Company registration number 12430617 (England and Wales)
WITHANI LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
WITHANI LIMITED
COMPANY INFORMATION
Directors
P Kenny
P A Marsden
D M Shavick
P Smart
T Steer
A Thomas
Company number
12430617
Registered office
1st Floor
Gallery Court
28 Arcadia Avenue
London
N3 2FG
Auditor
Taylor Associates
1st Floor
Gallery Court
28 Arcadia Avenue
London
N3 2FG
WITHANI LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 6
Chairman's report
7
Independent auditor's report
8 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
15
Company statement of changes in equity
14
Group statement of cash flows
17
Company statement of cash flows
16
Notes to the financial statements
18 - 31
WITHANI LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Business Review

The principal activity of the group continued to be that of computer software development, complemented by provision of related consultancy and training services.

The directors are satisfied with the results for the year. The key financial highlights are as follows:

 

2023 £k

2022 £k

2021 £k

2020 £k

Turnover

36,398

37,125

29,159

16,572

Gross profit

3,908

5,512

4,643

2,514

Operating profit

1,002

1,021

1,077

(643)

 

Principle Risks and Uncertainties

The group’s principal financial instruments comprise bank balances, trade creditors and trade debtors, the main purpose of which is to finance the group’s operations. Due to the nature of these instruments, there is no exposure to price risk.

In respect of bank balances liquidity risk is managed by ensuring that sufficient funds are held on an instant access basis to cover forthcoming cashflow requirements.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the terms of credit offered to customers and regular monitoring of the amounts outstanding for both time and credit limits. Trade creditors’ liquidity risk is managed by ensuring that sufficient funds are available at the bank to meet amounts that will fall due.

The group’s main trading risk is, as every year, the ongoing identification of organisations who wish to consume our services. The group has a dedicated sales team whose main function is of course to address this risk. A further risk is maintaining the ability to attract and retain talented staff capable of delivering our services effectively.

Softwire remains in a good financial position.

Employee Involvement

The group is committed to providing equality of opportunity to all employees without discrimination and applying fair and equitable employment policies which ensure entry to and progression within the group.

Appointments are determined solely by application of job criteria and competency.

Environmental Policy

The quality of the environment in which we live is an important concern for the group and its employees and the group aims to minimise adverse impacts on the environment wherever this is practical. The group complies with all laws and regulations relating to the environment, in many cases exceeding their minimum requirements.

The group has budgeted to offset all carbon emissions it was responsible for during 2022 (including allowances for upstream and downstream emissions) as part of its ongoing Net Zero strategy, focussing on high-quality carbon capture schemes to maximise impact.

The group offers employees the option to purchase carbon offsets from their annual profit share, and a matching scheme for offsets purchased in this way. In total, in 2023 the Softwire group (and its employees via the aforesaid scheme) spent £204,755 on high-quality carbon capture in pursuit of our ambitious Net Zero strategy.

Donations

During the year the group made charitable donations in a total amount of around £40,621, and additionally provided paid employee volunteering days for charitable purposes at a cost of £27,347. The company also delivered pro bono work with an equivalent cost of £132,100.

WITHANI LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Future Developments

2023 was a year of consolidation for Softwire, bedding in our increased headcount from growth in the previous year whilst facing a general slowdown in market activity. Indications for 2024 are positive and we are well-placed to exploit the awakening market.

Recently we have found ourselves increasingly able to exploit our expertise in AI and machine learning and expect this trend to continue.

 

On behalf of the board

T Steer
Director
10 September 2024
WITHANI 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 group continued to be that of computer software development, complemented by provision of related consultancy and training services.

Results and dividends

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

Ordinary dividends were paid amounting to £867,000. 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:

P Kenny
P A Marsden
D M Shavick
P Smart
T Steer
A Thomas
Research and development

The group continues to be involved in developing innovative technical and business solutions for our clients. Additionally we have invested time in developing solutions that can be sold to, or in conjunction with our clients, and go to market activity will commence in 2023 for a number of these.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

WITHANI LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Employee engagement

The board have taken the following steps to engage with the employees of the company during 2023:

Softwire’s people and culture department puts significant time, effort and investment into improving employee experience and ensuring that employee interests are represented in decision making.

Examples of Softwire having regard for employees when making decisions in 2023 include:

Business relationships

Customer relationships have continued to be key to our success. Our client strategy organised our clients into three distinct but complimentary portfolios, broadly aligned to industry sectors.

We assigned a Director to own each portfolio with the overall responsibility for client success against KPIs of:

Each key client has a governance team of Portfolio Director, Account Manager, and Capability Principal. They meet the client stakeholders regularly. A key goal is to identify further opportunities to solve business problems for our clients.

All of the above inputs feed into our management information from which we make decisions related to sales, cost of sales and resourcing decisions, as well as account management activity.

Softwire makes use of partners to supply specialist resource in support of our services.

WITHANI LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Future developments

2023 was a year of consolidation for Softwire, bedding in our increased headcount from growth in the previous year whilst facing a general slowdown in market activity. Indications for 2024 are positive and we are well-placed to exploit the awakening market.

Recently we have found ourselves increasingly able to exploit our expertise in AI and machine learning and expect this trend to continue.

Auditor

In accordance with the company's articles, a resolution proposing that Taylor Associates be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

As above the group has included in its 2024 budget, purchase of high-quality carbon capture offsets for all 2023 emissions (including upstream and downstream).

In 2023 the group’s position was:

Health and Safety

There is an ongoing process to manage health and safety risks within the Group, with a nominated board member accountable for this function, delegated to a Health and Safety Manager and per-site safety officers. Health and Safety matters are reviewed by the board monthly via a standing board agenda item. The board is ultimately accountable for health and safety within the group and for the review and efficacy of the health and safety process (although this cannot be an absolute assurance against incidents).

A risk assessment process ensures that company events undergo risk assessment, overseen by the Health and Safety Manager. In relation to health and safety risks associated with BAU practice (e.g. RSI), the group performs regular desk and ergonomic assessments of employee working conditions and operates an accident book system in all locations.

There were no material health and safety incidents in 2023.

 

WITHANI LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

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

On behalf of the board
T Steer
Director
10 September 2024
WITHANI LIMITED
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
Withani continues to act as a holding company for the ownership of Softwire Technology Limited and is jointly owned by the previous shareholders of Softwire and the incoming management team. Withani does not currently trade in its own right.
2023 was a year of consolidation for Softwire, bedding in our increased headcount from growth in the previous year whilst facing a general slowdown in market activity. Indications for 2024 are positive and we are well-placed to exploit the awakening market.
Our business strategy continues to focus on the following areas.
Provision of high-value consultancy services at an early stage in the project lifecycle to help our customers define their IT and software strategy and requirements.
A product design service to prototype, validate and refine customer requirements to allow them to be demonstrated to stakeholders at an early stage in the project lifecycle.
User interface and user experience design services
Provision of high quality bespoke software development services to a broad range of customers.
Software development training services and provision of software developers on a temp-to-hire basis with a particular focus on career switchers seeking to enter the industry.
The company remains attractive to employees and we continue to have high staff retention and no trouble hiring high-calibre new recruits.
T Steer
Director
10 September 2024
WITHANI LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WITHANI LIMITED
- 8 -
Opinion

We have audited the financial statements of Withani Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Identifies and assesses the risks of material misstatement of the entity’s financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. 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.

Enquiry of management, those charged with governance around actual and potential litigation and claims.

 

Reviewing minutes of meetings of those charged with governance.

 

Reviewing internal audit reports.

 

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

 

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions November 2020, based on ISA 700 A39-1 to 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.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Taylor (Senior Statutory Auditor)
For and on behalf of Taylor Associates
10 September 2024
Chartered Accountants
Statutory Auditor
1st Floor
Gallery Court
28 Arcadia Avenue
London
N3 2FG
WITHANI LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
36,397,725
37,124,619
Cost of sales
(32,489,769)
(31,611,782)
Gross profit
3,907,956
5,512,837
Administrative expenses
(5,213,445)
(4,681,660)
Other operating income
2,307,594
188,444
Operating profit
5
1,002,105
1,019,621
Interest receivable and similar income
7
9,581
1,761
Interest payable and similar expenses
8
(366)
(821)
Profit before taxation
1,011,320
1,020,561
Tax on profit
9
35,447
(194,033)
Profit for the financial year
21
1,046,767
826,528
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

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

WITHANI LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
19,951,518
21,198,488
Tangible assets
12
800,277
1,045,289
Investments
13
100,920
100,920
20,852,715
22,344,697
Current assets
Debtors
15
5,150,063
6,014,552
Cash at bank and in hand
4,412,577
3,792,151
9,562,640
9,806,703
Creditors: amounts falling due within one year
16
(6,752,932)
(6,944,692)
Net current assets
2,809,708
2,862,011
Total assets less current liabilities
23,662,423
25,206,708
Creditors: amounts falling due after more than one year
17
(19,518,825)
(21,151,825)
Provisions for liabilities
Deferred tax liability
18
165,701
218,002
(165,701)
(218,002)
Net assets
3,977,897
3,836,881
Capital and reserves
Called up share capital
20
1,000
1,000
Other reserves
21
(103,197)
(64,445)
Profit and loss reserves
21
4,080,094
3,900,326
Total equity
3,977,897
3,836,881
The financial statements were approved by the board of directors and authorised for issue on 10 September 2024 and are signed on its behalf by:
10 September 2024
T Steer
Director
Company registration number 12430617 (England and Wales)
WITHANI LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
29,577,150
29,577,150
Current assets
Cash at bank and in hand
88,687
39,772
Creditors: amounts falling due within one year
16
(4,500)
(4,500)
Net current assets
84,187
35,272
Total assets less current liabilities
29,661,337
29,612,422
Creditors: amounts falling due after more than one year
17
(19,518,825)
(21,151,825)
Net assets
10,142,512
8,460,597
Capital and reserves
Called up share capital
20
1,000
1,000
Profit and loss reserves
21
10,141,512
8,459,597
Total equity
10,142,512
8,460,597

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 £2,548,914 (2022 - £2,227,989 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 10 September 2024 and are signed on its behalf by:
10 September 2024
T Steer
Director
Company registration number 12430617 (England and Wales)
WITHANI LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1,000
7,159,809
7,160,809
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
2,227,988
2,227,988
Dividends
10
-
(928,200)
(928,200)
Balance at 31 December 2022
1,000
8,459,597
8,460,597
Year ended 31 December 2023:
Profit and total comprehensive income
-
2,548,915
2,548,915
Dividends
10
-
(867,000)
(867,000)
Balance at 31 December 2023
1,000
10,141,512
10,142,512
WITHANI LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
1,000
(28,419)
4,001,998
3,974,579
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
826,528
826,528
Dividends
10
-
-
(928,200)
(928,200)
Transfers
-
(36,026)
-
(36,026)
Balance at 31 December 2022
1,000
(64,445)
3,900,326
3,836,881
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
1,046,767
1,046,767
Dividends
10
-
-
(867,000)
(867,000)
Transfers
-
(38,752)
-
(38,752)
Balance at 31 December 2023
1,000
(103,197)
4,080,094
3,977,897
WITHANI LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(1,684,085)
(1,333,812)
Investing activities
Dividends received
2,600,000
2,270,000
Net cash generated from investing activities
2,600,000
2,270,000
Financing activities
Dividends paid to equity shareholders
(867,000)
(928,200)
Net cash used in financing activities
(867,000)
(928,200)
Net increase in cash and cash equivalents
48,915
7,988
Cash and cash equivalents at beginning of year
39,772
31,784
Cash and cash equivalents at end of year
88,687
39,772
WITHANI LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
1,779,917
318,703
Interest paid
(366)
(821)
Income taxes paid
(6,772)
(5,887)
Net cash inflow from operating activities
1,772,779
311,995
Investing activities
Purchase of tangible fixed assets
(303,868)
(1,237,490)
Proceeds from disposal of tangible fixed assets
8,934
3,706
Interest received
9,581
1,761
Net cash used in investing activities
(285,353)
(1,232,023)
Financing activities
Dividends paid to equity shareholders
(867,000)
(928,200)
Net cash used in financing activities
(867,000)
(928,200)
Net increase/(decrease) in cash and cash equivalents
620,426
(1,848,228)
Cash and cash equivalents at beginning of year
3,792,151
5,640,379
Cash and cash equivalents at end of year
4,412,577
3,792,151
WITHANI LIMITED
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
1
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.

2
Accounting policies
Company information

Withani Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, Gallery Court, 28 Arcadia Avenue, London, N3 2FG.

 

The group consists of Withani Limited and all of its subsidiaries.

2.1
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.

2.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Withani 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.

These group and company financial statements for the year ended 31 December 2023 are the financial statements of Withani Limited and the group prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The financial statements for the preceding period were prepared in accordance with previous UK GAAP. The date of transition to FRS 102 was 1 January 2022. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 19 -
2.3
Going concern

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

2.4
Turnover

Turnover is recognised on a 'time and materials' basis.

2.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 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.

2.6
Tangible fixed assets

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

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

Leasehold land and buildings
20 - 25% on cost
Computer equipment and software
33 1/3% on cost
Fixtures and fittings
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 recognised in the profit and loss account.

2.7
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.

WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 20 -

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.

2.8
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).

2.9
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.

2.10
Financial instruments

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

 

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.

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.

WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

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

 

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

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price.

2.11
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.

2.12
Taxation

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

Current tax

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

Deferred tax

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

WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 22 -
2.13
Employee benefits

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

 

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

 

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

2.14
Retirement benefits

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

2.15
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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2.16
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2.17
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.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Software Development
35,670,306
35,981,394
Licence fees
400
1,650
Training services
727,019
1,141,575
36,397,725
37,124,619
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 23 -
2023
2022
£
£
Other revenue
Interest income
9,581
1,761
Grants received
950
27,000
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,500
4,500
Audit of the financial statements of the company's subsidiaries
28,000
28,000
32,500
32,500
5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(950)
(27,000)
Depreciation of owned tangible fixed assets
548,879
539,980
Profit on disposal of tangible fixed assets
(8,934)
(6,658)
Amortisation of intangible assets
1,246,970
1,246,970
Operating lease charges
984,894
902,693
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
302
307
-
0
-
0
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
20,913,943
18,012,361
-
0
-
0
Social security costs
2,761,049
2,218,317
-
-
Pension costs
1,137,363
1,012,310
-
0
-
0
24,812,355
21,242,988
-
0
-
0
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
9,581
1,761
Other income from investments
Dividends received
104,013
125,094
Total income excluding fixed asset investments
113,594
126,855
Income from fixed asset investments
Income from shares in group undertakings
(104,013)
(125,094)
Total income
9,581
1,761
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
9,581
1,761
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
366
821
9
Taxation
2023
2022
£
£
Current tax
Foreign current tax on profits for the current period
16,854
6,351
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
2023
2022
£
£
(Continued)
- 25 -
Deferred tax
Origination and reversal of timing differences
(52,301)
187,682
Total tax (credit)/charge
(35,447)
194,033

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

2023
2022
£
£
Profit before taxation
1,011,320
1,020,561
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
237,660
193,907
Tax effect of expenses that are not deductible in determining taxable profit
136,662
356,805
Tax effect of income not taxable in determining taxable profit
(71,319)
(211,146)
Change in unrecognised deferred tax assets
(52,301)
187,682
Dividend income
(24,443)
(23,768)
Movement in accrued pension contributions
1,543
3,327
Research and development
-
0
(312,774)
Tax losses utilised
(263,249)
-
0
Taxation (credit)/charge
(35,447)
194,033
10
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Interim paid
867,000
928,200
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
24,939,398
Amortisation and impairment
At 1 January 2023
3,740,910
Amortisation charged for the year
1,246,970
At 31 December 2023
4,987,880
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 31 December 2023
19,951,518
At 31 December 2022
21,198,488
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
12
Tangible fixed assets
Group
Leasehold land and buildings
Computer equipment and software
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2023
1,564,125
1,857,319
553,105
3,974,549
Additions
22,237
250,280
31,351
303,868
Disposals
-
0
(402,406)
(24,129)
(426,535)
At 31 December 2023
1,586,362
1,705,193
560,327
3,851,882
Depreciation and impairment
At 1 January 2023
1,223,701
1,302,806
402,754
2,929,261
Depreciation charged in the year
109,188
366,457
73,234
548,879
Eliminated in respect of disposals
-
0
(402,406)
(24,129)
(426,535)
At 31 December 2023
1,332,889
1,266,857
451,859
3,051,605
Carrying amount
At 31 December 2023
253,473
438,336
108,468
800,277
At 31 December 2022
340,424
554,513
150,352
1,045,289
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
29,577,150
29,577,150
Unlisted investments
100,920
100,920
-
0
-
0
100,920
100,920
29,577,150
29,577,150
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023 and 31 December 2023
100,920
Carrying amount
At 31 December 2023
100,920
At 31 December 2022
100,920
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
29,577,150
Carrying amount
At 31 December 2023
29,577,150
At 31 December 2022
29,577,150
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Softwire Technology Limited
England
Ordinary
100.00
-
Softwire Romania SRL
Romania
Ordinary
-
100.00
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,187,085
3,457,625
-
0
-
0
Other debtors
384
493
-
0
-
0
Prepayments and accrued income
1,876,866
2,470,472
-
0
-
0
5,064,335
5,928,590
-
-
Amounts falling due after more than one year:
Other debtors
85,728
85,962
-
0
-
0
Total debtors
5,150,063
6,014,552
-
-
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
560,747
770,282
-
0
-
0
Corporation tax payable
16,698
6,616
-
0
-
0
Other taxation and social security
2,318,729
2,383,641
-
-
Other creditors
89,564
94,357
-
0
-
0
Accruals and deferred income
3,767,194
3,689,796
4,500
4,500
6,752,932
6,944,692
4,500
4,500
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Other creditors
19,518,825
21,151,825
19,518,825
21,151,825
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
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
165,701
218,002
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
218,002
-
Credit to profit or loss
(52,301)
-
Liability at 31 December 2023
165,701
-

 

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,137,363
1,012,310

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.

20
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100,000
100,000
1,000
1,000
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
21
Reserves
Share premium

Includes premium on issue of share capital.

 

Foreign exchange reserve

Includes the exchange effects on reserves.

 

Profit and loss reserves

Includes all current and prior period retained profit and losses.

22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
985,081
849,453
-
-
Between two and five years
1,261,237
2,214,796
-
-
In over five years
-
31,522
-
-
2,246,318
3,095,771
-
-
23
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
1,046,767
826,528
Adjustments for:
Taxation (credited)/charged
(35,447)
194,033
Finance costs
366
821
Investment income
(9,581)
(1,761)
Gain on disposal of tangible fixed assets
(8,934)
(6,658)
Amortisation and impairment of intangible assets
1,246,970
1,246,970
Depreciation and impairment of tangible fixed assets
548,879
539,980
Foreign exchange gains on cash equivalents
38,750
(36,028)
Movements in working capital:
Decrease in debtors
864,489
263,737
Decrease in creditors
(1,834,842)
(2,708,919)
Cash generated from operations
1,857,417
318,703
WITHANI LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
24
Cash absorbed by operations - company
2023
2022
£
£
Profit for the year after tax
2,548,915
2,227,988
Adjustments for:
Investment income
(2,600,000)
(2,270,000)
Movements in working capital:
Decrease in creditors
(1,633,000)
(1,291,800)
Cash absorbed by operations
(1,684,085)
(1,333,812)
25
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
3,792,151
620,426
4,412,577
26
Analysis of changes in net funds - company
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
39,772
48,915
88,687
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