Company registration number 06732888 (England and Wales)
MAGROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MAGROUP LIMITED
COMPANY INFORMATION
Directors
P Hayman
T Owen
J Estebanez
J Bush
Secretary
T Owen
Company number
06732888
Registered office
Ground Floor
66 High Street
Aylesbury
HP20 1SE
Auditor
UHY Hacker Young
14 Park Row
Nottingham
NG1 6GR
Business address
Ground Floor
66 High Street
Aylesbury
HP20 1SE
Bankers
Barclays Commercial
Trading Estate
Hamilton Road
Slough
SL1 4RP
Solicitors
Austin Moore & Partners LLP
7 The Ropewalk
Nottingham
NG1 5DU
MAGROUP LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 33
MAGROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

MAGroup Limited

Fair review of the business

The results for 2023 report earnings before interest, tax, depreciation and amortisation (EBITDA) exceeding £2.2m, a record result for the group. The 2023 results include the first full year of post-acquisition trading of Revival Blue and the directors of MA Group are delighted with the performance of this business. The results also reflect a significant return on the shareholders’ investments in digital solutions, automation, staff and supplier training and operations.

We have continued to develop and promote MA Group Property Claims, our end-to-end property claims management service incorporating Virtus Validations, Revival and MA Assist. We have successfully integrated the two Revival businesses into one UK-wide network, moving away from the franchise model to a license model, and we continue to expand capacity through the recruitment of new licensees.

Our “better way” strategy continues as we invest in capacity and surge capabilities across all our networks and we continue to invest in new technologies and AI, such as TREVOR and Scoper. We are demonstrating significant time and cost savings for clients whilst also delivering an industry-leading service for their customers – NPS remains consistently high at 70+. We have extended our integration with client systems, and we are delivering increasingly insightful data analysis and constructive feedback for our clients and our suppliers.

The property claims industry faces significant challenges - consolidation in the industry continues, insurers are cash settling more claims, extreme weather events are becoming more common and customers’ expectations continue to increase. The directors of MA Group are committed to ensuring that the business is well placed to deal with these challenges through investment, diversification and acquisitions.

NHCC continues to grow and acquire new clients in the new house building market. The New Homes Ombudsman is now imposing the new regulations which is creating more demand for NHCC’s services. In 2024 NHCC is expanding its range of services to include Technical, Large and Complex claims and surface engineered repairs.

 

Key performance indicators

Consolidated turnover increased to £40.6m from £18.5m as the transition from the fee and franchise models to the gross revenue model matures. Total billings for MA Group Property Claims increased by 13% from £39.2m in 2022 to £45.0m in 2023.

The gross margin fell because of the change in models, but operating profit increased by £0.8m, or 80%, as a result of the Revival Blue acquisition and the change in models.

MAGROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
MAAssist Limited

Fair review of the business

Trading since 1996, MA Assist is one of the UK’s leading property claims managers and is the heart of the MA Group Property Claims proposition. With a building repair network that repairs damaged properties all over the UK, MA Assist delivers an integrated property claims service with customer focus and understanding at the heart of everything we do. The company continues to be cash generative, enabling the group to invest in digital and IT projects, systems, people and acquisitions so we can widen our products and services to new and existing clients.

Key performance indicators

The gross revenue model has delivered significantly higher revenues and profitability in 2023 - turnover more than doubled to £27.7m and operating profit increased by 72% to £1.3m.

The value of billings to clients was slightly up on 2022 at £30.0m. Gross margin fell to 16.5% from 25% in 2022 as a result of the change in business model, but operating profit increased to £1.3m.

The outlook for MA Assist remains positive, but challenging, as insurers increasingly cash settle claims, and the construction industry continues to struggle with capacity. The directors expect billings and profitability be maintained in 2024.

 

The Revival Company (UK) Ltd

Fair review of the business

The Revival Company (UK) Ltd, the master franchisor for our high-net-worth fire and flood restoration network, was acquired in 2019 and MA Group has invested heavily in this business to modernise it and transition it away from the franchise model to a license model.

The two Revival businesses have been merged into one UK-wide licensed network, so all new claims from July 2023 are going through Revival Blue Limited. As a result, trading in The Revival Company (UK) Ltd is being wound down.

Key performance indicators

Revenues fell by 17% as the transitioning of the Revival business model from a franchise model to a license model through Revival Blue Limited began in July 2023. From July 2023 all new fire and flood restoration claims have been managed through Revival Blue Limited.

MAGROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Revival Blue Limited

Fair review of the business

Revival Blue Limited, a fire and flood restoration company, was acquired in October 2022 so 2023 is the first full year of trading as part of MA Group. The integration of the two Revival networks is bringing increased revenues to the group as the combined operation provides a nationwide service for high-net-worth and lower value claims through a flexible, license model. This new model creates more and flexible capacity and delivers consistent performance across the branches by allowing better performance management and incentives than the franchise model.

Key performance indicators

Revival Blue has been transformed from a loss-making business pre-acquisition to a profitable and agile business as part of MA Group Property Claims. Turnover increased to £8.9m (2022 pro-rated £6.3m) and operating profit increased to £632k (2022 pro-rated £36k) because of the transfer of business from The Revival Company (UK) Limited and increasing volumes from existing clients. It was pleasing to see the business become cash generative less than six months after the acquisition.

 

Virtus Validations Limited

Fair review of the business

Virtus Validations is an independent surveying and validation business. 2023 did not see the number of storms that 2022 did, but the business performed well. Revenue fell but operating profit increased from £53k in 2022 to £145k in 2023 thanks to our investments in automation and efficiencies. The investment in automation and efficiencies really paid off towards the end of 2023 and into early 2024 as a series of large storms hit the UK and Virtus Validation’s service excelled during the surge.

Key performance indicators

Revenues fell by 14.9% to £899k but gross margins increased from 50% in 2022 to 56% in 2023. Operating profit increased from £53k in 2022 to £145k in 2023 thanks to investments in automation and systems efficiencies.

 

New Homes Customer Care Limited

Fair review of the business

New Homes Customer Care (NHCC) provides after care services to new house builders for new home warranties provided to new homeowners. NHCC continues to make significant inroads into the customer care and defect repairs market and in 2024 is widening its services to include Technical, Large and Complex repairs and surface engineered repairs. By the end of 2023 it was contracted to deliver £5.5m of customer care services, and this continues to grow in 2024 as the New Homes Ombudsman becomes more active and starts to enforce the new regulations.

Key performance indicators

Revenues fell by 20% as the business reduced the volume of repairs outside of customer care contracts to focus on attracting new customer care contracts and higher value Technical, Large and Complex repairs. Gross margin increased from 45% in 2022 to 48% in 2023 as the business re-focussed in higher margin work and customer care services.

MAGROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
REPC Solutions Limited

Fair review of the business

REPC Solutions Ltd owns the Cumbria and North East Revival license. REPC has provided significant support for the investment initiatives and projects for the wider Revival network by testing new innovations such as TREVOR and Scoper and providing technical support and advice.

Key performance indicators

The results for 2023 show an increase in revenues of 50% and a strong gross margin of 32% (35% in 2022).

 

Innoflex Systems Limited

Fair review of the business

Innoflex provides Reflex 360 software and related IT services to the group and owns the mobile surveying app, Scoper. The business was profitable in 2023 and will continue to be profitable in 2024.

Key performance indicators

Revenues increased in 2023 to £102k as Innoflex provided IT services and software to Revival Blue for the first time and provided extra support for Scoper developments.

 

MAG Home Claims Services Limited

Fair review of the business

MAG Home Claims Services Limited, formerly Hastings Home Claims Services Limited, was a joint venture until September 2023 when the joint venture operations were sold to Hastings Direct and MA Group bought the remaining shares in the company from the joint venture partners. Other operating income reflect the write off of the loan made to the company to fund the joint venture operations. The company has now ceased to trade and will become dormant.

On behalf of the board

P Hayman
Director
2 September 2024
MAGROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors present their report and financial statements for the year ended 31 December 2023.
Principal activities

The principal activity of the group continued to be that of the management of building insurance claims on behalf of insurance companies and other related building and repairs work. The group also develop and provide software systems.

 

These accounts consolidate the financial statements of MAGroup Limited, MAAssist Limited, Cipher UK Property Limited, New Homes Customer Care Limited, Virtus Validations Limited, Innoflex Systems Limited, Revival Group Limited, REPC Solutions Ltd, The Revival Company (UK) Ltd, Revival Commercial Limited, The Revival Company (Oxford) Limited, The Revival Company (Gloucester) Ltd, from 1 November 2022 Revival Blue Limited and from 12 September 2023 MAG Home Claims Services Limited.

Results and dividends

The results for the year are set out on page 11.

During the year interim dividends were paid amounting to £452,127 (2022: £396,464). The directors do not recommend payment of any final dividends.

Directors

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

P Hayman
T Owen
J Estebanez
J Bush
Auditor
In accordance with the company's articles, a resolution proposing that UHY Hacker Young be reappointed as auditors of the company will be put at a General Meeting.
MAGROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

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

On behalf of the board
P Hayman
Director
2 September 2024
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAGROUP LIMITED
- 7 -
Opinion

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

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

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

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:

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.

INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAGROUP LIMITED
- 9 -
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.

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

 

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.

 

Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which noncompliance 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 the Companies Act 2006. 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 inflated revenue and profit.

 

Audit procedures performed included;

 

There are inherent limitations in the audit procedures described above and the further removed noncompliance 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 for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAGROUP LIMITED
- 10 -

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.

James Simmonds (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
2 September 2024
Chartered Accountants
Statutory Auditor
MAGROUP LIMITED
CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
40,587,961
18,485,077
Cost of sales
(31,907,023)
(12,595,649)
Gross profit
8,680,938
5,889,428
Administrative expenses
(6,782,529)
(4,844,750)
Operating profit
4
1,898,409
1,044,678
Share of results of associates and joint ventures
309,391
(101,991)
Interest receivable and similar income
4
15
Interest payable and similar expenses
8
(93,177)
(31,524)
Profit before taxation
2,114,627
911,178
Taxation
9
821,451
(252,716)
Profit for the financial year
2,936,078
658,462
Total comprehensive income for the year
2,936,078
658,462
Profit for the financial year is attributable to:
- Owners of the parent company
2,912,645
615,923
- Non-controlling interests
23,433
42,539
2,936,078
658,462
Total comprehensive income for the year is attributable to:
- Owners of the parent company
2,912,645
615,923
- Non-controlling interests
23,433
42,539
2,936,078
658,462

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MAGROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
2,632,725
2,958,168
Other intangible assets
11
13,500
18,000
Total intangible assets
2,646,225
2,976,168
Tangible assets
12
46,108
86,445
Investments
13
-
0
50
2,692,333
3,062,663
Current assets
Debtors
15
5,969,544
5,170,737
Cash at bank and in hand
4,014,626
2,169,722
9,984,170
7,340,459
Creditors: amounts falling due within one year
16
(8,926,322)
(8,596,160)
Net current assets/(liabilities)
1,057,848
(1,255,701)
Total assets less current liabilities
3,750,181
1,806,962
Creditors: amounts falling due after more than one year
17
(352,214)
(577,555)
Provisions for liabilities
19
-
(309,391)
Net assets
3,397,967
920,016
Capital and reserves
Called up share capital
22
960
960
Share premium account
14,940
14,940
Capital redemption reserve
701
701
Profit and loss reserves
3,333,003
878,485
Equity attributable to owners of the parent company
3,349,604
895,086
Non-controlling interests
48,363
24,930
3,397,967
920,016
MAGROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 13 -
The financial statements were approved by the board of directors and authorised for issue on
2 September 2024
2024-09-02
and are signed on its behalf by:
P Hayman
T Owen
Director
Director
MAGROUP LIMITED
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
1,874,764
1,874,714
Current assets
Debtors
15
1,444,776
1,439,054
Cash at bank and in hand
539,369
42,723
1,984,145
1,481,777
Creditors: amounts falling due within one year
16
(2,026,844)
(1,832,504)
Net current liabilities
(42,699)
(350,727)
Net assets
1,832,065
1,523,987
Capital and reserves
Called up share capital
22
960
960
Share premium account
14,940
14,940
Capital redemption reserve
701
701
Profit and loss reserves
1,815,464
1,507,386
Total equity
1,832,065
1,523,987

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 £760,205 (2022 - £510,599 profit).

The financial statements were approved by the board of directors and authorised for issue on
2 September 2024
2024-09-02
and are signed on its behalf by:
P Hayman
T Owen
Director
Director
Company registration number 06732888 (England and Wales)
MAGROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 January 2022
960
14,940
701
659,026
675,627
(17,609)
658,018
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
615,923
615,923
42,539
658,462
Dividends
10
-
-
-
(396,464)
(396,464)
-
(396,464)
Balance at 31 December 2022
960
14,940
701
878,485
895,086
24,930
920,016
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
2,906,645
2,906,645
23,433
2,936,078
Dividends
10
-
-
-
(452,127)
(452,127)
-
(452,127)
Balance at 31 December 2023
960
14,940
701
3,333,003
3,349,604
48,363
3,397,967
MAGROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
960
14,940
701
1,393,251
1,409,852
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
510,599
510,599
Dividends
10
-
-
-
(396,464)
(396,464)
Balance at 31 December 2022
960
14,940
701
1,507,386
1,523,987
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
760,205
760,205
Dividends
10
-
-
-
(452,127)
(452,127)
Balance at 31 December 2023
960
14,940
701
1,815,464
1,832,065
MAGROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
2,617,140
1,853,107
Interest paid
(93,177)
(31,524)
Income taxes refunded/(paid)
2,719
(275,063)
Net cash inflow from operating activities
2,526,682
1,546,520
Investing activities
Purchase of business
(50)
(866,308)
Purchase of tangible fixed assets
(28,763)
(10,854)
Proceeds from disposal of tangible fixed assets
4,118
(196)
Proceeds from disposal of joint ventures
-
(50)
Investment income
4
15
Net cash used in investing activities
(24,691)
(877,393)
Financing activities
Movement on bank loans
(204,960)
(79,912)
Dividends paid to equity shareholders
(452,127)
(396,464)
Net cash used in financing activities
(657,087)
(476,376)
Net increase in cash and cash equivalents
1,844,904
192,751
Cash and cash equivalents at beginning of year
2,169,722
1,976,971
Cash and cash equivalents at end of year
4,014,626
2,169,722
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
1
Accounting policies
Company information

MAGroup Limited (“the Company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 66 High Street, Aylesbury, HP20 1SE.

 

The Group consists of MAGroup Limited and its subsidiaries as set out in note 15.

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 on the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated financial statements incorporate those of MAGroup Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 31 December 2023.

 

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.

 

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.

 

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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures.

Investments in joint ventures are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. Where the joint venture has net liabilities, the group's share of the net liabilities of the entity is shown as a provision for liabilities as the group is liable for it's share of the losses.

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.3
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.

1.4
Turnover

Turnover represents amounts receivable for services delivered to the property insurance and house building industries. Turnover is exclusive of Value Added Tax.

 

The group manages property insurance claims, acting as an agent between insurance companies (and their intermediaries) and suppliers or as the principal contractor, depending on the commercial agreement with the client. MA Group raises invoices to the insurance client or policy holder on behalf of the suppliers and collects payment. MA Group pays the suppliers for works carried out to agreed payment terms regardless of whether the insurer has paid MA Assist. Management fees are invoiced to and received directly from the insurance companies. Accordingly turnover represents management fees for claims handling services and gross revenues for repair services relating to insurance claims. Invoices are raised upon fulfilment of instructions but profits are accrued equally over three months for normal jobs and over an appropriate longer period for profits on surge work resulting from natural disasters.

 

Franchise fees receivable are recognised at the rates set out in the franchise agreements for restoration works completed and invoiced by the franchisees within the accounting period.

 

Turnover also includes fees receivable for customer care services, recognised over the life of the relevant warranty period, and amounts receivable for the provision of defects and repairs services. Income from repairs services is recognised in accordance with the level of completion of works and costs incurred.

1.5
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 3 - 10 years.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Software
10 years straight line
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
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:

Leasehold land and buildings
20% - 33% per annum straight line
Plant and machinery
15% - 33% per annum straight line
Fixtures, fittings & equipment
20% - 33% per annum straight line
Computer equipment
33% per annum straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

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

 

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

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

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.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price.

1.11
Taxation

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

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Current tax

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

Deferred tax

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

 

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

1.12
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.13
Employee benefits

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

 

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

 

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

1.14
Retirement benefits

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

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to expenditure 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 lease 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.

Repair works - Accrued Income

Accrued income is recognised at 100% of the amounts receivable on work completed prior to the year end but not invoiced. As such, this relies on the judgement of whether a job is complete or not.

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.

Commissions receivable for services rendered

Commissions are accrued equally over three months for normal jobs. Commission on surge work resulting from natural disasters are accrued over an appropriate longer period. In both cases the period of accrual represents an estimate of the time taken to complete and sign off a job. The estimates are based on experience over a number of years of operations.

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Property repairs and restoration
38,518,470
16,393,031
Claims handling and customer care fees
1,445,449
1,333,410
Franchise commissions
624,042
758,636
40,587,961
18,485,077
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
40,587,961
18,485,077
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
61,842
68,669
Loss on disposal of tangible fixed assets
(5,926)
4,913
Amortisation of intangible assets
329,943
113,344
Operating lease charges
33,752
31,350
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
7,770
5,940
Audit of the financial statements of the company's subsidiaries
67,835
57,640
75,605
63,580
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
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
Directors
4
5
4
4
Finance and exec
10
10
9
9
Sales & network management
12
12
2
2
Operations
69
67
6
6
95
94
21
21

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,415,974
3,329,718
960,347
725,463
Social security costs
335,905
250,488
97,257
70,089
Pension costs
119,485
70,861
45,899
18,855
4,871,364
3,651,067
1,103,503
814,407
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
125,340
125,340
Company pension contributions to defined contribution schemes
28,025
26,000
153,365
151,340
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022: 4).
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
93,177
31,524
9
Taxation
2023
2022
£
£
Adjustments in respect of prior periods
(2,719)
-
0
Deferred tax
Origination and reversal of timing differences
(818,732)
252,716
Total tax charge
(821,451)
252,716

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
2,114,627
911,178
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
497,360
173,124
Tax effect of expenses that are not deductible in determining taxable profit
13,701
-
0
Adjustments in respect of prior years
10,308
-
0
Other non-reversing timing differences
(1,097)
-
0
Other permanent differences
4,365
8,229
Deferred tax adjustments
(1,346,088)
71,363
Tax expense for the year
(821,451)
252,716

Included within the above deferred tax credit is the recognition of a deferred tax asset for a subsidiary, Revival Blue Ltd. This is recognised in the current year due to the subsidiary achieving profitability that allows the tax losses within the subsidiary being utilised against trading and taxable profits. As such, a deferred tax asset of £911,936 has been recognised in both the financial statements of Revival Blue Ltd and the group as a whole.

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
10
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Interim paid
452,127
396,464
11
Intangible fixed assets
Group
Consolidated goodwill
Software
Total
£
£
£
Cost
At 1 January 2023 and 31 December 2023
3,402,092
45,000
3,447,092
Amortisation and impairment
At 1 January 2023
443,924
27,000
470,924
Amortisation charged for the year
325,443
4,500
329,943
At 31 December 2023
769,367
31,500
800,867
Carrying amount
At 31 December 2023
2,632,725
13,500
2,646,225
At 31 December 2022
2,958,168
18,000
2,976,168
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
12
Tangible fixed assets
Group
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2023
361,538
55,879
139,489
556,906
Additions
-
12,117
2,733
14,850
Transfers
-
0
-
11,053
11,053
At 31 December 2023
361,538
67,996
153,275
582,809
Depreciation and impairment
At 1 January 2023
343,590
24,500
102,371
470,461
Depreciation charged in the year
6,084
12,135
42,736
61,842
Transfers
-
0
-
4,398
4,398
At 31 December 2023
349,674
36,635
149,505
535,814
Carrying amount
At 31 December 2023
11,864
31,361
3,770
46,108
At 31 December 2022
17,948
31,379
37,118
86,445
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1,874,764
1,874,664
Investments in joint ventures
-
0
50
-
0
50
-
0
50
1,874,764
1,874,714
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
14
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
New Homes Customer Care Limited
England & Wales
Customer care and defect repairs
Ordinary
0
80.00
Innoflex Systems Ltd
England & Wales
Software system developers and providers
Ordinary
0
100.00
MAAssist Limited
England & Wales
Management of building insurance claims
Ordinary
100.00
-
Cipher UK Property Limited
England & Wales
Dormant
Ordinary
100.00
-
Virtus Validations Ltd
England & Wales
Independent building validation solutions providers
Ordinary
100.00
-
Revival Group Limited
England & Wales
Dormant
Ordinary
100.00
-
REPC Solutions Limited
England & Wales
Disaster recovery
Ordinary
0
100.00
The Revival Company (UK) Limited
England & Wales
Disaster recovery franchisor
Ordinary
0
100.00
The Revival Company (Gloucester) Limited
England & Wales
Dormant
Ordinary
0
100.00
The Revival Company (Oxford) Ltd
England & Wales
Dormant
Ordinary
0
100.00
Revival Commercial Limited
England & Wales
Dormant
Ordinary
0
100.00
Revival Blue Limited
England & Wales
Fire & flood property restoration
Ordinary
0
100.00
MAG Home Claims Services Limited
England & Wales
Property contents insurance claims solutions
Ordinary
100.00
-
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,503,735
2,821,061
-
0
-
0
Corporation tax recoverable
3,475
3,475
-
0
-
0
Amounts owed by group undertakings
-
-
1,384,299
1,371,875
Other debtors
238,208
99,108
-
0
-
0
Prepayments and accrued income
1,704,203
1,545,902
29,198
44,841
4,449,621
4,469,546
1,413,497
1,416,716
Deferred tax asset (note 20)
676,867
175,448
9,384
-
0
5,126,488
4,644,994
1,422,881
1,416,716
Amounts falling due after more than one year:
Deferred tax asset (note 20)
843,056
525,743
21,895
22,338
Total debtors
5,969,544
5,170,737
1,444,776
1,439,054
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
18
215,205
195,376
-
0
-
0
Trade creditors
6,284,932
6,604,572
10,234
14,408
Amounts due to group undertakings
-
0
-
0
1,890,928
1,742,634
Other taxation and social security
1,545,851
947,403
30,889
24,654
Other creditors
92,378
197,412
-
0
-
0
Accruals and deferred income
787,956
651,397
94,793
50,808
8,926,322
8,596,160
2,026,844
1,832,504
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
18
352,214
577,555
-
0
-
0
18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
567,419
772,931
-
0
-
0
Payable within one year
215,205
195,376
-
0
-
0
Payable after one year
352,214
577,555
-
0
-
0

Loans are secured against the assets of the company and a cross guarantee with other group companies.

19
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Share of joint venture losses
-
309,391
-
-
Movements on provisions:
Group
£
At 1 January 2023
309,391
Write-off of provision in year
(309,391)
At 31 December 2023
-
MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
20
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Assets
Assets
2023
2022
Group
£
£
Accelerated capital allowances
202,616
(12,967)
Tax losses
1,315,271
712,364
Short term timing differences
2,036
1,794
1,519,923
701,191
Assets
Assets
2023
2022
Company
£
£
Tax losses
31,279
22,338
Group
2023
Movements in the year:
£
Asset at 1 January 2023
(701,191)
Credit to profit and loss
(818,732)
Asset at 31 December 2023
(1,519,923)

The timing of the reversal of deferred tax assets will be dependent upon the amount of future profits.

21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit and loss in respect of defined contribution schemes
119,485
70,861

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.

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
22
Share capital
Group and company
2023
2022
Ordinary share capital
£
£
Issued and fully paid
800 ordinary A shares of £1 each
800
800
100 ordinary C shares of £1 each
100
100
60 ordinary D shares of £1 each
60
60
960
960

All classes of ordinary shares rank pari-passu.

23
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
214,476
217,157
16,538
9,021
Between two and five years
67,322
8,269
-
8,269
281,798
225,426
8,269
17,290
24
Acquisition of a business

Hastings Home Claims Services Limited was a joint venture in which MA Group had an interest. On 11th September 2023 Hastings Home Claims Services Limited sold the joint venture operations to Hastings Direct and MA Group acquired the remaining shares in Hastings Home Claims Services Limited, amounting to 50 percent at nominal value £51.

 

On 12th September 2023, Hastings Home Claims Services Limited was renamed to MAG Home Claims Services Limited.

25
Events after the reporting date

There was no reportable subsequent events to the date of the report.

MAGROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
26
Controlling party

The company is controlled by the director, P Hayman.

 

27
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
2,936,078
658,462
Adjustments for:
Share of results of associates and joint ventures
(309,391)
101,991
Taxation (credited)/charged
(821,451)
252,716
Finance costs
93,177
31,524
Investment income
(4)
(15)
(Gain)/loss on disposal of tangible fixed assets
(5,926)
4,913
Amortisation and impairment of intangible assets
329,943
113,344
Depreciation and impairment of tangible fixed assets
61,842
66,669
Joint venture dissolution non-cash movement
312,005
-
(Decrease)/increase in provisions
(309,391)
51,985
Movements in working capital:
Decrease/(increase) in debtors
19,925
(34,838)
Increase in creditors
310,333
606,356
Cash generated from operations
2,617,140
1,853,107
28
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
2,169,722
1,844,904
4,014,626
Borrowings excluding overdrafts
(772,931)
205,512
(567,419)
1,396,791
2,050,416
3,447,207
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210P HaymanJ EstebanezJ BushJ BushMrs T OwenJ G EstebanezT 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