Company registration number 04631034 (England and Wales)
ON DIRECT BUSINESS SERVICES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ON DIRECT BUSINESS SERVICES LIMITED
COMPANY INFORMATION
Directors
B Raynes
J S Hall
Secretary
Speafi Secretarial Limited
Company number
04631034
Registered office
1 London Street
Reading
Berkshire
United Kingdom
RG1 4QW
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
ON DIRECT BUSINESS SERVICES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 26
ON DIRECT BUSINESS SERVICES 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 business
On Direct Business Services Ltd, trading as Cloud Direct, helps organisations modernise and manage their business technologies so they can grow better. We are a cloud services provider specializing in Microsoft Public Cloud solutions, including Microsoft Azure, Microsoft 365, as well as data and security services. Cloud Direct is a certified Azure Expert Managed Services Provider and holds multiple Microsoft Advanced Specialization accreditations.
We have consistently expanded our public cloud offerings, achieving growth through both our existing customer base and by acquiring new, mid-market clients. Our deepening relationship with Microsoft has led to an increase in commercial opportunities, both one-time and recurring monthly revenues, which complements our own organic lead generation efforts.
Integration and Global delivery
We have successfully completed the decommissioning of legacy capital-intensive infrastructure and systems inherited from previous acquisitions, resulting in reduced costs and a more agile investment strategy. This allows us to allocate more capital and resources towards expanding our core cloud services.
Our investment in the Cape Town-based service centre continues, with ongoing enhancements to our 24/7 support and managed services for specialist cloud and hybrid cloud environments.
Principal risks and uncertainties
The principal risks facing the Company are as follows:
Dependency on key senior managers — The leadership of the business relies on several senior managers. To mitigate this risk, we have a rigorous selection process combined with incentive schemes, training and development, and succession planning.
Credit Risk — The Directors consider the Company is exposed to minimal credit risk, given the spread of customers in terms of size and industry. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit. At the balance sheet date, the Directors consider that there was no significant concentration of credit risk.
Business Model
Our business model centres on modernising and managing critical technologies within organisations to support their growth. This approach enables us to generate income from both Professional Services and from recurring Managed Services.
ON DIRECT BUSINESS SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators
The most relevant indicators for the Company:
Gross Profit: 34% (2022: 36%*)
Operating Profit: £913,066 (2022: £181,020*)
Net Loss: £530,090 (2022: Profit £2,072,005)
Customer Net Promoter Score: 82% (2022: 84%)
Recurring Revenue: 87% (2022: 88%)
* Excludes non-recurring profits related to disposal of non-cloud legacy licensing.
B Raynes
Director
25 June 2024
ON DIRECT BUSINESS SERVICES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of providing professional data management services to businesses.
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 final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
B Raynes
J S Hall
Auditor
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.
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 company’s auditor 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 company’s auditor is aware of that information.
On behalf of the board
B Raynes
Director
25 June 2024
ON DIRECT BUSINESS SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ON DIRECT BUSINESS SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ON DIRECT BUSINESS SERVICES LIMITED
- 5 -
Opinion
We have audited the financial statements of On Direct Business Services Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 December 2023 and of its loss 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
ON DIRECT BUSINESS SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ON DIRECT BUSINESS SERVICES LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor'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.
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.
ON DIRECT BUSINESS SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ON DIRECT BUSINESS SERVICES LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Adam East ACA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
26 June 2024
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
ON DIRECT BUSINESS SERVICES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
29,281,023
25,971,588
Cost of sales
(19,301,530)
(14,779,953)
Gross profit
9,979,493
11,191,635
Administrative expenses
(9,066,427)
(8,245,763)
Operating profit
4
913,066
2,945,872
Interest receivable and similar income
7
40,534
2,090
Interest payable and similar expenses
8
(1,483,690)
(1,331,696)
(Loss)/profit before taxation
(530,090)
1,616,266
Tax on (loss)/profit
9
455,739
(Loss)/profit for the financial year
(530,090)
2,072,005
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ON DIRECT BUSINESS SERVICES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
595,466
Other intangible assets
10
114,445
91,612
Total intangible assets
114,445
687,078
Tangible assets
11
94,924
75,444
Investments
12
3,424,531
3,424,531
3,633,900
4,187,053
Current assets
Stocks
14
45,618
11,166
Debtors
15
9,115,851
8,552,043
Cash at bank and in hand
2,888,591
1,638,594
12,050,060
10,201,803
Creditors: amounts falling due within one year
16
(16,041,216)
(14,216,022)
Net current liabilities
(3,991,156)
(4,014,219)
Total assets less current liabilities
(357,256)
172,834
Creditors: amounts falling due after more than one year
17
(14,413,174)
(14,413,174)
Net liabilities
(14,770,430)
(14,240,340)
Capital and reserves
Called up share capital
21
1,058
1,058
Share premium account
2,637,765
2,637,765
Capital redemption reserve
70
70
Profit and loss reserves
(17,409,323)
(16,879,233)
Total equity
(14,770,430)
(14,240,340)
The financial statements were approved by the board of directors and authorised for issue on 25 June 2024 and are signed on its behalf by:
B Raynes
Director
Company Registration No. 04631034
ON DIRECT BUSINESS SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
1,058
2,637,765
70
(18,951,238)
(16,312,345)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
2,072,005
2,072,005
Balance at 31 December 2022
1,058
2,637,765
70
(16,879,233)
(14,240,340)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(530,090)
(530,090)
Balance at 31 December 2023
1,058
2,637,765
70
(17,409,323)
(14,770,430)
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
On Direct Business Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 London Street, Reading, Berkshire, United Kingdom, RG1 4QW. The principal place of business is Cambridge House, Henry Street, Bath, BA1 1BT.
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.
This 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
On Direct Business Services Limited is a wholly owned subsidiary of On Direct Group Limited and the results of On Direct Business Services Limited are included in the consolidated financial statements of On Direct Group Limited which are available from 1 London Street, Reading, United Kingdom, RG1 4QW.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
Since the beginning of the new financial year and despite the current market conditions, the company has generated operating profits (before depreciation and amortisation charges) and has seen improvements in its overall ability to convert current revenue recognised into cash. Debt funders of existing loans have been supportive with interest deferrals. Interest payments have subsequently restarted. No material capital redemption on these loans is due within 12 months of the date of these financial statements.true
In assessing the going concern position of the company for the year ended 31 December 2023 the directors have considered the company’s cash flows, liquidity and likely business activities over a period of over 12 months from the date of approval of the financial statements. At the time of this review in June 2024 there was sufficient cash available for operations.
The company has a diversified client base of corporate clients, with no concentration of risk into any one particular sector. As a result of this, the base case and downsides scenarios applied by the directors in their assessment of going concern shows that the company will have adequate resources to continue in operational existence for the next 12 months.
The directors have also considered a reverse stress test to identify the downside sensitivity assumptions which would need to arise in order for the business to need additional funding to continue in operation. Having identified and considered these assumptions, and after taking into consideration potential mitigating actions that the directors could take, including right sizing the cost base to reflect the potential trading downturn and the deferral of non-contractual payments, the directors have concluded that such a scenario is not plausible.
For these reasons, the directors continue to believe that it is appropriate to continue to adopt a going concern basis for the preparation of the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for 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.
Service income is recognised over the period of the service contract in accordance with generally accepted accounting principles.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.4
Intangible fixed assets - goodwill
Goodwill consists of amounts relating to the excess in consideration for the purchase of the trade and assets of Connect Support Services Limited on 26 January 2017.
This is being amortised evenly over its estimated useful life of five years.
Goodwill also consists of the excess in consideration over the net assets acquired of the following entities which have been hived up into the company:
Entity Date of hive up
Datel Business Services Limited 29 April 2015
Redblade Limited 1 January 2017
iHotDesk Holdings Limited 1 January 2017
Data Continuity Group Limited 1 March 2018
AlwaysON Group Limited 1 June 2018
Ezis Limited 1 March 2019
S3 Consulting Limited 31 December 2020
Unit IT Limited 31 December 2023
These items are being amortised evenly over their estimated useful lives of five years.
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.
1.5
Intangible fixed assets other than goodwill
Website and software development costs are initially measured at cost. They are recognised as intangible fixed assets only if all of the following conditions are met:
an asset is created that can be identified;
it is probable that the asset will generate future economic benefits which is demonstrable; and
the development costs can be measured reliably.
After initial recognition, website and software development costs are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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:
Computer software
50% on cost
Development costs
50% on cost
Research and development
Expenditure on research and on development costs not meeting the conditions for capitalisation are written off in the year in which they are incurred.
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.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
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:
Plant and machinery
33% on cost
Fixtures and fittings
33% on cost
Office equipment
33% on cost
Motor vehicles
25% on cost
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 credited or charged to profit or loss.
1.7
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8
Impairment of fixed assets
At each reporting period end date, the company 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.
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.
1.9
Stocks
Stocks are valued at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis after making due allowance for obsolete and slow moving items.
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.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.11
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off 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 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 company 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 company after deducting all of its liabilities.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans , 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
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 company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company 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 company.
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 company’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 when the company has 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.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.
1.16
Leases
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 leases asset are consumed.
1.17
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other 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.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
28,167,488
22,048,362
Europe
814,368
745,380
Rest of the World
299,167
3,177,846
29,281,023
25,971,588
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 18 -
2023
2022
£
£
Other revenue
Interest income
40,534
2,090
The turnover is attributable to the one principal activity of the company.
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
69,569
122,717
Fees payable to the company's auditor for the audit of the company's financial statements
33,226
18,962
Depreciation of owned tangible fixed assets
73,264
103,926
Profit on disposal of tangible fixed assets
-
(3,133)
Amortisation of intangible assets
664,340
810,168
Loss on disposal of intangible assets
2,231
-
Operating lease charges
284,282
412,051
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Directors
3
2
Management
5
4
Sales
13
14
Finance and administration
5
9
Professional services
15
17
Systems and development
3
5
Marketing
8
4
Service and support
85
82
Pre-sales
4
-
Total
141
137
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 19 -
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
6,017,231
5,711,901
Social security costs
423,316
434,039
Pension costs
368,751
279,105
6,809,298
6,425,045
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
251,814
247,384
Company pension contributions to defined contribution schemes
25,500
22,830
277,314
270,214
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
202,092
184,051
Company pension contributions to defined contribution schemes
25,500
22,830
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
40,534
2,090
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
1,425,710
1,271,959
Other interest on financial liabilities
725
2,482
Other interest
57,255
57,255
1,483,690
1,331,696
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
9
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
1,785
Deferred tax
Origination and reversal of timing differences
(457,524)
Total tax charge/(credit)
(455,739)
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
(530,090)
1,616,266
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(124,571)
307,091
Tax effect of expenses that are not deductible in determining taxable profit
362,122
257,824
Tax effect of income not taxable in determining taxable profit
(9,525)
(595)
Tax effect of utilisation of tax losses not previously recognised
(374,163)
(727,007)
Adjustments in respect of prior years
1,785
Permanent capital allowances in excess of depreciation
(9,983)
8,734
Amortisation on assets not qualifying for tax allowances
156,120
153,932
Non trade loan relationship credits taxable
21
Deferred tax on losses
(457,524)
Taxation charge/(credit) for the year
-
(455,739)
Factors that affect tax charges
As part of Budget 2021 on 3 March 2021, it was announced that the UK corporation tax rate will increase to 25% from 1 April 2023. This change was substantively enacted on 24 May 2021. Prior to this change, the corporation tax rate was 19%. The effect on the company of this change has been reflected in the company's financial statements in the financial year as appropriate.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Intangible fixed assets
Goodwill
Computer software
Development costs
Total
£
£
£
£
Cost
At 1 January 2023
11,080,125
329,685
119,353
11,529,163
Additions
93,938
93,938
Disposals
(5,355)
(5,355)
At 31 December 2023
11,080,125
418,268
119,353
11,617,746
Amortisation and impairment
At 1 January 2023
10,484,659
238,073
119,353
10,842,085
Amortisation charged for the year
595,466
68,874
664,340
Disposals
(3,124)
(3,124)
At 31 December 2023
11,080,125
303,823
119,353
11,503,301
Carrying amount
At 31 December 2023
114,445
114,445
At 31 December 2022
595,466
91,612
687,078
11
Tangible fixed assets
Plant and machinery
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
7,396
80,513
602,136
33,155
723,200
Additions
6,207
86,537
92,744
At 31 December 2023
7,396
86,720
688,673
33,155
815,944
Depreciation and impairment
At 1 January 2023
7,396
80,513
526,692
33,155
647,756
Depreciation charged in the year
403
72,861
73,264
At 31 December 2023
7,396
80,916
599,553
33,155
721,020
Carrying amount
At 31 December 2023
5,804
89,120
94,924
At 31 December 2022
75,444
75,444
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
12
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
13
3,424,531
3,424,531
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
AlwaysON Group Limited
United Kingdom
Dormant
Ordinary shares
100.00
Ezis Limited
United Kingdom
Dormant
Ordinary shares
100.00
iHotDesk Holdings Limited
United Kingdom
Dormant
Ordinary shares
100.00
Redblade Limited
United Kingdom
Dormant
Ordinary shares
100.00
S3 Consulting Limited
United Kingdom
Dormant
Ordinary shares
100.00
Unit IT (Pty) Limited
South Africa
Data management services
Ordinary shares
100.00
Unit IT Limited
United Kingdom
Data management services
Ordinary shares
100.00
14
Stocks
2023
2022
£
£
Finished goods and goods for resale
45,618
11,166
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
3,019,769
3,654,469
Amounts owed by group undertakings
231,021
291,950
Other debtors
927,467
583,773
Prepayments and accrued income
2,669,144
1,753,401
6,847,401
6,283,593
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 19)
2,268,450
2,268,450
Total debtors
9,115,851
8,552,043
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
16
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
5,191,334
3,769,663
Amounts owed to group undertakings
7,721,960
7,784,820
Taxation and social security
673,064
428,861
Other creditors
671,538
819,211
Accruals and deferred income
1,783,320
1,413,467
16,041,216
14,216,022
Included within other creditors is deferred consideration in respect of subsidiary undertakings acquired totalling £610,539 (2022: £760,539 ).
17
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Debenture loans
18
14,413,174
14,413,174
18
Loans and overdrafts
2023
2022
£
£
Debenture loans
14,413,174
14,413,174
Payable after one year
14,413,174
14,413,174
The company and its subsidiary undertakings are party to an omnibus guarantee and set-off agreement given to Santander UK plc in respect of group overdraft facilities, dated 21 May 2014. The total level of indebtedness at the year end amounted to £Nil.
The debenture loans are secured as follows:
The group has registered fixed and floating charges over its assets with Roger Guy, dated 1 June 2018, 21 September 2021 and 7 August 2023.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£
£
Tax losses
2,268,450
2,259,018
Depreciation in excess of capital allowances
-
9,432
2,268,450
2,268,450
There were no deferred tax movements in the year.
Deferred tax on losses represent tax losses that are expected to unwind against the company's future trading profits on ordinary activities. The directors have considered the likelihood of these losses being reversed and conclude that the company will be profitable in future years to utilise these losses.
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
368,751
279,105
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions amounting to £42,393 (2022: £24,583) were payable to the scheme and are included in creditors.
21
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
105,769
105,769
1,058
1,058
Each ordinary share carries one vote, an equal right to dividends and capital (including on a winding up) and is not redeemable.
22
Reserves
Retained earnings includes all current and prior period retained profits and losses.
Share premium includes any premiums in excess of par received on the issue of share capital.
The capital redemption reserve includes amounts transferred upon redemption of the company's own shares.
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
23
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
293,594
165,964
Between two and five years
1,089,041
484,106
In over five years
22,342
1,382,635
672,412
24
Related party transactions
Transactions with related parties
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Purchases
Purchases
2023
2022
£
£
Crayon Group AS
460
207,590
Service charges receivable
2023
2022
£
£
Crayon Group AS
-
660,363
25
Directors' transactions
Description
% Rate
Opening balance
Closing balance
£
£
B Raynes - Advances
-
9,980
9,980
9,980
9,980
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
26
Ultimate parent company
The company is a wholly owned subsidiary undertaking of On Direct Group Limited which is the ultimate parent company incorporated in England and Wales.
The smallest and largest group in which the results of the company are consolidated is that headed by On Direct Group Limited. No other group financial statements include the results of the company. The consolidated financial statements of the group can be obtained from Cambridge House, Henry Street, Bath, BA1 1BT.
.
27
Ultimate Controlling Party
The directors consider there is no ultimate controlling party in either the current or preceding years.
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