Company registration number 13666507 (England and Wales)
KARAM ENTERPRISE HOLDING LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
KARAM ENTERPRISE HOLDING LTD
COMPANY INFORMATION
Directors
R Karam
F Karam
D Karam
Company number
13666507
Registered office
105 Piccadilly
London
W1J 7NJ
Auditor
UHY Hacker Young Manchester LLP
St James Building
79 Oxford Street
Manchester
M1 6HT
KARAM ENTERPRISE HOLDING LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 29
KARAM ENTERPRISE HOLDING LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

The Group was incorporated in 2021 and has sought to expand the Group via acquisition. In the prior period the Group made two significant acquisitions in Speed Logistics Ltd, a shipping company registered in Hong Kong and Africa Ports Development SA, a company registered in Cameroon.

In the period under review the Group acquired Africa Cement Factory Limited, a company registered in Ghana that is authorised to engage in the manufacturing, distribution and sale of cement. This company is still in the process of constructing the cement factory that it will operate form.

The results for the Group are set out on page 8. The director considers that the result for the period and the position at the period end are satisfactory and they expect significant growth going forward as the Group expands further.

Principal risks and uncertainties

As the principal activity of the company is that of a holding company, all risks and uncertainties are monitored by relevant subsidiaries. For the Group the key risk and uncertainties are considered to be:

Currency Risk

The Group has entities in several locations around the world operating under differing functional currencies and so translation differences can arise on consolidation, however each subsidiary in itself is not exposed to see any significant foreign exchange risk as it holds relatively few assets and liabilities in a currency other than its functional currency. Exchange differences on the translation of all balance sheet items are taken to the statement of profit and loss.

 

Market Risk

The Group may be affected by the performance of the underlying assets which the Group manages. It may also be affected by macroeconomic and political conditions present in local jurisdictions. The Group may also be affected by changes to regulation that impacts the underlying assets that the Group manages and changes to regulation directly affecting the Group and the services it provides.

On behalf of the board

R Karam
Director
25 September 2024
KARAM ENTERPRISE HOLDING LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

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

Principal activities

The principal activity of the group is that of a holding company.

Results and dividends

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

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

Directors

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

R Karam
F Karam
D Karam
Financial instruments

The company finances its operations through a mixture of retained profits and, where necessary to fund expansion or capital expenditure programmes, through related party borrowings and bank borrowings. The directors objectives are to:

 

 

The company's funds are invested in the functional currencies of the countries that are operated in and foreign currency bank deposit accounts and its borrowings are all obtained from standard bank loan accounts. Any price risk exposure is mitigated using forward foreign exchange contracts.

 

The company's funds are held primarily in short term variable rate deposit accounts. The directors believe that this gives them the flexibility to release cash resources at short notice and also allows them to take advantage of changing conditions in the finance markets as they arise. All deposits are with reputable banks and the directors believe their choice of bank minimises any credit risk associated with not placing funds on deposit with clearing banks.

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.

KARAM ENTERPRISE HOLDING LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
R Karam
Director
25 September 2024
KARAM ENTERPRISE HOLDING LTD
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 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.

KARAM ENTERPRISE HOLDING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KARAM ENTERPRISE HOLDING LTD
- 5 -
Opinion

We have audited the financial statements of Karam Enterprise Holding Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

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:

KARAM ENTERPRISE HOLDING LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KARAM ENTERPRISE HOLDING LTD
- 6 -
Matters on which we are required to report by exception

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

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

 

  1. the nature of the industry and sector, control environment and business performance

  2. any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to

    1. identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance,

    2. detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

KARAM ENTERPRISE HOLDING LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KARAM ENTERPRISE HOLDING LTD
- 7 -

Our procedures to respond to risks identified included the following:

 

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

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.

Stephen Grayson ACA FCCA (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young Manchester LLP
25 September 2024
Chartered Accountants
Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT
KARAM ENTERPRISE HOLDING LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
84,715,819
20,431,174
Cost of sales
(82,224,508)
(19,159,668)
Gross profit
2,491,311
1,271,506
Administrative expenses
(2,158,645)
(515,307)
Other operating income
990,760
931,500
Exceptional item
4
-
0
6,969,020
Operating profit
5
1,323,426
8,656,719
Interest receivable and similar income
8
625
-
0
Profit before taxation
1,324,051
8,656,719
Tax on profit
9
-
0
-
0
Profit for the financial year
20
1,324,051
8,656,719
Profit for the financial year is attributable to:
- Owners of the parent company
1,991,529
7,703,249
- Non-controlling interests
(667,478)
953,470
1,324,051
8,656,719
KARAM ENTERPRISE HOLDING LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
£
£
Profit for the year
1,324,051
8,656,719
Other comprehensive income
Currency translation (loss)/gain arising in the year
(1,616,476)
211,332
Total comprehensive income for the year
(292,425)
8,868,051
Total comprehensive income for the year is attributable to:
- Owners of the parent company
375,053
7,914,581
- Non-controlling interests
(667,478)
953,470
(292,425)
8,868,051
KARAM ENTERPRISE HOLDING LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
3,629,076
-
0
Tangible assets
11
11,163,954
-
0
14,793,030
-
Current assets
Stocks
14
3,905,519
2,517,599
Debtors
15
14,666,265
7,481,233
Cash at bank and in hand
9,171,848
11,747,189
27,743,632
21,746,021
Creditors: amounts falling due within one year
16
(28,823,182)
(6,165,693)
Net current (liabilities)/assets
(1,079,550)
15,580,328
Total assets less current liabilities
13,713,480
15,580,328
Creditors: amounts falling due after more than one year
17
(470,739)
-
Net assets
13,242,741
15,580,328
Capital and reserves
Called up share capital
19
10,000
10,000
Other reserves
20
(1,405,144)
211,332
Profit and loss reserves
20
8,913,361
7,703,249
Equity attributable to owners of the parent company
7,518,217
7,924,581
Non-controlling interests
5,724,524
7,655,747
13,242,741
15,580,328
The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
R Karam
Director
Company registration number 13666507 (England and Wales)
KARAM ENTERPRISE HOLDING LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
12
50,000
40,000
Current assets
Debtors
15
16,288,983
237,908
Cash at bank and in hand
131,851
-
0
16,420,834
237,908
Creditors: amounts falling due within one year
16
(15,799,559)
(306,908)
Net current assets/(liabilities)
621,275
(69,000)
Net assets/(liabilities)
671,275
(29,000)
Capital and reserves
Called up share capital
19
10,000
10,000
Profit and loss reserves
20
661,275
(39,000)
Total equity
671,275
(29,000)

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 £700,275 (2022 - £39,000 loss).

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
R Karam
Director
Company registration number 13666507 (England and Wales)
KARAM ENTERPRISE HOLDING LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Currency translation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 7 October 2021
-
0
-
0
-
0
-
-
-
Year ended 31 December 2022:
Profit for the year
-
-
7,703,249
7,703,249
953,470
8,656,719
Other comprehensive income:
Currency translation differences
-
211,332
-
0
211,332
-
211,332
Total comprehensive income
-
211,332
7,703,249
7,914,581
953,470
8,868,051
Issue of share capital
19
10,000
-
-
10,000
-
10,000
Other movements
-
-
-
-
6,702,277
6,702,277
Balance at 31 December 2022
10,000
211,332
7,703,249
7,924,581
7,655,747
15,580,328
Year ended 31 December 2023:
Profit for the year
-
-
1,991,529
1,991,529
(667,478)
1,324,051
Other comprehensive income:
Currency translation differences
-
(1,616,476)
-
0
(1,616,476)
-
(1,616,476)
Total comprehensive income
-
(1,616,476)
1,991,529
375,053
(667,478)
(292,425)
Dividends
-
-
(781,417)
(781,417)
-
(781,417)
Other movements
-
-
-
-
(1,263,745)
(1,263,745)
Balance at 31 December 2023
10,000
(1,405,144)
8,913,361
7,518,217
5,724,524
13,242,741
KARAM ENTERPRISE HOLDING LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 7 October 2021
-
0
-
0
-
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(39,000)
(39,000)
Issue of share capital
19
10,000
-
10,000
Balance at 31 December 2022
10,000
(39,000)
(29,000)
Year ended 31 December 2023:
Profit and total comprehensive income
-
700,275
700,275
Balance at 31 December 2023
10,000
661,275
671,275
KARAM ENTERPRISE HOLDING LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(1,493,751)
(2,252,423)
Investing activities
Purchase of business (including net cash acquired)
(300,798)
14,009,612
Interest received
625
-
0
Net cash (used in)/generated from investing activities
(300,173)
14,009,612
Financing activities
Proceeds from issue of shares
-
(10,000)
Dividends paid to non-controlling interests
(781,417)
-
0
Net cash used in financing activities
(781,417)
(10,000)
Net (decrease)/increase in cash and cash equivalents
(2,575,341)
11,747,189
Cash and cash equivalents at beginning of year
11,747,189
-
0
Cash and cash equivalents at end of year
9,171,848
11,747,189
KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Karam Enterprise Holding Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 105 Piccadilly, London, W1J 7NJ.

 

The group consists of Karam Enterprise Holding Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

 

1.2
Business combinations

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

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

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

 

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

 

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

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

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

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

 

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

 

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

1.4
Going concern

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

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

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

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

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

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.

1.7
Tangible fixed assets

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

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

Freehold land and buildings
not depreciated
Plant and equipment
Striaght line over 10 years
Fixtures and fittings
Straight line over 4 to 5 years

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

1.8
Fixed asset investments

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

 

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

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

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Other financial assets

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

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.15
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.

1.16
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 leased asset are consumed.

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
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 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.

 

In the opinion of the directors there are no significant judgements or key sources of estimation uncertainty.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Shipping and freight
84,715,819
20,431,174
2023
2022
£
£
Turnover analysed by geographical market
Rest of the world
84,715,819
20,431,174
2023
2022
£
£
Other revenue
Interest income
625
-
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional income
-
(6,969,020)

During the prior period the group acquired the majority shareholding of Speed Logistics Ltd, a company incorporated in Hong Kong. The ultimate shareholders of this company are the same as that of Karam Enterprise Holding Ltd group and was purchased at cost rather than fair value resulting in a gain on bargain purchase.

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
22,319
(106,983)
Amortisation of intangible assets
403,231
-
Release of negative goodwill
-
0
(6,969,020)
Operating lease charges
18,000
27,000
6
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
15,000
3,000
Audit of the financial statements of the company's subsidiaries
4,500
-
19,500
3,000
7
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
Management
18
4
3
3

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
894,348
172,709
-
0
-
0
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
625
-
0
KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
9
Taxation

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

2023
2022
£
£
Profit before taxation
1,324,051
8,656,719
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
331,013
1,644,777
Tax effect of income not taxable in determining taxable profit
(331,013)
(1,644,777)
Taxation charge
-
-
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023
-
0
Additions - business combinations
4,032,307
At 31 December 2023
4,032,307
Amortisation and impairment
At 1 January 2023
-
0
Amortisation charged for the year
403,231
At 31 December 2023
403,231
Carrying amount
At 31 December 2023
3,629,076
At 31 December 2022
-
0
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
11
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2023
-
0
-
0
-
0
-
0
Business combinations
1,231,547
9,919,269
13,138
11,163,954
At 31 December 2023
1,231,547
9,919,269
13,138
11,163,954
Depreciation and impairment
At 1 January 2023 and 31 December 2023
-
0
-
0
-
0
-
0
Carrying amount
At 31 December 2023
1,231,547
9,919,269
13,138
11,163,954
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
50,000
40,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
40,000
Additions
10,000
At 31 December 2023
50,000
Carrying amount
At 31 December 2023
50,000
At 31 December 2022
40,000
13
Subsidiaries

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

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Subsidiaries
(Continued)
- 26 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Karam Trading Holding Ltd
England & Wales (1)
Intermediate holding company
Ordinary
100.00
-
Karam Development Holding Ltd
England & Wales (1)
Intermediate holding company
Ordinary
100.00
-
Karam Contracting Holding Ltd
England & Wales (1)
Intermediate holding company
Ordinary
100.00
-
Africa Port Development Ltd
England & Wales (1)
Intermediate holding company
Ordinary
51.00
-
Kappa Logistics Ltd
England & Wales (1)
Intermediate holding company
Ordinary
100.00
-
Africa Port Developments SA
Cameroon (2)
Ports planning, development and operations
Ordinary
-
51.00
Speed Logistics Ltd
Hong Kong (3)
Freight transport and associated services
Ordinary
-
51.00
Kygro Holding Ltd
England & Wales (1)
Intermediate holding company
Ordinary
100.00
-
SEG Contracting CI
Ivory Coast (4)
Dormant
Ordinary
-
100.00
Africa Cement Factory Ltd
Ghana (5)
Production and sale of cement
Ordinary
-
75.00

Registered office addresses (all UK unless otherwise indicated):

1
105 Piccadility. London, England, W1J 7NJ
2
BP 3867 Douala, Cameroon
3
Office B on 15/F Wayson Commercial House, 68-70 Lockhart Road, Wan Chai, Hong Kong
4
Abidjan, Ivory Coast
5
House Number 2, Plot A, Jack Sinclair, Freezone Enclave,Tema, Greater Accra, Ghana
14
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Stock
3,905,519
2,517,599
-
0
-
0
KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
13,076,435
5,621,815
-
0
-
0
Amounts owed by group undertakings
-
-
16,288,983
237,908
Other debtors
1,506,873
1,859,418
-
0
-
0
Prepayments and accrued income
82,957
-
0
-
0
-
0
14,666,265
7,481,233
16,288,983
237,908
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
5,030,080
2,698,774
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
25,170
-
0
Other taxation and social security
3,158
102
-
-
Dividends payable
824,775
-
0
-
0
-
0
Other creditors
22,576,779
3,416,117
15,742,089
267,908
Accruals and deferred income
388,390
50,700
32,300
39,000
28,823,182
6,165,693
15,799,559
306,908
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
18
470,739
-
0
-
0
-
0
18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
470,739
-
0
-
0
-
0
Payable after one year
470,739
-
0
-
0
-
0

The long-term loans are secured over the assets to which they relate. The loan is repayable over 60 months in equal instalments ending March 2029.

KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
19
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10,000
10,000
20
Reserves

Currency translation reserve

The currency translation reserve contains the currency gains and losses on translation to the presentation currency.

Profit and loss reserves

The profit and loss reserves represent cumulative profits or losses, net of dividends and other adjustments.

21
Acquisition of a business

On 27 December 2023 the group acquired 75% percent of the issued capital of Africa Cement Factory Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
11,163,954
-
11,163,954
Trade and other receivables
172,531
-
172,531
Cash and cash equivalents
(59,726)
-
(59,726)
Borrowings
(470,739)
-
(470,739)
Trade and other payables
(15,860,999)
-
(15,860,999)
Total identifiable net assets
(5,054,979)
-
(5,054,979)
Non-controlling interests
1,263,745
Goodwill
4,032,306
Total consideration
241,072
The consideration was satisfied by:
£
Cash
241,072
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Profit after tax
-
KARAM ENTERPRISE HOLDING LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
22
Controlling party

The ultimate controlling party is the Karam family.

23
Cash absorbed by group operations
2023
2022
£
£
Profit for the year after tax
1,324,051
8,656,719
Adjustments for:
Investment income
(625)
-
0
Amortisation and impairment of intangible assets
403,231
(6,969,020)
Foreign exchange gains and losses
(1,616,476)
(106,983)
Movements in working capital:
Increase in stocks
(1,387,920)
(2,517,599)
Increase in debtors
(7,027,671)
(7,481,233)
Increase in creditors
6,811,659
6,165,693
Cash absorbed by operations
(1,493,751)
(2,252,423)
24
Analysis of changes in net funds - group
1 January 2023
Cash flows
Acquisitions and disposals
31 December 2023
£
£
£
£
Cash at bank and in hand
11,747,189
(2,575,341)
-
9,171,848
Borrowings excluding overdrafts
-
-
(470,739)
(470,739)
11,747,189
(2,575,341)
(470,739)
8,701,109
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