Company registration number 10358168 (England and Wales)
SOPRO HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SOPRO HOLDINGS LIMITED
COMPANY INFORMATION
Directors
R J Harlow
R Welmans
Company number
10358168
Registered office
33 Wrotham Road
Sevenoaks
Kent
TN15 8DD
Auditor
PHH Accountancy Limited
Second Floor
3 Liverpool Gardens
BN11 1TF
SOPRO HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 29
SOPRO HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

Sopro Holdings Ltd, the Group, is a marketing technology group, specialising in email outreach for B2B clients. The financial and operational strength of the Group has allowed it to venture into operating an incubator scheme with minority investments in a number of start-up entities.

The turnover for the year was £15.1m compared to £15.3m for the year ended 31st December 2022. Gross profit for the year was consistent at £14.8m compared to £14.8m for the year ended 31 December 2022. The relatively flat performance reflected some challenging market conditions and wider economic outlook.

Principal risks and uncertainties

The Group is exposed to the risk of rapid technological change, which includes changes in use, customer requirements and services, new technologies and the emergence of new industry standards and practices. To remain competitive the Group must ensure continued product improvement and the development of new markets. This may adversely impact the revenues and profitability of the Group.

The current and potential competitors include other software and technology companies operating in similar business areas. Competition may take the form of similar or entirely different technologies and products to those pursued by the Group. There can be no assurance that they will not succeed in developing products more effectively or economically than the Group, however this could also be seen as an opportunity for the Group.

Credit risk from trade receivables is managed through credit checks, assigning new clients an arrears or advanced invoicing status and engagement of regular credit control activity. Liquidity risk is managed via updated weekly cashflow forecasts and planning around key financial obligations.

Development and performance

During 2023 the Group invested in research and development in order to continue improvements in technology and efficiency for existing products, whilst also working on new services. The Group has expanded the email outreach offering to include a number of other channels which it continues to optimize and integrate within the existing and new client base. The Group continues to work with a number of incubator investment entities, leveraging the Group’s expertise to support their early stage growth.

 

On behalf of the board

R J Harlow
R Welmans
Director
Director
20 August 2024
SOPRO HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

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

Principal activities

The principal activity of the company and group continued to be that of information technology consultancy activities.

Results and dividends

The results for the year are set out on page 8.

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

Directors

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

 

R J Harlow

R Welmans

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
R J Harlow
R Welmans
Director
Director
20 August 2024
SOPRO HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

 

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

 

 

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

SOPRO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOPRO HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Sopro Holdings 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 statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Emphasis of matter

The financial statements for the previous period (year ended 31 December 2022) have not been audited.

However we have obtained sufficient appropriate audit evidence that the opening balances do not contain misstatements that materially affect the current period’s financial statements.

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

SOPRO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SOPRO HOLDINGS LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

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.

 

 

SOPRO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SOPRO HOLDINGS LIMITED
- 6 -

We obtained an understanding of the legal and regulatory frameworks applicable to the company in the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006 and UK Corporate Taxation Laws.

 

We obtained an understanding of how the company is compliant with those legal and regulatory frameworks be making enquiries to the management.

 

We assessed the susceptibility of the company's financial statements to material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. Audit procedures were performed by the engagement team, including:

 

 

 

 

 

 

Audit response to risks identified

 

Our procedures to respond to risks identified included the following:

 

 

 

 

 

 

Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.A39-5

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

SOPRO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SOPRO HOLDINGS LIMITED
- 7 -

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.

Matthew Pedder BA(Hons) FCA
For and on behalf of
20 August 2024
PHH Accountancy Limited
Chartered Accountants
Statutory Auditor
Second Floor
3 Liverpool Gardens
Worthing
West Sussex
BN11 1TF
SOPRO HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
15,105,093
15,250,337
Cost of sales
(217,465)
(418,814)
Gross profit
14,887,628
14,831,523
Administrative expenses
(15,221,804)
(13,847,202)
Other operating income
122,233
113,802
Operating (loss)/profit
4
(211,943)
1,098,123
Interest payable and similar expenses
6
(21,130)
(12,333)
Amounts written off investments
7
(598)
(698)
(Loss)/profit before taxation
(233,671)
1,085,092
Tax on (loss)/profit
8
(3,035)
73,069
(Loss)/profit for the financial year
(236,706)
1,158,161
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
SOPRO HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
£
£
(Loss)/profit for the year
(236,706)
1,158,161
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(236,706)
1,158,161
Total comprehensive income for the year is all attributable to the owners of the parent company.
SOPRO HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
9
1,066
2,133
Tangible assets
10
451,626
626,297
Investments
11
400,181
400,181
852,873
1,028,611
Current assets
Debtors
14
1,960,852
2,799,568
Cash at bank and in hand
2,157,875
2,116,610
4,118,727
4,916,178
Creditors: amounts falling due within one year
15
(1,422,675)
(2,036,607)
Net current assets
2,696,052
2,879,571
Total assets less current liabilities
3,548,925
3,908,182
Creditors: amounts falling due after more than one year
16
(152,075)
(253,960)
Provisions for liabilities
Deferred tax liability
18
53,664
74,330
(53,664)
(74,330)
Net assets
3,343,186
3,579,892
Capital and reserves
Called up share capital
20
3
3
Profit and loss reserves
3,343,183
3,579,889
Total equity
3,343,186
3,579,892

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 20 August 2024 and are signed on its behalf by:
20 August 2024
R J Harlow
R Welmans
Director
Director
Company registration number 10358168 (England and Wales)
SOPRO HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
11
404,610
404,610
Current assets
Debtors
14
1,122,847
1,754,380
Cash at bank and in hand
53,561
26,669
1,176,408
1,781,049
Creditors: amounts falling due within one year
15
(1,315,181)
(3,681,264)
Net current liabilities
(138,773)
(1,900,215)
Total assets less current liabilities
265,837
(1,495,605)
Creditors: amounts falling due after more than one year
16
(14,167)
(24,167)
Net assets/(liabilities)
251,670
(1,519,772)
Capital and reserves
Called up share capital
20
3
3
Profit and loss reserves
251,667
(1,519,775)
Total equity
251,670
(1,519,772)

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 £1,771,442 (2022 - £276,338 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 20 August 2024 and are signed on its behalf by:
20 August 2024
R J Harlow
R Welmans
Director
Director
Company registration number 10358168 (England and Wales)
SOPRO HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1
2,421,730
2,421,731
Year ended 31 December 2022:
Profit and total comprehensive income
-
1,158,161
1,158,161
Bonus issue of shares
20
-
0
(2)
(2)
Other movements
2
-
2
Balance at 31 December 2022
3
3,579,889
3,579,892
Year ended 31 December 2023:
Loss and total comprehensive income
-
(236,706)
(236,706)
Balance at 31 December 2023
3
3,343,183
3,343,186
SOPRO HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1
(1,243,436)
(1,243,435)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(276,337)
(276,337)
Bonus issue of shares
20
-
0
(2)
(2)
Other movements
2
-
2
Balance at 31 December 2022
3
(1,519,775)
(1,519,772)
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,771,442
1,771,442
Balance at 31 December 2023
3
251,667
251,670
SOPRO HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
86,406
407,602
Interest paid
(21,130)
(12,333)
Income taxes refunded/(paid)
101,136
(141,654)
Net cash inflow from operating activities
166,412
253,615
Investing activities
Purchase of tangible fixed assets
(22,879)
(429,255)
Proceeds from disposal of tangible fixed assets
215
-
Proceeds from disposal of investments
(598)
(205,338)
Income received from investments
-
0
(200,000)
Net cash used in investing activities
(23,262)
(834,593)
Financing activities
Repayment of bank loans
(55,454)
(11,288)
Payment of finance leases obligations
(46,431)
166,375
Net cash (used in)/generated from financing activities
(101,885)
155,087
Net increase/(decrease) in cash and cash equivalents
41,265
(425,891)
Cash and cash equivalents at beginning of year
2,116,610
2,542,501
Cash and cash equivalents at end of year
2,157,875
2,116,610
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Sopro Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of Sopro Holdings 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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

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

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

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.

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Sopro Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

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

1.5
Turnover

Turnover 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.6
Intangible fixed assets other than goodwill

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

 

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

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

Intelectual property
20% straight line per annum
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold land and buildings
20% straight line per annum
Plant and equipment
25% straight line per annum
Fixtures and fittings
25% straight line per annum
Computers
25% straight line per annum
Motor vehicles
20% straight line per annum

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

1.8
Fixed asset investments

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

 

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

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

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

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.

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
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.

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.11
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.

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.

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
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.

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.

1.12
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.

1.13
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.

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Deferred tax

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

 

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

1.14
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.

1.15
Retirement benefits

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

1.16
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 assets 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.

2
Judgements and key sources of estimation uncertainty

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

 

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

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Marketing Solutions
14,959,941
15,125,098
Technical Services
145,152
125,239
15,105,093
15,250,337
2023
2022
£
£
Turnover analysed by geographical market
UK
9,890,216
9,923,742
Europe
2,639,119
2,547,359
North America
2,139,576
2,127,821
Rest of World
436,182
651,415
15,105,093
15,250,337
4
Operating (loss)/profit
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging:
Exchange losses
350,951
4,772
Fees payable to the group's auditor for the audit of the group's financial statements
10,500
-
Depreciation of owned tangible fixed assets
196,942
156,363
Loss on disposal of tangible fixed assets
393
-
Amortisation of intangible assets
1,067
1,067
Operating lease charges
541,307
453,098
5
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
302
279
2
2
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
9,590,736
8,438,395
-
0
-
0
Social security costs
557,725
552,845
-
-
Pension costs
9,594
-
0
-
0
-
0
10,158,055
8,991,240
-
0
-
0
6
Interest payable and similar expenses
2023
2022
£
£
Interest on finance leases and hire purchase contracts
21,130
12,333
7
Amounts written off investments
2023
2022
£
£
Other gains and losses
(598)
(698)
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(143,155)
(300,602)
Adjustments in respect of prior periods
(202)
-
0
Total UK current tax
(143,357)
(300,602)
Foreign current tax on profits for the current period
167,058
166,037
Total current tax
23,701
(134,565)
Deferred tax
Origination and reversal of timing differences
(20,666)
61,496
Total tax charge/(credit)
3,035
(73,069)
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Taxation
(Continued)
- 24 -

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

2023
2022
£
£
(Loss)/profit before taxation
(233,671)
1,085,092
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(58,418)
206,167
Tax effect of expenses that are not deductible in determining taxable profit
45,062
8,314
Unutilised tax losses carried forward
89,289
62,366
Permanent capital allowances in excess of depreciation
12,836
(6,243)
Research and development tax credit
(143,155)
(291,503)
Effect of overseas tax rates
167,058
(113,666)
Under/(over) provided in prior years
(202)
-
0
Research and development tax losses utilised
(88,769)
-
0
Deferred tax movement
(20,666)
61,496
Taxation charge/(credit)
3,035
(73,069)
9
Intangible fixed assets
Group
Intelectual property
£
Cost
At 1 January 2023 and 31 December 2023
181,334
Amortisation and impairment
At 1 January 2023
179,201
Amortisation charged for the year
1,067
At 31 December 2023
180,268
Carrying amount
At 31 December 2023
1,066
At 31 December 2022
2,133
Company
Intelectual property
£
Cost
At 1 January 2023 and 31 December 2023
176,000
Amortisation and impairment
At 1 January 2023 and 31 December 2023
176,000
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Intangible fixed assets
(Continued)
- 25 -
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
10
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2023
6,469
73,004
213,094
351,392
218,495
862,454
Additions
-
0
1,300
-
0
21,579
-
0
22,879
Disposals
-
0
-
0
-
0
(715)
-
0
(715)
At 31 December 2023
6,469
74,304
213,094
372,256
218,495
884,618
Depreciation and impairment
At 1 January 2023
539
37,186
49,536
127,046
21,850
236,157
Depreciation charged in the year
1,503
12,231
33,623
105,886
43,699
196,942
Eliminated in respect of disposals
-
0
-
0
-
0
(107)
-
0
(107)
At 31 December 2023
2,042
49,417
83,159
232,825
65,549
432,992
Carrying amount
At 31 December 2023
4,427
24,887
129,935
139,431
152,946
451,626
At 31 December 2022
5,930
35,818
163,558
224,346
196,645
626,297
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
11
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Unlisted investments
400,181
400,181
404,610
404,610
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023 and 31 December 2023
400,181
Carrying amount
At 31 December 2023
400,181
At 31 December 2022
400,181
Movements in fixed asset investments
Company
Investments
£
Cost or valuation
At 1 January 2023 and 31 December 2023
404,610
Carrying amount
At 31 December 2023
404,610
At 31 December 2022
404,610
12
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
Sopro Dooel
Macedonia
Ordinary
100.00
Sopro Solutions
Serbia
Ordinary
100.00
Sopro LLC
US
Ordinary
100.00
Prospect Global Ltd
UK
Ordinary
100.00
13
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
400,181
400,181
404,610
404,610
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,501,754
1,901,941
141,549
60,224
Corporation tax recoverable
143,155
300,602
-
0
-
0
Amounts owed by group undertakings
-
-
858,643
1,482,830
Other debtors
145,708
294,682
76,000
76,000
Prepayments and accrued income
170,235
302,343
46,655
135,326
1,960,852
2,799,568
1,122,847
1,754,380
15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
17
55,455
55,455
10,000
10,000
Obligations under finance leases
46,430
46,430
-
0
-
0
Trade creditors
86,904
119,033
330
24,062
Amounts owed to group undertakings
-
0
-
0
980,952
2,924,371
Corporation tax payable
872
33,482
-
0
-
0
Other taxation and social security
568,435
667,139
309,985
517,587
Other creditors
96,240
325,100
2,976
3,378
Accruals and deferred income
568,339
789,968
10,938
201,866
1,422,675
2,036,607
1,315,181
3,681,264
16
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
17
78,561
134,015
14,167
24,167
Obligations under finance leases
73,514
119,945
-
0
-
0
152,075
253,960
14,167
24,167
SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
17
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
134,016
189,470
24,167
34,167
Payable within one year
55,455
55,455
10,000
10,000
Payable after one year
78,561
134,015
14,167
24,167

The above loan relates to a Coronavirus Business Interruption Loan which has limited security over the company's assets. Interest is charged on the loan at a rate of 2.50% per annum over the Bank of England Base rate.

18
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
53,664
74,330
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
74,330
-
Credit to profit or loss
(20,666)
-
Liability at 31 December 2023
53,664
-

The deferred tax liability set out above is expected to reverse within 48 months and relates to accelerated capital allowances that are expected to mature within the same period.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
9,594
-

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.

SOPRO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
20
Share capital
Company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £0.000001 each
3,000,000
3,000,000
3
3
Ordinary B shares of £0.000001 each
157,894
157,894
-
-

The value of share capital at the year end was £3.15 (2022 - £3.15), this has been rounded to the nearest whole number on the share capital note above.

21
Cash generated from group operations
2023
2022
£
£
(Loss)/profit for the year after tax
(236,706)
1,158,161
Adjustments for:
Taxation charged/(credited)
3,035
(73,069)
Finance costs
21,130
12,333
Loss on disposal of tangible fixed assets
393
-
Amortisation and impairment of intangible assets
1,067
1,067
Depreciation and impairment of tangible fixed assets
196,942
156,392
Other gains and losses
598
698
Movements in working capital:
Decrease in debtors
681,269
835,729
Decrease in creditors
(581,322)
(1,683,709)
Cash generated from operations
86,406
407,602
22
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
2,116,610
41,265
2,157,875
Borrowings excluding overdrafts
(189,470)
55,454
(134,016)
Obligations under finance leases
(166,375)
46,431
(119,944)
1,760,765
143,150
1,903,915
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 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