Company registration number 14099792 (England and Wales)
TOWER TRADING GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TOWER TRADING GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Director
J R Taylor
Company number
14099792
Registered office
166 College Road
Harrow
Middlesex
HA1 1RA
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
Beaconsfield
Bucks
United Kingdom
HP9 2JH
TOWER TRADING GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 29
TOWER TRADING GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the year ended 31 December 2023.

 

Introduction

The principal activity of Tower Trading Group Holdings Limited is that of acting as an ultimate holding company. The company was incorporated on 22 May 2022 and acquired the Tower Trading Group Limited group on 22 December 2022. From that date, Tower Trading Group Limited became an intermediate holding company of the trading subsidiary, TTG Capital Limited.

 

The principal activity of the group is that of dealing on TTG Capital Limited's own account in a principal capacity on international futures and options exchanges. The group supports its professional traders with clearing, technology, capital, and risk management.

Fair review of the business

The consolidated financial statements incorporate the results of the subsidiary undertakings from the point of acquisition using the purchase method, therefore the group statement of comprehensive income includes the results of the company and subsidiary undertakings for the year ended 31 December 2023.

Group performance for the year was as follows:

TTG Capital Limited is an FCA authorised and regulated investment company, is the main trading subsidiary of the group and traded throughout the year ended 31 December 2023. In 2023 the company focused resources toward its trading tools, risk management and numerous streams of business development which will benefit the firm over the coming year. Heightened profits of 2022 were achieved from multiple sources of market uncertainty which had somewhat settled down for 2023 by comparison. The firm will look to increase efficiency to combat inflationary overheads whilst diversifying income sources to better protect itself in subdued markets.

TTG Capital Limited performance for the year ended 31 December 2023 was as follows:

The Board actively pursues areas of new business as opportunities are presented and evaluates these in the context of the overall risk appetite of the group.

The Board remains mindful of the risk and reward presented by market events and economic uncertainty and actively monitors its risk exposure from both internal and external factors. The Board maintains awareness of future changes to the regulatory environment to ensure it can adapt its operations with minimal disruption.

The Board believes the group is well placed to continue to operate effectively, evaluate and capture complementary opportunities as they arise.

TOWER TRADING GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

The Board determines the group's strategy and risk appetite together with designing and implementing a risk management framework to recognise the risks faced by the group and the steps to mitigate them. The Board meet regularly to assess the current projections for profitability, capital management, risk management and business planning. The group has exposure to the following areas of risk:

 

Market Risk:

The group is exposed to market risk through trading positions entered into by its traders on TTG Capital Limited's own account. The risk associated with this is managed and mitigated through real time risk monitoring and management together with soft and hard risk limit parameters.

 

Credit Risk:

The group has credit risk exposure to Banks and Clearing Institutions arising from funds deposited with those institutions for margin purposes and cash deposits. The group mitigates the risk of effect of default by ensuring assets are divided across more than one counterparty and that those institutions are well capitalised institutions.

 

Operational Risk:

The group is exposed to operation risk and this could result in losses through failure of personnel, technology platforms, infrastructure or any external forces impacting these. The group mitigates these possibilities through its risk framework, the ICARA process, Business Continuity Plan and Disaster Recovery Plan.

 

Liquidity Risk:

The group is exposed to liquidity risk through having insufficient liquid resources to meet margin calls and/or operational liabilities as they fall due. The group actively manages its liquidity and the liquidity of its assets to ensure it mitigates against the risk of insufficient liquidity. Assets held are predominantly in the form of cash and are liquid in nature, and the group additionally manages where it holds those assets in order to ensure it can meet margin obligations as required in addition to ensuring it can meet its operational liabilities as they fall due and all operational cash flow requirements. The group's liquidity and liquidity requirements are actively monitored on a continuous basis.

 

Foreign Exchange Risk:

The group utilises GBP as its functional currency. The majority of its operating expenses are denominated in GBP; however income is derived in many currencies giving rise to foreign exchange exposure. This risk is managed through constant review of currency balances and currency cash flow requirements.

Directors' statement of compliance with duty to promote the success of the group

The director is aware of his duties under section 172 of the Companies Act 2006 to act in the way which he considers, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

 

(a) the likely consequences of any decision in the long term;

(b) the interests of the group's employees;

(c) the need to foster the group's business relationships with suppliers, customers and others;

(d) the impact of the group's operations on the community and the environment;

(e) the desirability of the group maintaining a reputation for high standards of business conduct; and

(f) the need to act fairly as between members of the group.

 

In carrying out his duties, the director seeks effective engagement with key stakeholders, including clients, employees and shareholders, and recognises the importance of their interests to the long term commercial success of the group.

TOWER TRADING GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

On behalf of the board

J R Taylor
Director
21 August 2024
TOWER TRADING GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid.

Director

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

J R Taylor
Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the Group has consumed more than 40,000 kWh of energy in this reporting period, it is required to report on its UK emissions, energy consumption and energy efficiency activities.

 

UK energy use and associated greenhouse gas emissions

Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.

 

Organisational boundary

In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. As a consequence, energy use and emissions are aligned with the financial reporting of the company as a whole.

 

Reporting period

The annual reporting period is 1st January to 31st December each year and the energy and carbon emissions are aligned to this period.

2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
163,042
177,253
TOWER TRADING GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
-
-
-
-
Scope 2 - indirect emissions
- Electricity purchased
33.75
36.69
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
-
Total gross emissions
33.75
36.69
Intensity ratio
Tonnes CO2e per employee
1.35
1.47
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per UK employee.

Measures taken to improve energy efficiency

There were no energy efficiency actions recorded for this year.

Statement of director's responsibilities

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

 

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

 

 

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

TOWER TRADING GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
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 group 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
J R Taylor
Director
21 August 2024
TOWER TRADING GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOWER TRADING GROUP HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Tower Trading Group Holdings 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

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

 

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

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 director is 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:

TOWER TRADING GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOWER TRADING GROUP HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

TOWER TRADING GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TOWER TRADING GROUP HOLDINGS LIMITED
- 9 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Adam East ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
22 August 2024
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
TOWER TRADING GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Turnover
2
37,300,689
742,890
Cost of sales
(30,556,582)
(642,950)
Gross profit
6,744,107
99,940
Administrative expenses
(7,584,206)
(164,534)
Other operating income
65,789
-
Release of negative goodwill
52,951
426,286
Operating (loss)/profit
3
(721,359)
361,692
Interest receivable and similar income
838,767
10,700
Profit before taxation
117,408
372,392
Tax on profit
7
(32,270)
6,176
Profit for the financial year
85,138
378,568
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.
TOWER TRADING GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Negative goodwill
8
(32,057)
(85,008)
Other intangible assets
8
12,000
-
0
Total intangible assets
(20,057)
(85,008)
Tangible assets
9
71,027
85,008
50,970
-
Current assets
Debtors
12
32,056,273
41,246,656
Cash at bank and in hand
4,535,094
4,788,738
36,591,367
46,035,394
Creditors: amounts falling due within one year
13
(32,144,064)
(40,897,299)
Net current assets
4,447,303
5,138,095
Total assets less current liabilities
4,498,273
5,138,095
Creditors: amounts falling due after more than one year
14
(2,851,863)
(3,576,823)
Net assets
1,646,410
1,561,272
Capital and reserves
Called up share capital
16
12,619
12,619
Share premium account
1,170,085
1,170,085
Profit and loss reserves
463,706
378,568
Total equity
1,646,410
1,561,272
The financial statements were approved and signed by the director and authorised for issue on 21 August 2024
21 August 2024
J R Taylor
Director
Company registration number 14099792 (England and Wales)
TOWER TRADING GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
10
4,778,775
4,778,775
Current assets
Debtors
12
-
0
9,527
Cash at bank and in hand
85,900
-
0
85,900
9,527
Creditors: amounts falling due within one year
13
(116,693)
(50,075)
Net current liabilities
(30,793)
(40,548)
Total assets less current liabilities
4,747,982
4,738,227
Creditors: amounts falling due after more than one year
14
(2,851,863)
(3,576,823)
Net assets
1,896,119
1,161,404
Capital and reserves
Called up share capital
16
12,619
12,619
Share premium account
1,170,085
1,170,085
Profit and loss reserves
713,415
(21,300)
Total equity
1,896,119
1,161,404

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 £734,715 (2022 - £21,300 loss).

The financial statements were approved and signed by the director and authorised for issue on 21 August 2024
21 August 2024
J R Taylor
Director
Company registration number 14099792 (England and Wales)
TOWER TRADING GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 11 May 2022
-
0
-
0
-
0
-
Period ended 31 December 2022:
Profit and total comprehensive income
-
-
378,568
378,568
Issue of share capital
16
12,619
1,170,085
-
1,182,704
Balance at 31 December 2022
12,619
1,170,085
378,568
1,561,272
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
85,138
85,138
Balance at 31 December 2023
12,619
1,170,085
463,706
1,646,410
TOWER TRADING GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 11 May 2022
-
0
-
0
-
0
-
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
-
(21,300)
(21,300)
Issue of share capital
16
12,619
1,170,085
-
1,182,704
Balance at 31 December 2022
12,619
1,170,085
(21,300)
1,161,404
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
734,715
734,715
Balance at 31 December 2023
12,619
1,170,085
713,415
1,896,119
TOWER TRADING GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(179,054)
(724,445)
Income taxes paid
(86,454)
-
0
Net cash outflow from operating activities
(265,508)
(724,445)
Investing activities
Purchase of intangible assets
(12,000)
-
Purchase of tangible fixed assets
(66,169)
-
Purchase of subsidiaries, net of cash acquired
-
1,901,885
Interest received
838,768
10,700
Net cash generated from investing activities
760,599
1,912,585
Financing activities
Proceeds from borrowings
-
3,600,598
Repayment of borrowings
(748,735)
-
Net cash (used in)/generated from financing activities
(748,735)
3,600,598
Net (decrease)/increase in cash and cash equivalents
(253,644)
4,788,738
Cash and cash equivalents at beginning of year
4,788,738
-
0
Cash and cash equivalents at end of year
4,535,094
4,788,738
TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

Tower Trading Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 166 College Road, Harrow, Middlesex, United Kingdom, HA1 1RA. The principal place of business is 3rd Floor Tower 42, 25 Old Broad Street, London, United Kingdom, EC2N 1HQ.

 

The group consists of Tower Trading Group Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 22 May 2022 and acquired Tower Trading Group Limited on 22 December 2022. Tower Trading Group Limited is an intermediate holding company of the trading subsidiary, TTG Capital Limited.

 

The consolidated financial statements incorporate the results of the subsidiary undertakings using the purchase method, therefore the group statement of comprehensive income for the year ended 31 December 2022 includes the results of the subsidiary undertakings for the period from 22 December 2022 to the balance sheet date. The comparative performance of the group is therefore not entirely comparable.

1.2
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:

 

1.3
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.

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

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

 

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

 

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

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

1.5
Going concern

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

1.6
Turnover

Turnover comprises revenue recognised by the group in respect of services supplied during the period, exclusive of value added tax. Turnover is recognised in the following ways:

 

 

 

 

 

1.7
Intangible fixed assets - negative goodwill

Negative goodwill represents the excess of the fair value of net assets acquired over the cost of acquisition of a business and is initially recognised on the balance sheet as a negative fixed asset. Subsequently the excess up to the fair value of non-monetary assets acquired is recognised in the statement of comprehensive income in the periods in which the non-monetary assets are recovered. Any excess exceeding the fair value of non-monetary assets acquired is recognised in the statement of comprehensive income in the periods expected to be benefitted.

1.8
Intangible fixed assets other than goodwill

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

 

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

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

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

Business Intellectual Property Rights
3 Years
1.9
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 improvements
5 years
Office equipment
4 years
Fixtures and fittings
4 years
Computer equipment
2 to 4 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.

1.10
Fixed asset investments

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.

1.11
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.

1.12
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.

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.13
Financial instruments

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties, and investments in ordinary shares.

 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of the future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit concessionary loan.

 

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss.

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.14
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.

1.15
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.

1.16
Employee benefits

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

1.17
Retirement benefits

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

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.18
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.

1.19
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non­ monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

1.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2
Turnover

The whole of the turnover is attributable to the group's principal activity.

 

All turnover arose within the United Kingdom.

 

3
Operating (loss)/profit
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
15,948
(5,031)
Depreciation of owned tangible fixed assets
80,150
2,373
Release of negative goodwill
(52,951)
(426,286)
Operating lease charges
395,761
5,224
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
7,800
6,900
Audit of the financial statements of the company's subsidiaries
50,400
48,000
58,200
54,900
For other services
Audit-related assurance services
2,400
2,100
All other non-audit services
10,800
10,200
13,200
12,300
TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
5
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration staff
13
2
-
-
Compliance and risk
8
1
-
-
Information Technology
4
1
-
-
Total
25
4
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
2,158,099
45,159
-
0
-
0
Social security costs
184,397
5,968
-
-
Pension costs
51,446
1,339
-
0
-
0
2,393,942
52,466
-
0
-
0
6
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
161,536
6,220
Company pension contributions to defined contribution schemes
4,699
189
166,235
6,409

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

 

Key management personnel comprises the director.

7
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
24,966
(6,176)
Adjustments in respect of prior periods
7,304
-
0
Total current tax
32,270
(6,176)
TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Taxation
(Continued)
- 23 -

The actual charge/(credit) 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
117,408
372,392
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
27,614
70,754
Tax effect of expenses that are not deductible in determining taxable profit
9,575
1,992
Adjustments in respect of prior years
7,304
-
0
Permanent capital allowances in excess of depreciation
1,787
-
0
Tax at marginal rate
(1,543)
-
0
Effect of release of negative goodwill
(12,454)
(80,994)
Other tax adjustments
(13)
2,072
Taxation charge/(credit)
32,270
(6,176)

Factors that may affect future tax charges

As part of Budget 2021 on 3 March 2021, it was announced that the UK corporation tax rate will increase to 25% from 1 April 2023. This change was substantively enacted on 24 May 2021. Prior to this change, the corporation tax rate was 19%. The effect on the group and the company of this change has been reflected in the group and the company's financial statements in the financial year as appropriate.

8
Intangible fixed assets
Group
Negative goodwill
Business Intellectual Property Rights
Total
£
£
£
Cost
At 1 January 2023
(511,294)
-
0
(511,294)
Additions
-
0
12,000
12,000
At 31 December 2023
(511,294)
12,000
(499,294)
Amortisation and impairment
At 1 January 2023
(426,286)
-
0
(426,286)
Negative goodwill released
(52,951)
-
0
(52,951)
At 31 December 2023
(479,237)
-
0
(479,237)
Carrying amount
At 31 December 2023
(32,057)
12,000
(20,057)
At 31 December 2022
(85,008)
-
0
(85,008)
TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Intangible fixed assets
(Continued)
- 24 -
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
9
Tangible fixed assets
Group
Leasehold improvements
Office equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
292,678
38,232
160,504
691,957
1,183,371
Additions
30,945
1,314
3,442
30,468
66,169
At 31 December 2023
323,623
39,546
163,946
722,425
1,249,540
Depreciation and impairment
At 1 January 2023
263,393
38,232
146,895
649,843
1,098,363
Depreciation charged in the year
35,682
(38)
12,587
31,919
80,150
At 31 December 2023
299,075
38,194
159,482
681,762
1,178,513
Carrying amount
At 31 December 2023
24,548
1,352
4,464
40,663
71,027
At 31 December 2022
29,285
-
0
13,609
42,114
85,008
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
10
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
11
-
0
-
0
4,778,775
4,778,775
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
4,778,775
Carrying amount
At 31 December 2023
4,778,775
At 31 December 2022
4,778,775
TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
11
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Tower Trading Group Limited
UK
Intermediate holding company
Ordinary
100.00
-
TTG Capital Limited
UK
Propriety trading
Ordinary
0
100.00
TTG Capital (Europe) Holdings Limited
Malta
Dormant
Ordinary
0
100.00
TTG Capital (Europe) Limited
Malta
Dormant
Ordinary
0
100.00
12
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Amounts held at financial intermediary
30,784,517
39,316,372
-
-
Other debtors
174,676
164,591
-
0
9,527
Prepayments and accrued income
1,039,125
1,698,891
-
0
-
0
31,998,318
41,179,854
-
9,527
Amounts falling due after more than one year:
Other debtors
57,955
66,802
-
0
-
0
Total debtors
32,056,273
41,246,656
-
9,527
13
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
15
-
0
23,775
-
0
23,775
Trade creditors
15,482
19,831
-
0
-
0
Amounts owed to related undertakings
187,082
-
0
75,393
-
0
Amounts owed to associates
30,784,357
39,316,356
-
0
-
0
Corporation tax payable
24,965
79,149
-
0
-
0
Other taxation and social security
110,471
134,510
-
-
Other creditors
631,510
332,762
-
0
-
0
Accruals and deferred income
390,197
990,916
41,300
26,300
32,144,064
40,897,299
116,693
50,075
TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
14
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
15
2,851,863
3,576,823
2,851,863
3,576,823
15
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Loans from related parties
2,851,863
3,600,598
2,851,863
3,600,598
Payable within one year
-
0
23,775
-
0
23,775
Payable after one year
2,851,863
3,576,823
2,851,863
3,576,823

Loans from related parties payable within one year are unsecured, interest free and repayable on demand.

 

Loans from related parties payable after one year are unsecured and do not accrue interest. The terms provide for a return to the lender, based on certain conditions in the agreement. The maturity date of the facility falls in December 2027.

16
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Ordinary A shares of £1 each
100
100
100
100
Ordinary shares of £1 each
12,519
12,519
12,519
12,519
12,619
12,619
12,619
12,619

Ordinary A shares carry full voting rights, but have no entitlement to dividends or any distribution made on a winding up of the company.

 

Ordinary shares carry no voting rights, but do carry entitlement to dividends and rank equally for any distribution made on a winding up of the company.

17
Reserves

Share premium account

This reserve records the amount above the nominal value received for shares, less transaction costs.

 

Profit and loss reserves

This reserve records all the current and prior year retained earnings.

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
18
Related party transactions

The Tower Trading Group Holdings Limited group of companies has taken advantage of the exemption contained in FRS 102 section 33 and has therefore not disclosed transactions or balances with wholly owned subsidiaries of Tower Trading Group Holdings Limited.

 

Wiggins Group Limited

During the period, the group held a loan facility provided by Wiggins Group Limited, a company under common control. At the balance sheet date an amount of £2,855,764 (2022: £3,576,823) was outstanding. The terms of the facility provide for a return to the lender, based on certain conditions in the agreement. The maturity date of the facility falls in December 2027.

 

In the year other transactions with Wiggins Group Limited were undertaken totalling £740,000 (2022 Nil). A balance of £Nil (2022: £Nil ) in respect of transactions was due to the group at the year-end.

 

In the prior period, the group was also provided with short-term interest free finance by Wiggins Group Limited. At the balance sheet date £Nil (2022: £23,775) was outstanding.

 

Wiggins Industries Limited

During the period, the group was owed funds by Wiggins Industries Limited, a company under common control. At the balance sheet date an amount of £3,900 (2022: £Nil) was due to the group.

 

The Trading Room Limited

At the balance sheet date the group owed £187,082 (2022: £19,509 owed from) to The Trading Room Limited, a Gilbraltar based entity with management personnel in common with the company.

 

J & G Investments Limited

In the year transactions with J & G Investments Limited, a company under common control, were undertaken totalling £165,303 (2022 £Nil). A balance of £Nil (2022: £Nil) was due to the group at the year-end.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,446
1,339

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. Contributions totalling £63,153 (2022: £27,434) were payable to the fund at the balance sheet date.

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
20
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
155,288
155,288
-
-
Between two and five years
116,466
271,754
-
-
271,754
427,042
-
-
21
Directors' transactions
Description
% Rate
Opening balance
Amounts repaid
Closing balance
£
£
£
Amounts due from directors
-
9,527
(9,527)
-
9,527
(9,527)
-

Amounts owed by directors are interest free and repayable on demand.

22
Controlling party

The company is controlled by J Taylor by virtue of his majority shareholding.

The company and group is controlled by J R Taylor by virtue of his majority shareholding.

TOWER TRADING GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
23
Cash absorbed by group operations
2023
2022
£
£
Profit for the year after tax
85,138
378,568
Adjustments for:
Taxation charged/(credited)
32,270
(6,176)
Investment income
(838,767)
(10,700)
Release of negative goodwill
(52,951)
(426,286)
Depreciation and impairment of tangible fixed assets
80,150
2,373
Movements in working capital:
Decrease in debtors
9,190,383
627,843
Decrease in creditors
(8,675,276)
(1,290,067)
Cash absorbed by operations
(179,053)
(724,445)
24
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
4,788,738
(253,644)
4,535,094
Borrowings excluding overdrafts
(3,600,598)
748,735
(2,851,863)
1,188,140
495,091
1,683,231
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210No description of principal activityJ R 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