achieving the highest health and safety performance to safeguard our employees, clients, sub-contractors, visitors, and any other persons that may be affected by our activities. This commitment extends to ensuring that our operations and activities do not place our employees, sub-contractors, and others at risk of harm, injury, and to be a positive contributor to well-being. The welfare of all individuals involved in our business is paramount and health and safety is central to all business activities.  This year, we achieved the milestone of over three million incident free hours under RIDDOR (Reporting of Injuries, Diseases and Dangerous Occurrences Regulations). 

 
Page 1

 
Portview Specialists Holdings Limited
 

Group Strategic Report (continued)
For the period ended 30 November 2023

Business review (continued)

Environmental, Social & Governance (“ESG”) 
During the year, we published our first annual ESG report and received a rating of BBB (superior) when assessed to the strict criteria of the Global Reporting Institute ESG framework, Comprehensive Reporting model.
 
ESG serves as a guiding principle that shapes our strategy, operations, and relationships. We recognise that our success is intertwined with the well-being of our people, our environment and society. By integrating sustainability into our business practices, we enhance brand reputation, attract, and retain high quality talent, and build strong relationships based on shared values. We are proud to be a purpose-driven organisation committed to doing the right thing for our employees, customers, and our communities. emphasis of impact it’s all about people and society, and how a business engages, interacts, and affects their stakeholders.
Equity, Diversity, and Inclusion Strategy
We are fully committed to achieving a more diverse representation across all levels of our workforce and to tracking our progress based on the results. We have set objectives for diversity strands where there is most notable under-representation but remain committed to tackling under-representation across all other areas such as age, gender identity and expression, faith and belief, and socio-economic background.
Payment Performance
Our supply chain is critical to the success of our business. Suppliers and subcontractors should always be treated fairly and paid within agreed terms. The Group continues to be a member of the Prompt Payment Code, which sets out clear payment performance targets that should be achieved. We have exceeded these targets and intends to maintain this standard going forward.  


Principal risks and uncertainties

The key business risks and uncertainties affecting the Group are economic conditions, health and safety, contractual risk, cyber security, and financial risks. The details on how these risks are mitigated are provided below:
Economic conditions
Our business continues to perform strongly and is well positioned to manage the various phases of the economic cycle.  We continue to use a prudent and flexible model to navigate any potential headwinds within the economic environment.
Health and safety
We maintain appropriate health and safety policies and procedures that comply with laws and regulations to safeguard our employees, clients, sub-contractors, visitors, and any other persons that may be affected by our activities. Inductions and training programs are used to reinforce our health and safety policies.
Contractual risk
Extensive due diligence is completed to mitigate the risk of mispricing contracts, management of change, and maintaining appropriate margin levels.
Cyber security
The Group places great importance on IT and cyber security. We have stringent IT policies and processes that are continually enhanced to mitigate the risk of a cyber-attack. The Group currently holds two accreditations relating to cyber security, ISO 27001:2013 – Information security, cybersecurity & privacy protection, and Cyber Essentials Plus.  

Page 2

 
Portview Specialists Holdings Limited
 

Group Strategic Report (continued)
For the period ended 30 November 2023

Principal risks and uncertainties (continued)

Financial risks
The main financial risks are credit risk, interest rate risk, and liquidity risk.
Credit risk:
The Group has an excellent client listing of many well-known public companies and the historical default rate has been insignificant. The company credit checks any potential clients before beginning work, continually monitors throughout a project, and agrees payment commensurate with the directors' view of the perceived risk.
Interest rate risk:
The Group exposure to interest rate fluctuations on its borrowings is managed through annual review of its borrowing requirements. The directors see the company's interest rate risk as minimal.
Liquidity risk:
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Short-term flexibility is achieved by overdraft facilities and a discrete invoice factoring facility.

Directors' statement of compliance with duty to promote the success of the Group
 
As part of the Director's role they seek to ensure that it is cognisant of the long-term impact of any decisions. To that end, the Director's periodically reviews the group’s Business Plan for the following year, including full year projections and funding requirements, as well as completing a review of business risks, both principal and emerging.
In that context, any matters presented to the Director's for approval need to align with the group’s strategy and Business Plan. 


This report was approved by the board on 21 June 2024 and signed on its behalf.



P Scullion
Director

Page 3

 
Portview Specialists Holdings Limited
 
 
Directors' Report
For the period ended 30 November 2023

The directors present their report and the financial statements for the period ended 30 November 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Principal activity

The principal activity of the company is that of an interior fit-out contractor.

Results and dividends

The profit for the period, after taxation, amounted to £4,785,064.

The directors have not recommended a dividend.

Page 4

 
Portview Specialists Holdings Limited
 

Directors' Report (continued)
For the period ended 30 November 2023


Directors

The directors who served during the period were:

P Scullion (appointed 23 August 2023)
D Rutherford (appointed 23 August 2023)
J McMahon (appointed 23 August 2023)
P Lavery (appointed 23 August 2023)
W Lamont (appointed 23 August 2023)
M Hopps (appointed 23 August 2023)

Future developments

The Group plans to continue its present activities and ongoing growth strategies.

Greenhouse gas emissions, energy consumption and energy efficiency action


2023
2023
2022
2022
tCO2e
kWh
tCO2e
kWh
Direct emissions
Combustion of oil and fuel for transport
60.55
324,980
59.23
321,536
Total - Scope 1
60.55
324,980
59.23
321,536
Indirect emissions (for own use)
Purchase of electricity
15.43
75,091
13.29
76,659
Total - Scope 2
15.43
75,091
13.29
76,659
Gross Emissions
75.98
-
72.53
-


2023
2022
Gross emissions
75.98
72.53
Headcount
139
130
Carbon Intensity
0.55
0.56

Page 5

 
Portview Specialists Holdings Limited
 

Directors' Report (continued)
For the period ended 30 November 2023



Greenhouse gas emissions, energy consumption and energy efficiency action (continued)

Intensity measurement
The directors have chosen the metric gross global scope 1 and 2 emissions in tonnes of CO2e per direct employee as this is a common business metric for their industry sector. The intensity measurement has decreased by 1.8% (YoY). 
Emissions target
Our target is a reduction in combined Scope 1 and Scope 2 carbon emissions of 30% by year 2030 relative to our 2018 baseline performance. We remain at status ‘net zero’ on carbon emissions following a carbon offsetting investment in 2020.
Methodologies used
The Group has followed the 2019 UK Government environmental reporting guidance. It has used the applicable, UK Government Conversion Factors for Company Reporting.

Matters covered in the Group Strategic Report

Under Schedule 7.1A if "Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008", the company has elected to disclose the following Directors' Report information in the Strategic Report:
 
Business review; and
Principal risks and uncertainties.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 6

 
Portview Specialists Holdings Limited
 

Directors' Report (continued)
For the period ended 30 November 2023


Auditor

The auditor, Grant Thornton (NI) LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 21 June 2024 and signed on its behalf.
 





P Scullion
Director

Page 7

 
 
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Independent Auditor's Report to the Members of Portview Specialists Holdings Limited
 

Opinion


We have audited the financial statements of Portview Specialists Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity for the financial period ended 30 November 2023, and the related 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 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, Portview Specialists Holdings Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 30 November 2023 and of the Group financial performance and cash flows for the financial period then ended; and


have been prepared in accordance with the requirements of the Companies Act 2006.



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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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.

 




Page 8

 
 
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Independent Auditor's Report to the Members of Portview Specialists Holdings Limited (continued)

Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon, including the Directors' Report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
the information given in the Directors' Report and the Strategic Report for the financial period for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' Report and the Strategic Report have been prepared in accordance with applicable legal requirements. 


Matters on which we are required to report by exception


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent Company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Page 9

 
 
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Independent Auditor's Report to the Members of Portview Specialists Holdings Limited (continued)


Responsibilities of management and those charged with governance for the financial statements
 



Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor 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 their 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 an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Explanation as to what extent 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Employment Law, Data Privacy Laws, Environmental Regulations and Health and Safety laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. 
 
Page 10

 
 
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Independent Auditor's Report to the Members of Portview Specialists Holdings Limited (continued)

We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.

In response to these principal risks, our audit procedures included but were not limited to:
 
inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
inspection of the company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made; 
gaining an understanding of the internal controls established to mitigate risk related to fraud; 
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; 
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
challenging assumptions and judgements made by management in their significant accounting estimates, including estimating contract accruals, the allowance for the impairment of receivables and recoverability of work in progress; and
review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities
 

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.



 
 
Louise Kelly (Senior Statutory Auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
Date: 21 June 2024
Page 11

 
Portview Specialists Holdings Limited
 

Consolidated Profit and Loss Account
For the period ended 30 November 2023

2023
Note
£

  

Turnover
 4 
25,577,848

Cost of sales
  
(19,876,754)

Gross profit
  
5,701,094

Administrative expenses
  
101,515

Operating profit
 5 
5,802,609

Interest receivable and similar income
 9 
53,403

Interest payable and similar expenses
 10 
(20,789)

Profit before tax
  
5,835,223

Tax on profit
 11 
(1,050,159)

Profit for the financial period
  
4,785,064

Profit for the period attributable to:
  

Owners of the parent
  
4,785,064

  
4,785,064

The notes on pages 18 to 35 form part of these financial statements.

Page 12

 
Portview Specialists Holdings Limited
 

Consolidated Statement of Comprehensive Income
For the period ended 30 November 2023

2023
Note
£


Profit for the financial period

  

4,785,064

Other comprehensive income
  

Total comprehensive income for the period
  
4,785,064

Profit for the period attributable to:
  


Owners of the parent Company
  
4,785,064

  
4,785,064

Total comprehensive income attributable to:
  


Owners of the parent Company
  
4,785,064

  
4,785,064

The notes on pages 18 to 35 form part of these financial statements.

Page 13

 
Portview Specialists Holdings Limited
Registered number:NI700840

Consolidated Balance Sheet
As at 30 November 2023

2023
Note
£

Fixed assets
  

Intangible assets
 12 
-

Tangible assets
 13 
908,732

  
908,732

Current assets
  

Debtors: amounts falling due after more than one year
 15 
1,012,645

Debtors: amounts falling due within one year
 15 
19,181,828

Cash at bank and in hand
 16 
11,126,756

  
31,321,229

Creditors: amounts falling due within one year
 17 
(22,100,603)

Net current assets
  
 
 
9,220,626

Total assets less current liabilities
  
10,129,358

Provisions for liabilities
  

Deferred taxation
 18 
(49,278)

  
 
 
(49,278)

Net assets
  
10,080,080


Capital and reserves
  

Called up share capital 
 19 
33,336

Share premium account
 20 
5,261,680

Profit and loss account
 20 
4,785,064

Equity attributable to owners of the parent Company
  
10,080,080

  
10,080,080


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 June 2024.




P Scullion
Director

The notes on pages 18 to 35 form part of these financial statements.

Page 14

 
Portview Specialists Holdings Limited
Registered number:NI700840

Company Balance Sheet
As at 30 November 2023

2023
Note
£

Fixed assets
  

Investments
 14 
19,295,016

  
19,295,016

Current assets
  

Debtors: amounts falling due within one year
 15 
2,000,000

  
2,000,000

Creditors: amounts falling due within one year
 17 
(2,000,000)

Net current assets
  
 
 
-

Total assets less current liabilities
  
19,295,016

  

  

Net assets
  
19,295,016


Capital and reserves
  

Called up share capital 
 19 
33,336

Share premium account
 20 
5,261,680

Profit for the period
  
14,000,000

Profit and loss account carried forward
  
14,000,000

  
19,295,016


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 June 2024.


P Scullion
Director

The notes on pages 18 to 35 form part of these financial statements.

Page 15

 
Portview Specialists Holdings Limited
 

Consolidated Statement of Changes in Equity
For the period ended 30 November 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£



Profit for the period
-
-
4,785,064
4,785,064

Shares issued during the period
33,336
5,261,680
-
5,295,016


At 30 November 2023
33,336
5,261,680
4,785,064
10,080,080

The notes on pages 18 to 35 form part of these financial statements.


Company Statement of Changes in Equity
For the period ended 30 November 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£



Profit for the period
-
-
14,000,000
14,000,000

Shares issued during the period
33,336
5,261,680
-
5,295,016


At 30 November 2023
33,336
5,261,680
14,000,000
19,295,016

The notes on pages 18 to 35 form part of these financial statements.

Page 16

 
Portview Specialists Holdings Limited
 

Consolidated Statement of Cash Flows
For the period ended 30 November 2023

2023
£

Cash flows from operating activities

Profit for the financial period
4,785,064

Adjustments for:

Amortisation of intangible assets
(1,059,252)

Depreciation of tangible assets
42,915

Interest paid
20,789

Interest received
(53,403)

Decrease in debtors
5,235,170

Increase in creditors
8,347,014

Net cash generated from operating activities

17,318,297


Cash flows from investing activities

Purchase of tangible fixed assets
(18,164)

Interest received
53,403

Acquisition of subsidiary, net of cash acquired
(6,205,991)

Net cash from investing activities

(6,170,752)

Cash flows from financing activities

Interest paid
(20,789)

Net cash used in financing activities
(20,789)

Net increase in cash and cash equivalents
11,126,756

Cash and cash equivalents at the end of period
11,126,756


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
11,126,756

11,126,756


The notes on pages 18 to 35 form part of these financial statements.

Page 17

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

1.


General information

Portview Specialist Holdings Limited is a company limited by shares and incorporated in Northern Ireland. The registered office is 46 Florenceville Avenue, Belfast BT7 3GZ. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The directors have assessed that the company has adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements. In coming to this conclusion, the directors have assessed the entity's current financing arrangements and liquid resources. For this reason, the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.

Page 18

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling 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 opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 19

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

  
2.7

Long-term contracts

The attributable profit on long term contracts is recognised once their outcome can be assessed with reasonable certainty. The profit recognised reflects the proportion of work completed to date on the project.
Long term contract work in progress is included in amounts recoverable on contracts. This is stated at measured value which includes retention and a proportion of profit after provision has been made for any foreseeable losses and the deduction of applicable payments to account.
Full provision is made for losses on all contracts in the year in which the loss is first foreseen.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model 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.

Page 21

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
straight line
Plant and machinery
-
20%
straight line
Computer equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 22

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 23

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)

 
2.19

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.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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, with 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Page 24

 
Portview Specialists Holdings Limited
 

Notes to the Financial Statements
For the period ended 30 November 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)


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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management makes a number of judgments, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. The following are significant management judgments in applying the accounting policies of the company that have the most significant effect on the financial statements.
Recoverability of of work in progress
Management considered the recoverability of the company's work in progress balance which is included in the balance sheet at 30 November 2023.  Management have reviewed the relevant costs incurred to date and expected costs for completion. Based on these reviews, the directors are satisfied with the recoverability of the work in progress balances at the balance sheet date.
Contract accruals
Management recognise contract accruals based on their best estimate of costs incurred to date.  All contracts are reviewed on an individual basis and the estimates are based on management's professional judgement.

Page 25

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

4.


Turnover

The whole of the turnover is attributable to the delivery of interior fit out contracts. 

Analysis of turnover by country of destination:

2023
£

United Kingdom
25,393,049

Rest of Europe
184,799

25,577,848



5.


Operating profit

The operating profit is stated after charging:

2023
£

Depreciation of tangible fixed assets
42,918

Amortisation of intangible fixed assets
(1,059,252)

Exchange differences
(9,260)

Fees payable to the Group's auditor and its associated for the audit of the
Company's annual financial statements
6,000

Tax compliance fees
750

Defined benefit contribution pension cost
281,721


6.


Auditor's remuneration

During the period, the Group obtained the following services from the Company's auditor and its associates:


2023
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
6,000

Fees payable to the Company's auditor and its associates in respect of:

Taxation compliance services
750

Page 26

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

7.


Employees

Staff costs were as follows:


Group
2023
£


Wages and salaries
2,368,050

Social security costs
269,850

Cost of defined contribution scheme
281,721

2,919,621


The average monthly number of employees, including the directors, during the period was as follows:


        2023
            No.






Production staff
7



Administrative staff
19



Management staff
7



Directors
2

35

The Company has no employees other than the directors, who did not receive any remuneration.

8.


Directors' remuneration

2023
£

Directors' emoluments
280,982

Group contributions to defined contribution pension schemes
128,659

409,641


During the period retirement benefits were accruing to 4 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £47,236.

Page 27

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

9.


Interest receivable

2023
£


Other interest receivable
53,403

53,403


10.


Interest payable and similar expenses

2023
£


Bank interest payable
20,789

20,789


11.


Taxation


2023
£

Corporation tax


Current tax on profits for the year
1,064,079


Total current tax
1,064,079

Deferred tax


Origination and reversal of timing differences
(14,958)

Adjustments in respect of previous periods
1,038

Total deferred tax
(13,920)


Tax on profit
1,050,159
Page 28

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 23.01%. The differences are explained below:

2023
£


Profit on ordinary activities before tax
5,835,223


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.01%
1,342,685

Effects of:


Expenses not deductible for tax purposes
(49,623)

Adjustments to tax charge in respect of prior periods - deferred tax
279

Non-taxable income
(243,734)

Fixed asset differences
850

Remeasurement of deferred tax
(298)

Total tax charge for the period
1,050,159


Factors that may affect future tax charges

The standard rate of UK Corporation Tax is to remain at 19% until 31 March 2023. The Finance Act 2021, now substantively enacted, states that this rate is to be increased from 19% to 25% from 1 April 2023 for companies generating taxable profits of more than £250,000. The current 19% tax rate will continue to apply to ‘small’ companies with profits less than £50,000, with a ‘taper relief rate’ for those companies with profits between the new thresholds. These proposed changes have been reflected in these financial statements and deferred tax assets and liabilities have been recognised at using the tax rates applicable for the date the assets and liabilities are expected to reverse.

Page 29

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

12.


Intangible assets

Group




Negative goodwill

£





Additions
(1,059,252)



At 30 November 2023

(1,059,252)





Charge for the period on owned assets
(1,059,252)



At 30 November 2023

(1,059,252)



Net book value



At 30 November 2023
-

On 29 August 2023, the Company purchased 100% of the share capital of Portview Holdings Limited for a consideration of £19,261,680.




13.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Computer equipment
Total

£
£
£
£



Cost or valuation


Additions
-
-
18,164
18,164


Acquisition of subsidiary
619,039
109,884
204,560
933,483



At 30 November 2023

619,039
109,884
222,724
951,647



Depreciation


Charge for the period on owned assets
3,444
6,924
32,547
42,915



At 30 November 2023

3,444
6,924
32,547
42,915



Net book value



At 30 November 2023
615,595
102,960
190,177
908,732

Page 30

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
19,295,016



At 30 November 2023
19,295,016





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Portview Holdings Limited
46 Florenceville Avenue,Belfast, BT7 3GZ
Ordinary
100%
Portview Fit-out Limited*
46 Florenceville Avenue,Belfast, BT7 3GZ
Ordinary
100%

*Held indirectly

Page 31

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

15.


Debtors

Group
Company
2023
2023
£
£

Due after more than one year

Directors current accounts
1,012,645
-

1,012,645
-


Group
Company
2023
2023
£
£

Due within one year

Trade debtors
1,169,359
-

Amounts owed by group undertakings
-
2,000,000

Other debtors
1,599,142
-

Prepayments and accrued income
632,807
-

Amounts recoverable on long-term contracts
15,780,520
-

19,181,828
2,000,000


Other debtors contain corporation tax recoverable of £231,195 and directors' loans of £13,675.


16.


Cash and cash equivalents

Group
2023
£

Cash at bank and in hand
11,126,756

11,126,756



17.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£
£

Trade creditors
1,460,517
-

Corporation tax
1,872,079
-

Other taxation and social security
3,020,852
-

Other creditors
3,104,163
2,000,000

Accruals and deferred income
12,642,992
-

22,100,603
2,000,000


Page 32

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

18.


Deferred taxation


Group



2023


£






Arising on business combinations
(49,278)



At end of year
(49,278)

Group
2023
£

Accelerated capital allowances
(49,278)

(49,278)


19.


Share capital

2023
£
Allotted, called up and fully paid


33,336 (2022 - Nil) Ordinary A shares of £1.00 each
33,336


On 23rd August 2023 there was one share released on incorporation. The remainder 33,335 shares were allotted and paid on 29 August 2023. 


20.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

Includes any redemption of share capital.

Page 33

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

21.
 

Business combinations

On 29 August 2023, as part of an MBO, Portview Specialist Holdings Limited, purchased 100% of the shares in Portview Holdings Limited (“PHL”). As a result of this transaction, the previous majority shareholders in PHL sold their shareholdings. PHL has 100% of the shareholding in Portview Fit Out Limited. 

Acquisition of Portview Holdings Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible fixed assets
933,487
933,487

933,487
933,487

Current Assets

Debtors
24,145,178
24,145,178

Cash at bank and in hand
5,794,009
5,794,009

Total Assets
30,872,674
30,872,674

Creditors

Due within one year
(10,488,544)
(10,488,544)

Deferred taxation
(63,198)
(63,198)

Total Identifiable net assets
20,320,932
20,320,932


Goodwill
(1,059,252)

Total purchase consideration
19,261,680

Consideration

£


Cash
12,000,000

Contingent consideration
2,000,000

Shares
5,261,680

Total purchase consideration
19,261,680

Page 34

 
Portview Specialists Holdings Limited
 
 
Notes to the Financial Statements
For the period ended 30 November 2023

21.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
12,000,000

12,000,000

Less: Cash and cash equivalents acquired
(5,794,009)

Net cash outflow on acquisition
6,205,991

The results of Portview Holdings Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
25,577,848

Profit for the period since acquisition
3,725,812


22.


Contingent liabilities

In 2019, the Group recorded £2.97m in respect of a Research and Development claim for 2017 and 2018 and this was subsequently received in 2020. The claim is currently under review by HMRC. However the Directors are of the opinion that no tax liability will arise from the review.


23.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £1,126,885 (2022: £550,495). Contributions totalling £49,670 (2022: £49,670) were payable to the fund at the balance sheet date.


24.


Related party transactions

The Company and Group have availed of the exemption under FRS 102, section 33 Related Party Disclosures paragraph 33.7, from disclosing transactions with group companies.
Key management personnel remuneration is the directors remuneration.


25.


Controlling party

The Company is under the control of P. Scullion, M. Hopps, W . Lamont and J McMahon by virtue of their shareholding.

Page 35