Company registration number 10277125 (England and Wales)
STOTTS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
STOTTS GROUP LIMITED
COMPANY INFORMATION
Director
Mr A Stott
Company number
10277125
Registered office
Willmott's Business Park
Waterlip
SHEPTON MALLET
Somerset
BA4 4RN
Auditor
Old Mill Audit Limited
Bishopbrook House
Cathedral Avenue
WELLS
Somerset
BA5 1FD
STOTTS GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group balance sheet
9 - 10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 39
STOTTS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director presents the strategic report for the year ended 31 December 2023.
Fair review of the business and future developments
2023 remained consistent with forecasted growth and performance, based upon the predetermined economic challenges expected during the year. A year in which we developed our new HQ site in Waterlip, allowing for 10,000 pallet spaces and new offices for our growing team. 2023 saw a year of inflated warehouse demand; alongside stable haulage and pallet network performance. Continued contract wins saw any reduction in customer activity suppressed and resulted in a year-on-year stability within our financial performance, whilst investing heavily in our new HQ build.
We have maintained BRC, ISO9001 + 14001, Soil Association and Cyber Essential certifications.
Investment in new equipment saw an increase during 2023 with market availability returning, enabling us to renew the fleet of both vehicles and trailers we operate. Several key operating systems across the group are due for renewal in 2024, which will be reviewed and tendered as necessary.
Principal risks and uncertainties
Economic conditions
Energy and fuel prices remained stable during 2023, however still consistently high. The increase was partially mitigated with our surcharge structures however customers are now far more aware of the impacts on price with surcharges applied. We forecast challenges to our business with an abundance of supply in the industry twinned with a reduction in demand. Key contract wins early 2024 will mitigate some of this concern. Measures will need to be taken to reduce operating cost via differing models whilst increasing overall revenue per annum.
Risk Management
During the period the Directors continued to review the fundamental risks of the Group. Risk management is discussed and addressed regularly by senior management.
Financial instruments
Objectives and policies
The management objectives are to retain sufficient liquid funds to enable it to meet its day to day requirements, minimise the group's exposure to fluctuating interest rates, and match the repayment schedule of any external borrowings with the future cash flows expected to arise from the group's trading activities.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to a moderate level of credit risk, liquidity risk and cash flow risk. The group manages these risks by financing its operations through the continued support of its bankers and financers, supplemented by long term bank borrowings where necessary to fund expansion or capital expenditure programmes. The group is not exposed to price risk as it holds no listed investments.
STOTTS GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators
The trading results for the period and the group’s financial position at the end of the period are in accordance with all budgets and forecasts for the period.
Unit 2023 2022
Return on Capital Employed % 15.56 20.02
Gross Profit % 31.13 31.42
The directors monitor the Return on Capital Employed (ROCE) ratio which measures the group’s profitability and the efficiency with which its capital is employed. During the period the ROCE percentage has decreased to 15.56% (2022 - 20.02%). The directors also closely monitor the group’s gross profit percentage which has remained stable at 31.13% (2022 - 31.42%) during the period.
The senior management team are required to compute industry specific key performance indicators to highlight the potential for efficiency improvements. Substantial reductions can be achieved by making better use of vehicle capacity. This in turn results in fewer accidents, less pollution as well as lower operating costs. Vehicle fill, time utilisation, deviations from schedule and fuel consumption rates are reviewed on a regular basis as these are significant to a business in this industry.
Mr A Stott
Director
4 September 2024
STOTTS GROUP LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The director presents his annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the group continued to be that of road haulage and warehousing within the UK and Europe.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £121,000. The director does not recommend payment of a further dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr A Stott
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
Auditor
In accordance with the company's articles, a resolution proposing that Old Mill Audit Limited be reappointed as auditor of the group will be put at a General Meeting.
STOTTS GROUP LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Statement of director's responsibilities
The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The director is 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. He is 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.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the group and company's financial risk management objectives and policies, its exposure to price risk, credit risk, liquidity risk and cash flow risk and the future development of the business.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr A Stott
Director
4 September 2024
STOTTS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STOTTS GROUP LIMITED
- 5 -
Opinion
We have audited the financial statements of Stotts Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 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 director with respect to going concern are described in the relevant sections of this report.
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 consistent 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:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
STOTTS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF STOTTS GROUP LIMITED
- 6 -
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 director's report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
STOTTS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF STOTTS GROUP LIMITED
- 7 -
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.
How the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
Other matters which we are required to address
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. In particular, compliance was reviewed for the company's Vehicle Operator Licences as these are essential to the trade. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
This report is made solely to the group’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 group’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 group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Stuart Grimster FCA (Senior Statutory Auditor)
For and on behalf of Old Mill Audit Limited
9 September 2024
Statutory Auditor
Bishopbrook House
Cathedral Avenue
WELLS
Somerset
BA5 1FD
STOTTS GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
as restated
Notes
£
£
Turnover
3
34,852,284
31,603,671
Cost of sales
(23,304,879)
(21,672,287)
Gross profit
11,547,405
9,931,384
Administrative expenses
(8,767,821)
(7,462,913)
Other operating income
802,663
803,429
Operating profit
4
3,582,247
3,271,900
Interest receivable and similar income
9,528
2,292
Interest payable and similar expenses
8
(792,286)
(477,132)
Fair value gains and losses on investment properties
750,000
Profit before taxation
2,799,489
3,547,060
Tax on profit
9
(456,362)
(668,215)
Profit for the financial year
2,343,127
2,878,845
Profit for the financial year is attributable to:
- Owners of the parent company
2,332,964
2,866,111
- Non-controlling interests
10,163
12,734
2,343,127
2,878,845
STOTTS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
13
508,907
712,470
Negative goodwill
13
(46,635)
(51,366)
Net goodwill
462,272
661,104
Tangible assets
11
25,302,914
14,793,801
Investment property
12
2,000,000
25,765,186
17,454,905
Current assets
Stocks
16
3,838
-
Debtors
17
6,081,156
6,427,622
Cash at bank and in hand
2,112,951
1,763,725
8,197,945
8,191,347
Creditors: amounts falling due within one year
18
(8,497,884)
(7,299,450)
Net current (liabilities)/assets
(299,939)
891,897
Total assets less current liabilities
25,465,247
18,346,802
Creditors: amounts falling due after more than one year
19
(14,552,631)
(10,363,203)
Provisions for liabilities
Provisions
22
180,000
180,000
Deferred tax liability
23
2,178,597
1,757,279
(2,358,597)
(1,937,279)
Net assets
8,554,019
6,046,320
Capital and reserves
Called up share capital
26
56
100
Share premium account
1,200,000
1,200,000
Revaluation reserve
717,644
717,644
Other reserves
433,799
5,533
Profit and loss reserves
6,122,718
4,053,404
Equity attributable to owners of the parent company
8,474,217
5,976,681
Non-controlling interests
79,802
69,639
8,554,019
6,046,320
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
STOTTS GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
The financial statements were approved and signed by the director and authorised for issue on 4 September 2024
04 September 2024
Mr A Stott
Director
Company registration number 10277125 (England and Wales)
STOTTS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
11
9,013,176
1,702
Investments
14
3,148,402
5,392,979
12,161,578
5,394,681
Current assets
Debtors
17
156,854
63,355
Cash at bank and in hand
312,143
314,380
468,997
377,735
Creditors: amounts falling due within one year
18
(4,965,359)
(2,775,408)
Net current liabilities
(4,496,362)
(2,397,673)
Total assets less current liabilities
7,665,216
2,997,008
Creditors: amounts falling due after more than one year
19
(5,102,036)
(1,422,878)
Provisions for liabilities
Deferred tax liability
23
122,664
(122,664)
-
Net assets
2,440,516
1,574,130
Capital and reserves
Called up share capital
26
56
100
Share premium account
1,200,000
1,200,000
Other reserves
11,066
5,533
Profit and loss reserves
1,229,394
368,497
Total equity
2,440,516
1,574,130
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 £981,897 (2022 - £445,247 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved and signed by the director and authorised for issue on 4 September 2024
04 September 2024
Mr A Stott
Director
Company registration number 10277125 (England and Wales)
STOTTS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Revaluation reserve
Other reserve
Share based payments
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
£
Balance at 1 January 2022
100
1,200,000
727,474
-
-
1,340,043
3,267,617
56,905
3,324,522
Year ended 31 December 2022:
Profit for the year
-
-
-
-
-
2,866,111
2,866,111
12,734
2,878,845
Other comprehensive income:
Tax relating to other comprehensive income
-
-
(9,830)
-
-
(9,830)
-
(9,830)
Total comprehensive income
-
-
(9,830)
-
-
2,866,111
2,856,281
12,734
2,869,015
Dividends
10
-
-
-
-
-
(152,750)
(152,750)
-
(152,750)
Transfers
-
-
-
-
5,533
-
5,533
-
5,533
Balance at 31 December 2022
100
1,200,000
717,644
-
5,533
4,053,404
5,976,681
69,639
6,046,320
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
-
2,332,964
2,332,964
10,163
2,343,127
Issue of share capital
26
6
-
-
-
-
6
-
6
Dividends
10
-
-
-
-
-
(263,650)
(263,650)
-
(263,650)
Reduction of shares
26
(50)
-
-
-
-
-
(50)
-
(50)
Transfers
-
-
-
-
5,533
-
5,533
-
5,533
Other movements
-
-
-
422,733
-
-
422,733
-
422,733
Balance at 31 December 2023
56
1,200,000
717,644
422,733
11,066
6,122,718
8,474,217
79,802
8,554,019
STOTTS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Share based payments
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
100
1,200,000
-
1,200,100
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
445,247
445,247
Dividends
10
-
-
-
(76,750)
(76,750)
Transfers
-
-
5,533
-
5,533
Balance at 31 December 2022
100
1,200,000
5,533
368,497
1,574,130
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
981,897
981,897
Issue of share capital
26
6
-
-
6
Dividends
10
-
-
-
(121,000)
(121,000)
Reduction of shares
26
(50)
-
-
-
(50)
Transfers
-
-
5,533
-
5,533
Balance at 31 December 2023
56
1,200,000
11,066
1,229,394
2,440,516
STOTTS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
34
7,569,865
2,946,255
Interest paid
(792,286)
(477,132)
Income taxes refunded
254,694
513,841
Net cash inflow from operating activities
7,032,273
2,982,964
Investing activities
Purchase of business
-
(1,804,361)
Purchase of tangible fixed assets
(9,943,428)
(1,765,560)
Proceeds from disposal of tangible fixed assets
289,423
309,943
Proceeds from disposal of investment property
2,000,000
-
Purchase of investments
-
1
Repayment of loans
72,906
(72,906)
Interest received
9,526
2,292
Net cash used in investing activities
(7,571,573)
(3,330,591)
Financing activities
Proceeds from new bank loans
3,991,861
-
Repayment of bank loans
(298,120)
1,710,028
Payment of finance leases obligations
(1,943,732)
(134,039)
Dividends paid to equity shareholders
(263,650)
(152,750)
Net cash generated from financing activities
1,486,359
1,423,239
Net increase in cash and cash equivalents
947,059
1,075,612
Cash and cash equivalents at beginning of year
1,148,216
72,604
Cash and cash equivalents at end of year
2,095,275
1,148,216
Relating to:
Cash at bank and in hand
2,112,951
1,763,725
Bank overdrafts included in creditors payable within one year
(17,676)
(615,509)
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information
Stotts Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Willmott's Business Park, Waterlip, SHEPTON MALLET, Somerset, BA4 4RN,
The group consists of Stotts Group Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
The consolidated group financial statements consist of the financial statements of the parent company Stotts Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
ADMP Group Limited, Willmott's Transport Limited, S & B Transport Limited, Parker Transport (SW) Limited and Parker Holdings (SW) Limited have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows includes the results and cash flows for all entities for the period. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Going concern
These financial statements are prepared on the going concern basis. At the balance sheet date, the group had net current liabilities £299,939 (2022 - Net current assets £891,897). However, directors loan balances totalling £704,891 are reflected in short term creditors and the directors will only recall these funds when the company has funds to do so. Therefore, the director has a reasonable expectation that the company will continue in operational existence for the foreseeable future.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue is recognised when the group obtains the right to consideration for the performance of its services.
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 10 years.
Negative goodwill represents the excess of the aggregate fair value of the acquired assets over the consideration paid for the business. Negative goodwill has been matched with the fair value of the non-monetary assets purchased and released to the profit and loss account over the period in which these assets are recovered through use or sale.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
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:
Freehold buildings
2% straight line
Leasehold land and buildings
25% straight line
Leasehold improvements
25% straight line
Plant and equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
Computers
25% straight line
Motor vehicles
20% 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.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.7
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, 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 profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.15
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.
1.16
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.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.19
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the director is 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.
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.
Depreciation and amortisation
The directors use their knowledge of the business and the industry to estimate the useful life and residual of intangible and tangible fixed assets in order to arrive at an applicable depreciation and amortisation rates. In accordance with section 17 of FRS102, the directors review and update these estimates if there are indicators that current estimates should change. During the year there was no change in the depreciation and amortisation rates.
It must be noted that there is inherent uncertainty with these estimates as factors such as unexpected wear and tear, technological advancement and changes in market price may result in future changes to the appropriate rate of depreciation.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Haulage and warehousing
34,852,284
31,603,671
2023
2022
£
£
Turnover analysed by geographical market
UK
34,852,284
31,603,671
2023
2022
£
£
Other revenue
Interest income
9,526
2,292
Dividends received
2
-
Grants received
-
14,218
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
363
-
Government grants
-
(14,218)
Depreciation of owned tangible fixed assets
1,315,511
764,277
Depreciation of tangible fixed assets held under finance leases
992,587
995,446
Profit on disposal of tangible fixed assets
(116,096)
(218,539)
Amortisation of intangible assets
203,563
203,563
Release of negative goodwill
(4,731)
(16,214)
Operating lease charges
718,317
583,830
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
13,500
5,004
Audit of the financial statements of the company's subsidiaries
16,000
27,300
29,500
32,304
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
Administration
98
85
-
-
Distribution
148
139
-
-
Director
6
6
1
1
Total
252
230
1
1
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 24 -
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
10,213,864
8,775,227
5,533
5,533
Social security costs
854,839
828,413
-
-
Pension costs
313,776
308,513
11,382,479
9,912,153
5,533
5,533
7
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
288,594
235,903
Company pension contributions to defined contribution schemes
28,046
29,179
316,640
265,082
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
72,999
73,216
Company pension contributions to defined contribution schemes
11,321
11,321
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
399,945
225,268
Interest on invoice finance arrangements
113,483
62,606
Interest payable to group undertakings
76
513,504
287,874
Other finance costs:
Interest on finance leases and hire purchase contracts
278,492
189,258
Other interest
290
-
Total finance costs
792,286
477,132
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
143,542
167,805
Adjustments in respect of prior periods
(108,497)
(172,939)
Total current tax
35,045
(5,134)
Deferred tax
Origination and reversal of timing differences
421,317
673,349
Total tax charge
456,362
668,215
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
2,799,489
3,547,060
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
658,440
673,941
Tax effect of expenses that are not deductible in determining taxable profit
707,502
(131,646)
Gains not taxable
214,684
Permanent capital allowances in excess of depreciation
12,488
-
Depreciation on assets not qualifying for tax allowances
-
25,885
Research and development tax credit
(164,539)
Other non-reversing timing differences
19
Under/(over) provided in prior years
(108,588)
648
Dividend income
(1,553,035)
(150,391)
Other permanent differences
65
Remeasurement of deferred tax for changes in tax rates
37,048
87,075
Other tax adjustments, reliefs and transfers
692,738
283,968
Movement in deferred tax not recognised
9,750
-
Super deduction on enhanced allowance assets
-
(136,614)
Effect of changes to valuations of property
-
(34,861)
Taxation charge
456,362
668,215
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 26 -
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2023
2022
£
£
Deferred tax arising on:
Revaluation of property
-
9,830
10
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
40,000
-
Interim paid
81,000
76,750
121,000
76,750
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
11
Tangible fixed assets
Group
Freehold buildings
Leasehold land and buildings
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
£
Cost
At 1 January 2023
8,846,792
95,253
892
38,894
1,241,052
151,907
16,442
10,124,797
20,516,029
Additions
3,917,207
5,202,016
594,590
9,668
3,420
3,263,637
12,990,538
Disposals
(26,830)
(46,835)
(37,192)
(3,785)
(7,004)
(4,770)
(1,017,547)
(1,143,963)
At 31 December 2023
12,737,169
48,418
892
5,203,718
1,831,857
154,571
15,092
12,370,887
32,362,604
Depreciation and impairment
At 1 January 2023
406,277
56,568
(776)
405,911
73,506
4,058
4,776,684
5,722,228
Depreciation charged in the year
163,567
17,896
513
244,949
38,217
4,333
1,838,623
2,308,098
Eliminated in respect of disposals
(46,835)
(3,785)
(7,004)
(4,770)
(908,242)
(970,636)
At 31 December 2023
569,844
27,629
(263)
647,075
104,719
3,621
5,707,065
7,059,690
Carrying amount
At 31 December 2023
12,167,325
20,789
1,155
5,203,718
1,184,782
49,852
11,471
6,663,822
25,302,914
At 31 December 2022
8,440,515
38,685
1,668
38,894
835,141
78,401
12,384
5,348,113
14,793,801
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
Company
Freehold buildings
Assets under construction
Total
£
£
£
Cost
At 1 January 2023
1,702
1,702
Additions
3,822,733
5,202,016
9,024,749
At 31 December 2023
3,822,733
5,203,718
9,026,451
Depreciation and impairment
At 1 January 2023
Depreciation charged in the year
13,275
13,275
At 31 December 2023
13,275
13,275
Carrying amount
At 31 December 2023
3,809,458
5,203,718
9,013,176
At 31 December 2022
1,702
1,702
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
178,503
Motor vehicles
3,224,945
3,337,421
3,403,448
3,337,421
-
-
12
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 January 2023
2,000,000
-
Additions through external acquisition
1,822,733
-
Disposals
(3,822,733)
-
At 31 December 2023
-
-
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
13
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
On acquisition of subsidiaries
2,047,992
(87,418)
1,960,574
Amortisation and impairment
At 1 January 2023
1,335,522
(36,052)
1,299,470
Amortisation charged for the year
203,563
(4,731)
198,832
At 31 December 2023
1,539,085
(40,783)
1,498,302
Carrying amount
At 31 December 2023
508,907
(46,635)
462,272
At 31 December 2022
712,470
(51,366)
661,104
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
3,148,402
5,392,979
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
5,392,979
Additions
698,239
Impairments
(2,942,816)
At 31 December 2023
3,148,402
Carrying amount
At 31 December 2023
3,148,402
At 31 December 2022
5,392,979
After the year end, ADMP Group Limited and Parker Holdings (SW) Limited were struck off. The investments have been impaired to £Nil in the single company accounts.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Willmott's Transport Limited
Willmott's Business Park, Waterlip, Shepton Mallet, England, BA4 4RN
Ordinary
99.96
-
S & B Transport Limited
Unit 25 Quarry Way Business Park, Waterlip, Shepton Mallet, Somerset, BA4 4RN
Ordinary
85.00
-
Parker Transport (SW) Limited
Willmotts Business Park, Waterlip, Shepton Mallet, England, BA4 4RN
Ordinary
100.00
-
Parker Westfield Limited
Willmotts Business Park, Waterlip, Shepton Mallet, England, BA4 4RN
Ordinary
0
100.00
Stotts Property Limited
Willmott's Business Park, Waterlip, Shepton Mallet, Somerset, BA4 4RN
Ordinary
100.00
-
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Willmott's Transport Limited
6,640,119
2,014,975
S & B Transport Limited
365,845
62,384
Parker Transport (SW) Limited
1,813,547
292,578
Parker Westfield Limited
1
Stotts Property Limited
1
422,733
Parker Transport (SW) Limited, S&B Transport Limited and Stotts Property Limited are exempt from the audit requirements of its individual accounts by virtue of S479A of Companies Act 2006.
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
3,838
-
-
-
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,371,513
5,814,674
457
Amounts owed by group undertakings
-
-
-
14,000
Other debtors
106,028
75,414
92,699
33,725
Prepayments and accrued income
603,615
537,534
63,698
15,630
6,081,156
6,427,622
156,854
63,355
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
656,350
989,392
311,331
46,531
Obligations under finance leases
21
2,076,633
1,733,733
Trade creditors
2,362,936
2,022,454
309,934
Amounts owed to group undertakings
3,601,997
2,694,972
Corporation tax payable
35,135
254,785
4,326
Other taxation and social security
995,095
1,083,842
-
13,537
Other creditors
1,863,041
850,684
704,892
42
Accruals and deferred income
508,694
364,560
37,205
16,000
8,497,884
7,299,450
4,965,359
2,775,408
National Westminster Bank Plc holds a legal charge on freehold property and a floating charge over all moveable plant, machinery, implements, utensils, furniture and equipment.
National Westminster Bank Plc also holds a fixed and floating charge over Stotts Group Limited, ADMP Group Limited and WiIlmott's Transport Limited and including property and assets (present and future), goodwill, uncalled capital, buildings, fixtures and plant and machinery.
Obligations under finance leases are secured against the asset to which they relate.
Other creditors of £938,322 (2022: £583,744) are secured by fixed and floating charges over the assets of the company.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
10,812,184
7,383,234
5,102,036
1,422,878
Obligations under finance leases
21
3,740,447
2,979,969
14,552,631
10,363,203
5,102,036
1,422,878
National Westminster Bank Plc holds a legal charge on freehold property and a floating charge over all moveable plant, machinery, implements, utensils, furniture and equipment.
National Westminster Bank Plc also holds a fixed and floating charge over Stotts Group Limited, ADMP Group Limited and WiIlmott's Transport Limited and including property and assets (present and future), goodwill, uncalled capital, buildings, fixtures and plant and machinery.
Obligations under finance leases are secured against the asset to which they relate.
Amounts included above which fall due after five years are as follows:
Payable by instalments
7,906,250
5,730,172
3,505,476
1,030,008
20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
11,450,858
7,757,117
5,413,367
1,469,409
Bank overdrafts
17,676
615,509
11,468,534
8,372,626
5,413,367
1,469,409
Payable within one year
656,350
989,392
311,331
46,531
Payable after one year
10,812,184
7,383,234
5,102,036
1,422,878
The bank loans are secured by fixed charges over the company's and subsidiary's freehold properties.
Interest rates range from 2.04% to 2.85% over Base Rate and 7.4% and repayment schedules vary between loan agreements, including fixed rate periods.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
21
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
2,076,633
1,733,733
In two to five years
3,740,447
2,929,397
In over five years
50,572
5,817,080
4,713,702
-
-
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
22
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Provision of dilapidations
180,000
180,000
-
-
Movements on provisions:
Provision of dilapidations
Group
£
At 1 January 2023 and 31 December 2023
180,000
The dilapidation provision of £180,000 will be released between December 2024 and December 2031 when the leases terminate.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
23
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
1,965,605
1,553,137
Chargeable gains/(losses)
218,893
209,807
Other timing issues
-
(5,665)
Short term timing differences
(5,901)
-
2,178,597
1,757,279
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
122,664
-
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
1,757,279
-
Charge to profit or loss
421,318
122,664
Liability at 31 December 2023
2,178,597
122,664
24
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
313,776
308,513
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.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
25
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
18
-
3,074.00
-
Granted
-
18
-
3,074.00
Outstanding at 31 December 2023
18
18
3,074.00
3,074.00
Exercisable at 31 December 2023
-
-
-
-
The options outstanding at 31 December 2023 had an exercise price of 3,074.00, and a remaining contractual life of 9 years.
The company has an approved share option scheme for employees of the subsidiary company. The scheme is an equity settled scheme. As at 31 December 2023, the company had granted 18 share options. The options outstanding had an exercise price of £3,074.00 each, and a period ranging from the date of grant to 10 years. As at the year end, 18 options were granted but not exercised and 0 options were lapsed. During the year 0 options were exercised. The share options are exercisable on the share capital of the company. The options vest in the event of an exit.
The company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options at grant date was determined via applying a discount on the exercise price based on the proportion of options estimated to be exercised.
During the year £5,533 was recognised as an expense in the statement of profit or loss, and the total carrying amount at the end of the year for liabilities arising from share-based payment transactions was £11,066.
26
Share capital
Group and company
2023
2022
Ordinary share capital
£
£
Issued and fully paid
56 (2022: 50) Ordinary A shares of £1 each
56
50
0 (2022: 50) Ordinary M shares of £1 each
-
50
56
100
The Ordinary A shares carry the rights to vote at a general meeting, to receive dividend distributions and to receive a return of assets on liquidation or winding up. These shares are non redeemable.
The Ordinary M shares carry the rights to receive dividends, but do not carry the rights to vote at a general meeting and do not carry the rights to receive a return of assets on liquidation or winding up.
During the year, 6 Ordinary A Shares were issued, and 50 Ordinary M Shares were cancelled.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
27
Group reconstruction
During the year, there was a group reconstruction. The shareholdings of Parker Transport (SW) Limited and Willmott's Transport Limited were transferred to Stotts Group Limited, and the intermediary parents Parker Holdings (SW) Limited and ADMP Group Limited were subsequently struck off in 2024. The reconstruction was accounted for as a merger, and the date of the group reconstruction was the 10th November 2023.
In a separate transaction, the group also acquired some assets and liabilities from a related entity via a share for share exchange. This transaction resulted in the associated assets and liabilities being reported on the both the Stotts Group Limited company and group balance sheets, with an Other Reserve being reflected in the group balance sheet representing the value of the net assets acquired.
28
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
1,212,360
1,009,910
-
-
Between two and five years
2,340,514
2,744,471
-
-
In over five years
685,914
882,092
-
-
4,238,788
4,636,473
-
-
29
Capital commitments
Amounts contracted for but not provided in the financial statements:
Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of tangible fixed assets
1,536,548
1,896,380
-
-
30
Events after the reporting date
On the 5 March 2024, ADMP Group Limited and Parker Holdings (SW) Limited were struck off.
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
31
Related party transactions
Summary of transactions with subsidiaries
Where the company has trading transactions and debtor and creditor balances with other wholly owned subsidiaries within the group the company has taken advantage of the exemption from disclosure as consolidated accounts are available.
The following amounts were outstanding at the reporting end date:
Amounts owed to related parties
2023
2022
£
£
Group
Entities over which the group has control, joint control or significant influence
3,601,997
2,694,972
Other related parties
-
639
The following amounts were outstanding at the reporting end date:
Amounts owed by related parties
2022
Balance
£
Group
Entities over which the group has control, joint control or significant influence
14,000
Other related parties
420
32
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Loan
-
39,181
45,649
(84,830)
-
Loan
-
-
32,000
(32,000)
-
Loan
-
33,725
-
(33,725)
-
72,906
77,649
(150,555)
-
33
Controlling party
The ultimate controlling party is Mr A Stott by virtue of 100% ownership of the called up share capital of Stott's Group Limited
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
34
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
2,343,127
2,878,844
Adjustments for:
Taxation charged
456,362
668,215
Finance costs
792,286
477,132
Investment income
(9,528)
(2,292)
Gain on disposal of tangible fixed assets
(116,096)
(218,539)
Fair value gains and losses on foreign exchange contracts and investment properties
-
(750,000)
Amortisation and impairment of intangible assets
198,832
187,349
Depreciation and impairment of tangible fixed assets
2,308,098
1,759,723
(Decrease)/increase in provisions
-
60,000
Movements in working capital:
(Increase) in stocks
(3,838)
-
Decrease in debtors
366,090
630,945
Increase/(decrease) in creditors
1,234,532
(2,745,122)
Cash generated from operations
7,569,865
2,946,255
35
Analysis of changes in net debt
2023
£
Opening net funds/(debt)
Cash and cash equivalents
1,148,216
Loans
(7,757,117)
Obligations under finance leases
(4,713,702)
(11,322,603)
Changes in net debt arising from:
Cash flows of the entity
4,241,627
Acquisition and disposal of subsidiaries
(2,244,577)
New finance leases entered into
(3,047,110)
Other non-cash changes
(2,800,000)
Closing net funds/(debt) as analysed below
(15,172,663)
Closing net funds/(debt)
Cash and cash equivalents
2,095,275
Loans
(11,450,858)
Obligations under finance leases
(5,817,080)
(15,172,663)
STOTTS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
36
Prior period adjustment
The prior year has been adjusted to eliminate £2,844,919 of inter-group sales. This adjustment has no impact on the profit or reserves of the group.
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