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Registration number: 08085410

ETL Holdings (UK) Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

ETL Holdings (UK) Ltd

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Profit and Loss Account

10

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Statement of Cash Flows

17

Notes to the Financial Statements

18 to 43

 

ETL Holdings (UK) Ltd

Company Information

Directors

Mrs S Brassington

Dr C Gorny

Mrs R D C Martinez-Borrell

Registered office

1 Pavilion Square
Cricketers Way
Westhoughton
Bolton
BL5 3AJ

Auditors

SCCA Ltd
3 The Studios
320 Chorley Old Road
Bolton
Lancashire
BL1 4JU

 

ETL Holdings (UK) Ltd

Strategic Report for the Year Ended 31 December 2023

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

Principal activity

The principal activity of the group is accountancy, audit, tax and legal services.

Fair review of the business

During the year ended 31 December 2023 the company acquired the minority shareholdings in a number of firms - RWP LLP and Kingscott Dix Limited which can be seen in the Investments note in the financial statements.

The financial year ending 31 December 2023 showed an increase in the income of the group's Subsidiaries, this was expected due to the improving trading conditions during the year. The groups investment income from Associates continued to grow, supported by the acquisitions mentioned previously during 2023. This overall growth was in line with the Directors' initial expectations during 2023. The strategy of the group remains the same as the group will look to increase its investments in Associates and Subsidiaries, whilst investing in the long-term growth of its holdings.

This growth is expected to increase further moving forward as the company continues to look to invest and increase its ownership or shareholdings further in future years.

The directors are happy with the company’s performance overall and are confident in its ability to grow further in coming years.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2023

2022

Company investment in subsidiaries value

£

3,752,835

1,362,470

Company investment in associates value

£

54,631,101

52,170,895

 

ETL Holdings (UK) Ltd

Strategic Report for the Year Ended 31 December 2023

Principal risks and uncertainties

- Financial risk management
The Company’s activity exposes it to a variety of financial risks that include foreign exchange risk.

Foreign exchange rate risk arises from transactions when investments are acquired in Sterling, but finance is acquired in Euros rather than Sterling. The primary foreign exchange exposure arises from net Euro costs. The risk is managed by the regular review of exchange rates by the Board and timing of acquisitions as well as fixing good conditions on the loan with the bank, including fixed interest rates for the duration of the loan. The company is looking to increase loans initially in Sterling to reduce this risk of exchange variations.

- Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company faces market pressures on pricing from competitors as well.

The company actively manages its working capital requirements to ensure it has sufficient funds for its operations. The company aims to mitigate liquidity and cash flow risk by managing working capital, assessing and monitoring the requirements of the business, whilst working alongside its Parent company to ensure that these requirements are met. The company is funded by the larger group if necessary.

The directors are aware of the risks and uncertainties that the current economic and trading environment bring to the business. The Board of directors meet on a regular basis and the risks and uncertainties facing the company are discussed and appropriate actions taken to mitigate any impact on the company's performance.

- Credit Risk
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made. Credit risk is managed by close attention to credit control procedures.

Engagement with employees

Communication with employees has continued at all levels of the group, with the aim of ensuring employer views are taken into account when decisions are made that are likely to affect their interests and to ensure all employees are aware of the financial performance of their relevant office and the group as a whole. Regular communication with employees continues at all levels, either via internal meetings, electronic communication or via formal meetings.

Approved and authorised by the Board on 12 September 2024 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

Directors' Report for the Year Ended 31 December 2023

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

Directors of the group

The directors who held office during the year were as follows:

Mrs S Brassington

Dr C Gorny

Mrs R D C Martinez-Borrell (appointed 1 January 2023)

Dividend

The company has not paid any dividends during the current or previous financial year. The directors do not recommend payment of a final dividend.

Future developments

The company expects to continue to act as a holding company of the ETL Global group of companies within the United Kingdom and to act as a trading company for the provision of accountancy, legal, tax and complimentary services in the United Kingdom.

Going concern

At the time of approving the financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have the support of the company's ultimate parent company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors SCCA Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 12 September 2024 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 the company 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 and apply them consistently;

make judgements 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; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

Opinion

We have audited the financial statements of ETL Holdings (UK) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, 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.

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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:

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
• Enquiring of management whether they are aware of any non-compliance with laws and regulations.
• Enquiring of management whether they are aware of any actual, suspected or alleged fraud.
• Enquiring of management whether they had internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.
• Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journal and fraudulent revenue recognition.
• Obtaining an understanding of the regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations that we considered in this context included; the financial framework the company operates under (FRS102) , the UK Companies Act, tax legislation and data protection, anti-bribery and employment legislation.

Audit response to risks identified

Fraud due to management override
To address the risk of fraud through management bias and override of controls, we:
• Audited the risk of management override of controls, including through testing journal entries for appropriateness.
• Assessed whether judgements and assumptions made in determining the accounting estimates included in the financial statements showed indications of potential bias; and
• Investigated the rationale behind any significant or unusual transactions included in the financial statements.

Fraudulent revenue recognition
To address the risk of fraudulent revenue recognition we:
• Performed testing on a sample of turnover transactions that occurred during the financial year.
• Performed cut-off testing on turnover around the year end.
• Performed testing on the valuation and recoverability of work in progress included at year end.

Irregularities and non-compliance with laws and regulations
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but are not limited to:
• Agreeing financial statement disclosures to underlying supporting documentation.
• Enquiring of management as to actual and potential litigation claims they are aware of.
• Reviewing legal costs nominals for evidence of potential litigation or claims.
• Reviewing correspondence with regulators for evidence of non-compliance with laws and regulations.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for the detection and prevention of fraud, error and non-compliance with laws or regulations rests with the directors.

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

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

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.

......................................
Mr Robert J Stafford BA (hons) (Senior Statutory Auditor)
For and on behalf of SCCA Ltd, Statutory Auditor

3 The Studios
320 Chorley Old Road
Bolton
Lancashire
BL1 4JU

12 September 2024

 

ETL Holdings (UK) Ltd

Consolidated Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

20,350,783

16,940,237

Cost of sales

 

(655,413)

(461,314)

Gross profit

 

19,695,370

16,478,923

Administrative expenses

 

(19,945,839)

(17,213,545)

Other operating income

404,813

199,057

Operating profit/(loss)

4

154,344

(535,565)

Income from participating interests

 

1,859,774

1,314,472

Income from other fixed asset investments

 

7,703,502

10,432,337

Other interest receivable and similar income

5

668,210

362,807

Interest payable and similar expenses

6

(2,865,567)

(1,738,754)

   

7,365,919

10,370,862

Profit before tax

 

7,520,263

9,835,297

Taxation

10

(1,402,375)

(1,643,539)

Profit for the financial year

 

6,117,888

8,191,758

Profit/(loss) attributable to:

 

Owners of the company

 

5,938,859

8,111,252

minority interests

 

179,029

80,506

 

6,117,888

8,191,758

The above results were derived from continuing operations.

 

ETL Holdings (UK) Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022
£

Profit for the year

6,117,888

8,191,758

Share of associates and joint ventures other comprehensive income

213,480

(7,895)

Total comprehensive income for the year

6,331,368

8,183,863

Total comprehensive income attributable to:

Owners of the company

6,152,339

8,103,357

Minority interests

179,029

80,506

6,331,368

8,183,863

 

ETL Holdings (UK) Ltd

(Registration number: 08085410)
Consolidated Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Goodwill

11

2,443,086

691,382

Negative goodwill

11

(126,942)

(146,362)

 

2,316,144

545,020

Tangible assets

12

1,175,374

1,009,766

Investments

13

54,646,176

52,185,970

 

55,821,550

53,195,736

Current assets

 

Debtors

14

34,230,088

28,022,372

Cash at bank and in hand

 

3,560,495

7,226,109

 

37,790,583

35,248,481

Creditors: Amounts falling due within one year

16

(48,142,632)

(37,313,438)

Net current liabilities

 

(10,352,049)

(2,064,957)

Total assets less current liabilities

 

47,785,645

51,675,799

Creditors: Amounts falling due after more than one year

16

(25,588,922)

(35,718,147)

Provisions for liabilities

17

(7,703)

(100,000)

Net assets

 

22,189,020

15,857,652

Capital and reserves

 

Called up share capital

19

1,558,406

1,558,406

Retained earnings

19,584,411

13,645,552

Equity attributable to owners of the company

 

21,142,817

15,203,958

minority interests

 

1,046,203

653,694

Shareholders' funds

 

22,189,020

15,857,652

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the year was £6,629,865 (2022: £8,005,678).

Approved and authorised by the Board on 12 September 2024 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

(Registration number: 08085410)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

12

2,221

2,313

Investments

13

58,383,936

53,533,366

 

58,386,157

53,535,679

Current assets

 

Debtors

14

30,540,786

23,512,354

Cash at bank and in hand

 

2,110,699

6,354,254

 

32,651,485

29,866,608

Creditors: Amounts falling due within one year

16

(19,144,869)

(26,630,007)

Net current assets

 

13,506,616

3,236,601

Total assets less current liabilities

 

71,892,773

56,772,280

Creditors: Amounts falling due after more than one year

16

(50,277,110)

(41,786,484)

Net assets

 

21,615,663

14,985,796

Capital and reserves

 

Called up share capital

19

1,558,406

1,558,406

Retained earnings

20,057,257

13,427,390

Shareholders' funds

 

21,615,663

14,985,796

The company made a profit after tax for the financial year of £6,629,867 (2022 - profit of £8,005,678).

Approved and authorised by the Board on 12 September 2024 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 1 January 2023

1,558,406

13,645,552

15,203,958

653,694

15,857,652

Profit for the year

-

5,938,859

5,938,859

179,029

6,117,888

Other comprehensive income

-

-

-

213,480

213,480

Total comprehensive income

-

5,938,859

5,938,859

392,509

6,331,368

At 31 December 2023

1,558,406

19,584,411

21,142,817

1,046,203

22,189,020

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 1 January 2022

1,558,406

5,545,470

7,103,876

581,083

7,684,959

Profit for the year

-

8,111,252

8,111,252

80,506

8,191,758

Other comprehensive income

-

-

-

(7,895)

(7,895)

Total comprehensive income

-

8,111,252

8,111,252

72,611

8,183,863

Purchase of own share capital

-

(11,170)

(11,170)

-

(11,170)

At 31 December 2022

1,558,406

13,645,552

15,203,958

653,694

15,857,652

 

ETL Holdings (UK) Ltd

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Retained earnings
£

Total
£

At 1 January 2023

1,558,406

13,427,390

14,985,796

Profit for the year

-

6,629,867

6,629,867

At 31 December 2023

1,558,406

20,057,257

21,615,663

Share capital
£

Retained earnings
£

Total
£

At 1 January 2022

1,558,406

5,421,712

6,980,118

Profit for the year

-

8,005,678

8,005,678

At 31 December 2022

1,558,406

13,427,390

14,985,796

 

ETL Holdings (UK) Ltd

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

6,117,888

8,191,758

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

545,434

276,789

Finance income

(1,030,710)

(12,109,616)

Finance costs

2,865,567

(1,738,754)

Income tax expense

10

1,402,375

1,643,539

 

9,900,554

(3,736,284)

Working capital adjustments

 

Increase in trade debtors

14

(6,207,717)

(3,285,699)

Decrease in trade creditors

16

(4,225,542)

(14,390,054)

Decrease in provisions

17

(92,297)

(77,650)

Cash generated from operations

 

(625,002)

(21,489,687)

Income taxes paid

10

(1,802,868)

(1,716,933)

Net cash flow from operating activities

 

(2,427,870)

(23,206,620)

Cash flows from investing activities

 

Interest received

668,210

362,807

Acquisition of subsidiaries

13

(1,424,110)

-

Acquisitions of tangible assets

(318,056)

(77,800)

Dividend income

2,716,774

1,314,472

Acquisitions of investments in joint ventures and associates

13

(3,391,598)

(1,091,337)

Proceeds from disposal of financial investments other than trading investments

 

659,174

-

Net cash flows from investing activities

 

(1,089,606)

508,142

Cash flows from financing activities

 

Interest paid

(2,865,567)

(1,738,754)

Repayment of bank borrowing

 

(11,105,373)

23,738,288

Proceeds from other borrowing draw downs

 

13,822,802

(8,343,309)

Repayment of other borrowing

 

-

11,416,330

Net cash flows from financing activities

 

(148,138)

25,072,555

Net (decrease)/increase in cash and cash equivalents

 

(3,665,614)

2,374,077

Cash and cash equivalents at 1 January

 

7,226,109

4,852,032

Cash and cash equivalents at 31 December

 

3,560,495

7,226,109

 

ETL Holdings (UK) Ltd

Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

6,629,867

8,005,678

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,581

930

Finance income

(3,304,510)

(429,897)

Finance costs

2,803,220

1,910,198

Income tax expense

10

1,221,061

1,605,724

 

7,351,219

11,092,633

Working capital adjustments

 

Decrease/(increase) in trade debtors

14

886,372

(1,455,338)

Decrease in trade creditors

16

(2,494,721)

(25,206,542)

Cash generated from operations

 

5,742,870

(15,569,247)

Income taxes paid

10

(1,606,455)

(1,716,933)

Net cash flow from operating activities

 

4,136,415

(17,286,180)

Cash flows from investing activities

 

Interest received

587,736

429,897

Acquisitions of tangible assets

(1,489)

-

Dividend income

2,716,774

(1,314,472)

Income from other inestments

(7,914,803)

(10,432,337)

Acquisitions of investments in joint ventures and associates

13

(4,425,708)

(653,433)

Proceeds from disposal of investments in joint ventures and associates

 

659,174

-

Net cash flows from investing activities

 

(8,378,316)

(11,970,345)

Cash flows from financing activities

 

Interest paid

(2,803,220)

(1,910,198)

Proceeds from bank borrowing draw downs

 

-

30,863,714

Repayment of bank borrowing

 

(11,021,236)

(8,343,309)

Proceeds from other borrowing draw downs

 

13,822,802

11,416,331

Net cash flows from financing activities

 

(1,654)

32,026,538

Net (decrease)/increase in cash and cash equivalents

 

(4,243,555)

2,770,013

Cash and cash equivalents at 1 January

 

6,354,254

3,584,241

Cash and cash equivalents at 31 December

 

2,110,699

6,354,254

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Pavilion Square
Cricketers Way
Westhoughton
Bolton
BL5 3AJ
United Kingdom

These financial statements were authorised for issue by the Board on 12 September 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency used is Great British Pounds, and rounded to the nearest £.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

At the time of approving the financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have the support of the company's ultimate parent company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Judgements

In the application of the company'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 available 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 revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors do not consider any significant estimates or judgements are expected to affect the company's assets and liabilities over the next 12 months.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures & Fittings

25% - 33% straight line basis

Office equipment

25% - 33% straight line basis

Improvements to property

Over the terms of the lease

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Negative goodwill

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

12.5% straight line basis

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the group has an obligation at the reporting date 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.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Financial instruments

Classification
The company has elected to apply the provisions of Section 11 "Basic Financial Instruments" and Section 12 "Other Financial Instruments Issues" of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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 recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 Recognition and measurement
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries or associates, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in the profit and loss, except investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Basic financial liabilities, including creditors and loans are initially recognised at transaction price unless the arrangements constitutes a financing transaction, where the debt instrument is measured at present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from supplies. Amounts payable are classified as current liabilities. If payment is due within one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost, using the effective interest rate method.

 Impairment
Financial assets, other than those held at fair value through the profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the assets original effective interest rate. The impairment loss is recognised in the profit and loss account.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

3

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2023
£

2022
£

Rendering of services

19,957,013

16,861,737

Rental income from investment property

31,270

28,500

Other revenue

362,500

50,000

20,350,783

16,940,237

The analysis of the group's turnover for the year by class of business is as follows:

2023
£

2022
£

Business Services

20,350,783

16,940,237

The analysis of the group's turnover for the year by market is as follows:

2023
£

2022
£

UK

20,350,783

16,940,237

4

Operating profit/(loss)

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

152,448

154,315

Amortisation expense

392,987

122,474

Operating lease expense - plant and machinery

29,029

16,412

Operating lease expense - other

1,803

10,523

5

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

356,354

77,877

Other finance income

311,856

284,930

668,210

362,807

6

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

1,693,160

621,876

Interest expense on other finance liabilities

1,169,644

1,116,878

Foreign exchange gains

2,763

-

2,865,567

1,738,754

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

12,529,657

10,256,079

Social security costs

903,855

843,762

Other short-term employee benefits

11,584

105,664

Pension costs, defined contribution scheme

470,802

422,489

Other employee expense

93,843

75,993

14,009,741

11,703,987

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

232

211

232

211

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

220,914

237,315

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Received or were entitled to receive shares under long term incentive schemes

1

1

9

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

15,250

15,000

Audit of the financial statements of subsidiaries of the company pursuant to legislation

55,700

44,000

70,950

59,000


 

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

1,397,600

1,643,539

Deferred taxation

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

4,775

-

Tax expense in the income statement

1,402,375

1,643,539

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of 25% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

7,520,263

9,835,297

Corporation tax at standard rate

1,880,066

1,868,706

Tax decrease from effect of capital allowances and depreciation

(23)

(7,744)

Effect of expense not deductible in determining taxable profit (tax loss)

14,306

32,327

Deferred tax expense relating to changes in tax rates or laws

187,220

-

Tax decrease from effect of dividends from UK companies

(679,194)

(249,750)

Total tax charge

1,402,375

1,643,539

Deferred tax

Group

Tax relating to items recognised in other comprehensive income or equity - group

2023
£

2022
£

Deferred tax related to items recognised as items of other comprehensive income

7,703

-

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

11

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2023

1,246,296

1,246,296

Additions acquired separately

2,164,111

2,164,111

At 31 December 2023

3,410,407

3,410,407

Amortisation

At 1 January 2023

554,914

554,914

Amortisation charge

412,407

412,407

At 31 December 2023

967,321

967,321

Carrying amount

At 31 December 2023

2,443,086

2,443,086

At 31 December 2022

691,382

691,382

Negative goodwill

2023
£

At 1 January 2023

(146,362)

Recognised in profit or loss

19,420

At 31 December 2023

(126,942)

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

12

tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Improvements to property
 £

Computer equipment
£

Cost or valuation

At 1 January 2023

809,315

511,899

404,013

494,265

Additions

-

318,056

-

-

At 31 December 2023

809,315

829,955

404,013

494,265

Depreciation

At 1 January 2023

10,724

440,687

404,013

354,302

Charge for the year

-

122,757

-

29,691

At 31 December 2023

10,724

563,444

404,013

383,993

Carrying amount

At 31 December 2023

798,591

266,511

-

110,272

At 31 December 2022

798,591

71,212

-

139,963

Total
£

Cost or valuation

At 1 January 2023

2,219,492

Additions

318,056

At 31 December 2023

2,537,548

Depreciation

At 1 January 2023

1,209,726

Charge for the year

152,448

At 31 December 2023

1,362,174

Carrying amount

At 31 December 2023

1,175,374

At 31 December 2022

1,009,766

Included within the net book value of land and buildings above is £798,591 (2022 - £798,591) in respect of freehold land and buildings.
 

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Company

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2023

4,057

4,057

Additions

1,489

1,489

At 31 December 2023

5,546

5,546

Depreciation

At 1 January 2023

1,744

1,744

Charge for the year

1,581

1,581

At 31 December 2023

3,325

3,325

Carrying amount

At 31 December 2023

2,221

2,221

At 31 December 2022

2,313

2,313

13

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

2022

Subsidiary undertakings

ETL Cambridge LLP

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ownership

100%

100%

England & Wales

INNventory Limited

1 Pavilion Square, Cricketers Way
Westhoughton, Bolton,
BL5 3AJ

Ordinary

72.89%

72.89%

England & Wales

HRpeople Services Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

78%

78%

England & Wales

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

ETL Resourcing Ltd

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

70%

70%

England & Wales

ETL IT Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

70%

70%

England & Wales

PAYEpeople Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

62.5%

62.5%

England & Wales

Glaisyers Solicitors LLP

1 St James' Square
Manchester
M2 6DN

Designated Member

51%

51%

England & Wales

Associates

EKWilliams Accountants Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary B

49%

49%

England & Wales

Nyman Libson Paul LLP*

Regina House,
124 Finchley Road,
London, NW3 5JS

Designated Member

49%

49%

England & Wales

Attention To Finance Group Limited

55 Loudoun Road
St Johns Wood
London
NW8 OD

Ordinary

49%

49%

England & Wales

Gerald Edelman LLP*

73 Cornhill,
London,
EC3V 3QQ

Desigated Member

49%

49%

England & Wales

Carston Holdings Limited

1 Floor Tudor House,
16 Cathedral Road, Cardiff,
CF11 9LJ

Ordinary

44.9%

44.9%

England & Wales

HWB Holdings Limited

Highland House, Mayflower Close,
Chandlers Ford, Eastleigh,
Hampshire, SO53 4AR

Ordinary

43%

43%

England & Wales

SRLV LLP

Elsley Court, 20-22 Great Titchfield Street,
London
W1W 8BE

Designated Member

41.41%

41.41%

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

England & Wales

Harold Sharp Limited*

5 Brooklands Place,
Brooklands Road,
Sale, Cheshire, M33 3SD

Ordinary

24%

37%

England & Wales

Wilder Coe Ltd

1st Floor Sackville House,
143-149 Fenchurch Street,
London, EC3M 6BL

Ordinary

24.5%

24.5%

England & Wales

Fiander Tovell Group Limited*

Stag Gates House,
63/64 The Avenue,
Southampton,
Hampshire, SO17 1XS

Ordinary

24%

34%

England & Wales

Sampson West Accountancy Limited

39a Welbeck Street
London
W1G 8DH

Ordinary

41%

41%

England & Wales

Clement Rabjohns Limited

111/113 High Street,
Evesham,
WR11 4XP

Ordinary

25%

25%

England & Wales

Robert Whowell & Partners LLP

78 Loughborough Road,
Quorn, Leicestershire,
United Kingdom, LE12 8DX

Ordinary

34%

0%

England and Wales

Kingscott Dix Limited

Goodridge Court,
Goodridge Avenue,
Gloucester, GL2 5EN

Ordinary

39%

0%

England and Wales

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Subsidiary undertakings

ETL Cambridge LLP

The principal activity of ETL Cambridge LLP is Dormant

INNventory Limited

The principal activity of INNventory Limited is Franchise Accountants

HRpeople Services Limited

The principal activity of HRpeople Services Limited is HR & Payroll Services

ETL Resourcing Ltd

The principal activity of ETL Resourcing Ltd is HR & Recruitment

ETL IT Limited

The principal activity of ETL IT Limited is IT Services

PAYEpeople Limited

The principal activity of PAYEpeople Limited is Payroll Services

Glaisyers Solicitors LLP

The principal activity of Glaisyers Solicitors LLP is Legal services

Associate undertakings

EKWilliams Accountants Limited

The principal activity of EKWilliams Accountants Limited is Chartered Accountants .
 

 

Nyman Libson Paul LLP

The principal activity of Nyman Libson Paul LLP is Chartered Accountants .
 

 

Attention To Finance Group Limited

The principal activity of Attention To Finance Group Limited is Chartered Accountants .
 

 

Gerald Edelman LLP

The principal activity of Gerald Edelman LLP is Chartered Accountants .
 

 

Carston Holdings Limited

The principal activity of Carston Holdings Limited is Chartered Accountants .
 

 
 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

HWB Holdings Limited

The principal activity of HWB Holdings Limited is Chartered Accountants .
 

 

SRLV LLP

The principal activity of SRLV LLP is Chartered Accountants .
 

 

Harold Sharp Limited

The principal activity of Harold Sharp Limited is Chartered Accountants .
 

 

Wilder Coe Ltd

The principal activity of Wilder Coe Ltd is Chartered Accountants .
 

 

Fiander Tovell Group Limited

The principal activity of Fiander Tovell Group Limited is Chartered Accoutnants .
 

 

Sampson West Accountancy Limited

The principal activity of Sampson West Accountancy Limited is Chartered Accountants .
 

 

Clement Rabjohns Limited

The principal activity of Clement Rabjohns Limited is Chartered Accountants .
 

 

Robert Whowell & Partners LLP

The principal activity of Robert Whowell & Partners LLP is Chartered Accountants .
 

 

Kingscott Dix Limited

The principal activity of Kingscott Dix Limited is Chartered Accountants .
 

 
 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Company

2023
£

2022
£

Investments in subsidiaries

3,752,835

1,362,470

Investments in associates

54,631,101

52,170,896

58,383,936

53,533,366

Subsidiaries

£

Cost or valuation

At 1 January 2023

1,480,776

Additions

2,390,435

Disposals

(70)

At 31 December 2023

3,871,141

Provision

At 1 January 2023

118,306

Carrying amount

At 31 December 2023

3,752,835

At 31 December 2022

1,362,470

Associates

£

Cost

At 1 January 2023

55,217,980

Additions

4,167,393

Disposals

(1,707,188)

At 31 December 2023

57,678,185

Provision

At 1 January 2023

3,047,084

Carrying amount

At 31 December 2023

54,631,101

At 31 December 2022

52,170,896

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

14

debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

4,122,423

4,060,350

624

758

Amounts owed by related parties

23

23,630,118

18,498,773

28,500,693

22,463,921

Other debtors

 

2,294,475

1,672,176

1,809,839

751,753

Prepayments

 

1,207,791

1,293,221

229,630

295,922

Gross amount due from customers for contract work

 

2,975,281

2,497,852

-

-

 

34,230,088

28,022,372

30,540,786

23,512,354

Details of non-current trade and other debtors

Group

£7,860,000 (2022 - £6,300,135) of EKWilliams Accountants Limited is classified as non current. Part of the related party loan to associate company, EKWilliams Accountants Limited, is expected to be repaid after more than 1 year from the balance sheet date.

Company

£7,860,000 (2022 - £6,300,135) of EKWilliams Accountants Limited is classified as non current. Part of the related party loan to associate company, EKWilliams Accountants Limited, is expected to be repaid after more than 1 year from the balance sheet date.

15

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash on hand

323

620

-

-

Cash at bank

3,560,172

7,225,489

2,110,699

6,354,254

3,560,495

7,226,109

2,110,699

6,354,254

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

16

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

21

11,329,906

11,061,116

11,058,023

10,844,614

Trade creditors

 

1,468,753

1,117,963

1,783

47,378

Amounts due to related parties

23

30,749,122

17,746,199

6,474,238

11,991,298

Social security and other taxes

 

1,854,721

1,555,158

12,904

13,020

Other payables

 

1,916,548

4,678,856

1,024,541

2,753,754

Accruals

 

207,143

262,923

105,950

127,119

Income tax liability

10

616,439

891,223

467,430

852,824

 

48,142,632

37,313,438

19,144,869

26,630,007

Due after one year

 

Loans and borrowings

21

24,440,634

35,718,147

24,421,938

35,656,584

Other non-current financial liabilities

 

1,148,288

-

25,855,172

6,129,900

 

25,588,922

35,718,147

50,277,110

41,786,484

17

Provisions for liabilities

Group

Deferred tax
£

Other provisions
£

Total
£

At 1 January 2023

-

100,000

100,000

Additional provisions

7,703

-

7,703

Increase (decrease) in existing provisions

-

(100,000)

(100,000)

At 31 December 2023

7,703

-

7,703

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £470,802 (2022 - £422,489).

19

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary of £0.10 each

1,000

100.00

1,000

100.00

Preference Shares of £1 each of £1 each

1,558,306

1,558,306

1,558,306

1,558,306

1,559,306

1,558,406

1,559,306

1,558,406

Redeemable preference shares

The Preference Shares of £1 each are redeemable at the option of the company. They are redeemable at £1 per share and carry no voting rights On a winding up of the company the holders of the shares have a right to receive preferred rights over the ordinary shares on a winding up of the company. Winding up value for redeemable preference share is £1,558,306.

20

Minority interests

The minority interests relate to:

ETL Cambridge LLP of which 0% (2022 - 0%) of the voting rights are held outside of the group.

INNventory Limited of which 27.11% (2022 - 27.11%) of the voting rights are held outside of the group.

HRpeople Services Limited of which 30% (2022 - 30%) of the voting rights are held outside of the group.

ETL Resourcing Ltd of which 30% (2022 - 30%) of the voting rights are held outside of the group.

ETL IT Limited of which 30% (2022 - 30%) of the voting rights are held outside of the group.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

PAYEpeople Limited of which 37.5% (2022 - 37.5%) of the voting rights are held outside of the group.

Glaisyers Solicitors LLP of which 49% (2022 - 49%) of the voting rights are held outside of the group.

21

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Bank borrowings

24,440,634

35,718,147

24,421,938

35,656,584

Current loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Bank borrowings

11,329,906

11,061,116

11,058,023

10,844,614

Group

Bank borrowings

Bank Loan 2 is denominated in Sterling with a nominal interest rate of 1.47%, and the final instalment is due on 31 December 2024. The carrying amount at year end is £557,318 (2022 - £1,105,239).

Monthly repayment of capital and interest

Bank Loan 3 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 May 2026. The carrying amount at year end is £6,691,500 (2022 - £9,389,016).

Monthly repayments covering capital and interest

Bank Loan 4 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £4,528,850 (2022 - £6,340,389).

Monthly repayments covering capital and interest

Bank Loan 5 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £991,369 (2022 - £1,387,916).

Monthly repayments covering capital and interest

Bank Loan 6 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £2,788,257 (2022 - £3,280,303).

Quarterly repayments covering capital and interest.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Bank Loan 7 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £3,753,753 (2022 - £4,416,179).

Quarterly repayments covering capital and interest.

Bank Loan 8 is denominated in Sterling with a nominal interest rate of 5.30%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £1,013,005 (2022 - £1,181,250).

Quarterly repayments covering capital and interest.

Bank Loan 9 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 June 2028. The carrying amount at year end is £3,214,406 (2022 - £4,275,000).

Quarterly repayments covering capital and interest.

Bank Loan 10 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 September 2027. The carrying amount at year end is £11,941,504 (2022 - £15,125,905).

Quarterly repayments covering capital and interest.

INNventory Lloyds Loan is denominated in Sterling with a nominal interest rate of 4.75% and Variable Element%, and the final instalment is due on 31 December 2024. The carrying amount at year end is £67,738 (2022 - £110,605).

INNventory Limited's business premises in Westhoughton, which is included in tangible fixed assets is secured against this loan
Originally a 10 year loan, repayable monthly covering capital and interest

Glaisyers Natwest Loan is denominated in Sterling with a nominal interest rate of Variable%, and the final instalment is due on 31 August 2023. The carrying amount at year end is £Nil (2022 - £41,270).

Monthly repayments covering capital and interest

Company

Bank borrowings

Bank Loan 2 is denominated in Sterling with a nominal interest rate of 1.47%, and the final instalment is due on 31 December 2024. The carrying amount at year end is £557,318 (2022 - £1,105,239).

Monthly repayment capital and interest

Bank Loan 3 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 May 2026. The carrying amount at year end is £6,691,500 (2022 - £9,389,016).

Monthly repayments covering capital and interest

Bank Loan 4 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £4,528,850 (2022 - £6,340,389).

Monthly repayments covering capital and interest

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Bank Loan 5 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £991,369 (2022 - £1,387,916).

Monthly repayments covering capital and interest

Bank Loan 6 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £2,788,257 (2022 - £3,280,303).

Quarterly repayments covering capital and interest.

Bank Loan 7 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £3,753,753 (2022 - £4,416,179).

Quarterly repayments covering capital and interest.

Bank Loan 8 is denominated in Sterling with a nominal interest rate of 5.30%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £1,013,005 (2022 - £1,181,250).

Quarterly repayments covering capital and interest.

Bank Loan 9 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 June 2028. The carrying amount at year end is £3,214,406 (2022 - £4,275,000).

Quarterly repayments covering capital and interest.

Bank Loan 10 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 September 2027. The carrying amount at year end is £11,941,504 (2022 - £15,125,905).

Quarterly repayments covering capital and interest.

Included in the loans and borrowings are the following amounts due after more than five years:

2023
£

2022
£

After more than five years by instalments

-

1,225,980

-

-

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

22

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

374,596

367,073

Later than one year and not later than five years

926,235

403,830

1,300,831

770,903

The amount of non-cancellable operating lease payments recognised as an expense during the year was £374,461 (2022 - £429,604).

23

Related party transactions

Group

Summary of transactions with parent

ETL International AG, which is a related party of ETL Holdings (UK) Limited as its the ultimate parent company and has a common director with regard to Dr C Gorny.
 Related party loan
 This loan has an interest rate between 3-5% per annum charged to the company on this balance.
 

Loans from related parties

2023

Parent
£

Total
£

At start of period

17,746,198

17,746,198

Advanced

13,433,526

13,433,526

Repaid

(1,250,480)

(1,250,480)

Interest transactions

819,878

819,878

At end of period

30,749,122

30,749,122

2022

Parent
£

Total
£

At start of period

26,983,002

26,983,002

Advanced

19,864,459

19,864,459

Repaid

(29,995,675)

(29,995,675)

Interest transactions

894,412

894,412

At end of period

17,746,198

17,746,198

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Terms of loans from related parties

During the year a formal loan repayment arrangement was entered into between the company and its parent company, ETL International AG. It was agreed annual repayments against the intercompany loan detailed above would be made and spread over a 7 year period. The first annual repayment of £1,225,980 has been paid in December 2021, for the next 6 years an annual repayment of £1,225,980 will be made to ETL International AG against the intercompany loan balance.
 

24

Parent and ultimate parent undertaking

The company's immediate parent is ETL international AG, incorporated in Germany.