Consolidated Financial Statements
Factor Law Holdings Ltd
For the year ended 31 December 2023
Registered number: 06125089
|
Company Information
|
|
|
|
|
Bryan Alan Carson (appointed 8 November 2023)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & & Statutory Auditors
|
|
12 - 15 Donegall Square West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contents
|
|
|
|
|
|
Independent auditor's report
|
|
Consolidated statement of comprehensive income
|
|
Consolidated balance sheet
|
|
|
|
Consolidated statement of changes in equity
|
|
Company statement of changes in equity
|
|
Consolidated statement of cash flows
|
|
Consolidated analysis of net debt
|
|
Notes to the financial statements
|
|
|
Group strategic report
For the year ended 31 December 2023
The directors present their strategic report for the Group for the year ended 31 December 2023.
Principal activity
The principal activity of the Group is the provision of legal and consulting services in a wide range of industries and practices through two forms of engagement: Legal Managed Services and Regulatory Response/Projects. The Group provides next-generation solutions for complex legal work at scale, ranging from deadline-driven regulatory projects to long-term managed Services performed primarily in Factor's delivery centres.
Annual turnover has increased in line with expectations and the directors anticipate future performance to be satisfactory also. The results of the Group for the year, as set out on page 11, show a profit for the financial year of £110,381 (2022 loss: £207,835). This current performance is attributed to the continued investment in our skilled workforce. The company has made a conscious effort on behalf of the business in the prior year to invest in high quality staff, with a view to advancing the business’ growth cycle; putting the business in a position to obtain substantial client contracts whilst providing & maintaining innovative first class client service so that it may continue to solve complex legal work at scale. The business has made a strategic shift to focus on predictable, recurring revenue. This has resulted in a drop in 2023 revenues, offset with an increase in gross profit margins. This has been achieved through better workforce management as a result of the predictable recurring revenue client base. The directors have considered all relevant information and are satisfied with business performance for the year.
Key performance indicators
|
The key performance indicators of the Group are the maximisation of revenue growth and profitability efficiency, as the headcount increases, and the business continues to grow. The directors are satisfied with the revenue for the period which amounted to £26,767,952 (2022: £31,194,662). This shows a decrease on the prior period which is mainly driven by a reduction in related party revenue as a result of UK cost savings. Gross profit margin has increased slightly to 38% (2022: 35%). The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group and Company have complied with all applicable legislation and regulations.
Principal risks and uncertainties
|
The Group is exposed to a variety of financial risks that include the effects of changes in liquidity risk, credit risks, interest rate risks and foreign exchange rate risk.
Liquidity risk
The Group directors prepare the financial statements on the going concern basis. They consider the Group and parent company to have sufficient working capital for operations. The Group and parent company focuses on the timely receipt of cash from customers and manages this process on a weekly basis. In the event that the Group is in need of extra funds, the Group and Company has access to sufficient, available funding from its ultimate parent company, Factor Law Inc.
Credit risk
The Group has implemented policies that require appropriate credit checks on potential customers before new accounts are accepted. Receivable balances are then monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Page 1
|
Group strategic report (continued)
For the year ended 31 December 2023
Interest rate risk
The Group has interest bearing assets. Interest bearing assets include only cash balances that earn interest based on prevailing bank rates.
Foreign exchange risk
The Group is exposed to fluctuations in the exchange rate of the US Dollar, Hong Kong Dollar and Polish Zloty against Sterling. It is the Group's policy not to take out instruments to hedge exchange movements.
Situation in Ukraine/Russia
Factor Law Ltd does not have any customers or vendors in either Russia or Ukraine and, resultantly, the performance of the business has not been materially effected by the ongoing Ukraine/Russia crisis.
Inflation
Cost inflation during the financial year was high and unpredictable and the future level of inflation remains uncertain. The Group maintains regular forecasts to ensure areas affected by cost increases are identified so mitigating action can be taken. The Group is working with customers, suppliers and employees to mitigate the impact of increasing costs.
This report was approved by the board on 5 September 2024 and signed on its behalf.
Bryan Alan Carson
Director
|
Page 2
|
Directors' report
For the year ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors' responsibilities statement
|
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Group is the provision of legal and consulting services in a wide range of industries and practices through two forms of engagement: Legal Managed Services and Regulatory Response/Projects. The Group provides next-generation solutions for complex legal work at scale, ranging from deadline-driven regulatory projects to long-term managed services performed primarily in Factors delivery centres.
The profit for the year, after taxation, amounted to £110,381 (2022 - loss £207,835).
Total turnover during the year amounted to £26,767,952 (2022 - £31,194,662) with a gross profit of £10,204,016 (2022 - £10,810,924). The directors do not propose a dividend for the year (2022 - £Nil).
The directors who served during the year were:
|
|
Bryan Alan Carson (appointed 8 November 2023)
|
Page 3
|
Directors' report (continued)
For the year ended 31 December 2023
The directors are optimistic on the outlook for the company in the coming year and believe that the company will be well placed to service the needs of any new or existing customers. The company aims to continue on its trajectory of investing heavily in the best and brightest industry professionals in order to continue to tackle meaningful and complex work for a wide range of global clients. This investment in the company’s infrastructure is deemed to be a huge driver for future success; enabling the company to deliver on its ambitions of re-ordering the legal marketplace through the provision of first class service to clients by our highly technical and innovative legal experts. The company anticipates that this will only serve to contribute to many more opportunities for the growth of current client contracts as well as obtaining larger contracts with new clients in the future; to achieve our key performance indicator of revenue growth maximisation.
After reviewing the Group’s forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue existence for the foreseeable future. Further, the directors of the parent undertaking have indicated that they will continue to provide financial support to the company for a period of at least 12 months from the date the accounts are signed and to provide sufficient funds to the company where necessary. The directors have satisfied themselves through enquiry and review of the parent undertaking cash flow forecasts, that it has the means and ability to provide such support to the Group if required. The Group therefore continues to adopt the going concern basis in preparing its financial statements.
Qualifying third party indemnity provisions
|
As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.
The Group systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the company plays a major role in objectives
The Group is committed to employment policies, which follow best practice based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the company. If members of staff become disabled, where possible, the company continues employment, either in the same or an alternative position with appropriate retraining being given if necessary.
Matters covered in the Group strategic report
|
Under schedule 7.1A of "Large and Medium-Sized Companies and Groups (Accounts & Reports) Regulations 2008", the Company has elected to disclose the following Directors' Report information in the Strategic Report:
−Principal risks and uncertainties have been set out in the Strategic report on page 1 - 2; and
−Business review.
Page 4
|
Directors' report (continued)
For the year ended 31 December 2023
Disclosure of information to auditor
|
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
|
There have been no significant events affecting the Group or Company since the year end that have not been disclosed in the financial statements.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 5 September 2024 and signed on its behalf.
Bryan Alan Carson
Director
|
Page 5
|
Independent auditor's report to the members of Factor Law Holdings Ltd
We have audited the financial statements of Factor Law Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of comprehensive income, the Consolidated and Company Balance sheets, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity for the financial year ended 31 December 2023, and the related notes to the financial statements, including a summary of 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, Factor Law Holdings Ltd's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 December 2023 and of the Group financial performance and cash flows for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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.
Page 6
|
Independent auditor's report to the members of Factor Law Holdings Ltd (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
∙the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Page 7
|
Independent auditor's report to the members of Factor Law Holdings Ltd (continued)
Responsibilities of management and those charged with governance for the financial statements
|
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
|
The objectives of an auditor 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 their 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 an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Explanation as to what extent 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, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data privacy laws, Employment laws and Health and safety laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation.
Page 8
|
Independent auditor's report to the members of Factor Law Holdings Ltd (continued)
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:
∙enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Group's regulatory and legal correspondence and review of minutes of board of director's meetings during the year to corroborate inquiries made;
∙gaining an understanding of the entity's current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing
∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating on allowance for the impairment of debtors, estimating the useful lives of tangible fixed assets and estimating the future repairs and restoration costs of the dilapidation provision; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
|
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.
Page 9
|
Independent auditor's report to the members of Factor Law Holdings Ltd (continued)
Bronagh Bourke FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
5 September 2024
Page 10
|
Consolidated statement of comprehensive income
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar expenses
|
|
|
|
Profit/(loss) before taxation
|
|
|
|
|
|
|
|
Profit/(loss) for the financial year
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the year
|
|
|
|
Total comprehensive income/(loss) for the year
|
|
|
|
Profit/(loss) for the year attributable to:
|
|
|
|
Owners of the parent Company
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the year attributable to:
|
|
|
|
Owners of the parent Company
|
|
|
|
|
|
|
|
All amounts relate to continuing operations.
There was no other comprehensive income for the year ended 31 December 2023 (2022: £Nil)
|
The notes on pages 18 to 39 form part of these financial statements.
|
Page 11
|
|
|
|
Factor Law Holdings Ltd
Registered number:06125089
|
Consolidated balance sheet
As at 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the parent Company
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements of Factor Law Holdings Ltd (registered number 06l25089) were approved and authorised for issue by the Board and were signed on its behalf on 5 September 2024.
The notes on pages 18 to 39 form part of these financial statements.
Page 12
|
|
|
|
Factor Law Holdings Ltd
Registered number:06125089
|
Company balance sheet
As at 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As permitted by Section 408 of the Companies Act 2006, the Company's profit and loss account has not been presented separately in these financial statements. The Company's loss for the year ended 31 December 2023 was £47,336 (2022: £Nil).
The financial statements of Factor Law Holdings Ltd (registered number 06125089) were approved and authorised for issue by the Board and were signed on its behalf on 5 September 2024.
The notes on pages 18 to 39 form part of these financial statements.
Page 13
|
Consolidated statement of changes in equity
For the year ended 31 December 2023
|
|
|
|
Equity attributable to owners of parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
For the year ended 31 December 2022
|
|
|
|
Equity attributable to owners of parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 39 form part of these financial statements.
|
Page 14
|
Company statement of changes in equity
For the year ended 31 December 2023
|
The notes on pages 18 to 39 form part of these financial statements.
|
Company statement of changes in equity
For the year ended 31 December 2022
|
The notes on pages 18 to 39 form part of these financial statements.
|
Page 15
|
Consolidated statement of cash flows
For the year ended 31 December 2023
Cash flows from operating activities
|
|
|
Profit/(loss) for the financial year
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
Loss on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in debtors
|
|
|
|
|
|
|
|
|
|
|
|
Other non cash movements - foreign exchange
|
|
|
Net cash (outflow)/inflow from operating activities
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
Purchase of intangible fixed assets
|
|
|
Purchase of tangible fixed assets
|
|
|
Sale of tangible fixed assets
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
Foreign exchange translation adjustment
|
|
|
Cash and cash equivalents at the end of year
|
|
|
|
|
|
Cash and cash equivalents at the end of year comprise:
|
|
|
|
|
|
|
|
|
|
|
|
Page 16
|
Consolidated Analysis of Net Cash
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
Foreign exchange movements
|
|
|
|
|
|
|
|
The notes on pages 18 to 39 form part of these financial statements.
|
Page 17
|
Notes to the financial statements
For the year ended 31 December 2023
Factor Law Holdings Ltd is a private company limited by shares. The Company has been incorporated in England and the address of the registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.
The Company is an investment holding company.
The Group's principal activity is the provision of legal consulting services in a wide range of industries and practices through legal managed services and regulatory response projects. The Legal Managed Services business provides end to end management and delivery of complex legal processes performed primarily in Factor's delivery centres. The Regulatory Response/Contracts Projects business brings client contracts into compliance with new regulatory requirements.
Factor Law Holdings Ltd, through its subsidiary Factor Law Ltd, continues to operate the UK based legal managed services and projects businesses of the Group.
2.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The financial statements are prepared in Sterling (£).
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
After reviewing the Group’s forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue existence for the foreseeable future. Further, the directors of the parent undertaking have indicated that they will continue to provide financial support to the company for a period of at least 12 months from the date the accounts are signed and to provide sufficient funds to the company where necessary. The directors have satisfied themselves through enquiry and review of the parent undertaking cash flow forecasts, that it has the means and ability to provide such support to the Group if required. The Group therefore continues to adopt the going concern basis in preparing its financial statements.
Page 18
|
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
|
|
Exemptions for qualifying entities under FRS 102
|
FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no objection to, the use of exemptions by the Company's shareholders. The Company has taken advantage of the following exemptions:
∙The preparation of a statement of cash flows under FRS 102 paragraph 1.12(b), on the basis that it is a qualifying entity and that the Company's cash flows are included in the consolidated financial statements;
∙Disclosure of financial instruments, required under FRS 102 paragraphs l1.39 to l1.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statements; and
∙Disclosure of the Company key management personnel compensation, as required by FRS 102 paragraph 33.7, as this information is provided in the consolidated financial statements.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Page 19
|
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 20
|
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
The ultimate parent company issues equity-settled share option appreciation rights to certain employees of the Company for their services to the Company. Equity-settled share-based payments are measured at fair value and are recognised as an expense in the profit and loss account with a corresponding increase in equity. The fair values of these payments are measured at each reporting date using option-pricing models, taking into account the terms and conditions upon which the awards are granted. The fair value is recognised over the period during which employees become unconditionally entitled to the awards, subject to the parent company’s estimate of the number of awards which will lapse, either due to employees leaving the Company prior to vesting or due to non-market based performance conditions not being met.
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Page 21
|
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
|
|
Current and deferred taxation (continued)
|
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
Construction in progress is not amortised until complete.
The Group reviews intangible fixed assets for impairment whenever events or changes in circumstances indicate that the useful life is shorter than was originally estimated or if there is an indication of a significant change since the last reporting date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
|
|
|
|
Long-term leasehold property
|
|
14-20% straight line basis
|
|
|
|
|
|
|
20-33% straight line basis
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 22
|
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
|
|
Impairment on non-financial assets
|
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset's cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset's cash generating unit) is compared to the carrying amount of the asset (or asset's cash generating unit). The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's (or asset's cash generating unit) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.
If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss. If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account. Goodwill is allocated on acquisition to the cash generating unit expected to benefit from the synergies of the combination. Goodwill is included in the carrying value of cash generating units for impairment testing.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 23
|
Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans to related parties and investments in non-puttable 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 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 payables or receivables, 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 financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
Page 24
|
Notes to the financial statements
For the year ended 31 December 2023
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are as follows.
Key accounting estimates and assumptions
3.1 Dilapidations provision
The Group is required to perform dilapidation repairs and in certain instances restore leased property to agreed specifications prior to the property being vacated at the end of their lease term. These amounts are based on estimates from an external third party of repair and restoration costs at a future date and therefore, a degree of uncertainty exists.
3.2 Estimating useful lives of depreciable and amortised assets
The annual depreciation and amortisation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The directors annually review these asset lives and adjust them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have significant impact on depreciation and amortisation charges for the period. It is not practical to quantify the impact of changes in asset lives on an overall basis, as asset lives are individually determined, and there are a significant number of asset lives in use. The impact of any change would vary significantly depending on the individual changes in assets and the classes of assets impacted.
3.3 Estimating allowance for impairment of debtors
The Group maintains provisions for impaired accounts at a level considered adequate to provide for probable uncollectable receivables. The level of this provision is regularly evaluated and normally consists of past due accounts that are neither subject of ongoing negotiations with management to revise payment schedules nor secured with any collateral. The provision includes amounts for impaired trade and group debtors.
3.4 Assessing for indicators of impairment
At each reporting date, fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in the Consolidated Statement of comprehensive income. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the Consolidated Statement of comprehensive income.
Page 25
|
Notes to the financial statements
For the year ended 31 December 2023
The entire turnover is attributable to the Group's principal activity.
Analysis of turnover by country of destination:
|
|
|
The operating profit/(loss) is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the group's auditor for the audit of the Company's annual accounts
|
|
|
|
Fees payable to the Company's auditor for other non-audit services - taxation
|
|
|
|
Amortisation of intangible fixed assets
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
|
|
|
Other operating lease rentals
|
|
|
|
|
|
|
Page 26
|
Notes to the financial statements
For the year ended 31 December 2023
Staff costs, including directors' remuneration, were as follows:
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and administration
|
|
|
|
Client service professionals
|
|
|
|
|
|
|
|
|
|
|
Key management compensation
Key management included the directors and members of senior management. The compensation paid or payable to key management for employee services is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Key management compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The directors received £15,332 emoluments during the year (2022: £Nil).
|
Page 27
|
Notes to the financial statements
For the year ended 31 December 2023
|
Interest receivable from group companies
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
Foreign tax on income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
Page 28
|
Notes to the financial statements
For the year ended 31 December 2023
10.Taxation (continued)
|
Factors affecting tax charge for the year
|
|
The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) on ordinary activities before tax
|
|
|
|
Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
Utilisation of tax losses
|
|
|
|
Fixed asset timing differences
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
Other timing differences leading to an increase (decrease) in taxation
|
|
|
|
Movements in deferred tax not recognised
|
|
|
|
Effect of overseas tax rate
|
|
|
|
Total tax charge for the year
|
|
|
|
Factors that may affect future tax charges
|
The standard rate of UK Corporation Tax increased from 19% to 25% from 1 April 2023. The 19% tax rate will continue to apply to 'small' companies with profits less than £50,000, with a 'taper relief rate' for those companies with profits between the new thresholds. Deferred tax assets and liabilities have been recognised using the tax rates applicable for the date the assets and liabilities are expected to reverse.
The standard rate of Poland Corporation tax is 19% (2022: 19%).
Page 29
|
Notes to the financial statements
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction-in-progress
This fixed asset class relates to the ongoing development of capitalised software at the year-end date. It is anticipated that this capitalised software will be put into use in the following financial year.
Company
The Company held no intangible assets at the year end (2022: £Nil).
|
Page 30
|
Notes to the financial statements
For the year ended 31 December 2023
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company held no tangible fixed assets at the year end (2022: £Nil).
|
Page 31
|
Notes to the financial statements
For the year ended 31 December 2023
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
11-12 St James's Square, Suite 1, 3rd Floor, London, SW1Y 4LB
|
Provision of legal and consulting services
|
|
|
|
|
Kazimierza Wielkiego, 3 50-077, Wroclaw, Poland
|
Provision of legal and consulting services
|
|
|
Page 32
|
Notes to the financial statements
For the year ended 31 December 2023
|
Due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The impairment loss recognised in the Group profit and loss in respect of bad and doubtful trade debtors for the year was £Nil (2022: £Nil).
Prepayments and accrued income contains a total of £123,193 unbilled receivables in the year (2022: £458,876).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand and relate entirely to the parent company, Factor Law Inc.
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 33
|
Notes to the financial statements
For the year ended 31 December 2023
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All assets and liabilities of the Group are measured at amortised cost and therefore there are no assets or liabilities measured at fair value which require disclosure.
|
Page 34
|
Notes to the financial statements
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Credited to profit or loss
|
|
|
Foreign exchange movement
|
|
|
|
|
|
Fixed asset timing differences
|
|
|
|
Short term timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
|
The provision relates to the Group's expected cost of returning their leasehold property to the condition that existed at the inception of the lease; the associated lease expires in April 2027.
The other provision relates to the Company's expected reimbursement for grants received upon non-compliance with the grant's terms and conditions.
|
Page 35
|
Notes to the financial statements
For the year ended 31 December 2023
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
1 (2022 - 1) Ordinary share of £1.00
|
|
|
Called up share capital
Called up share capital represents the nominal value of shares that have been issued.
Other reserves
Other reserves relates to the contribution received from the ultimate parent company in relation to issued equity-settled share option appreciation rights and the contribution of net assets to the subsidiary at spin off.
Profit and loss account
The profit and loss reserve represents cumulative profits or losses, including net of dividends paid and other adjustments.
Page 36
|
Notes to the financial statements
For the year ended 31 December 2023
During the year ended 31 December 2023, the ultimate parent company issued equity-settled share options appreciation rights to certain employees of the Group for their services to the Company, this arrangement is described below:
|
|
Weighted average exercise price (pence)
|
|
Weighted average exercise
price
(pence)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the year
|
|
|
|
|
|
Exercised during the year
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the year
|
|
|
|
|
|
Exercisable at the end of the year
|
|
|
|
|
The options outstanding at 31 December 2023 had exercise prices ranging from £0.12 to £0.53 (2022: £0.12 to £0.53) and the weighted average remaining contractual life of 6.0 years (2022: 7.5 years).
The expense in the year ended 31 December 2023 arising from share-based payment transactions is £Nil (2022: £Nil).
The contractual life of all share options is 10 years.
The vesting conditions for all share based payments are that at all times since the grant date, the option holder is an employee, officer or director of, or consultant or advisor to, Factor Law Inc, Axiom Global Inc., or any parent or subsidiary of Factor Law Inc. or Axiom Global Inc.
Page 37
|
Notes to the financial statements
For the year ended 31 December 2023
23.Share-based payments (continued)
The estimated fair value was calculated by applying the Black-Scholes option pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average share price (pence)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £343,440 (2022: £505,691); at the balance sheet date £61,548 was unpaid (2022: £198,746).
|
Commitments under operating leases
|
|
At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
Related party transactions
|
|
The Company has taken advantage of the exemption under paragraph 33.1A from the provisions of FRS 102 "Related Party Disclosures" from disclosing transactions with related parties that are part of the Factor Law Inc. group.
|
|
Post balance sheet events
|
There have been no significant events affecting the Group or Company since the year end that have not been disclosed in the financial statements.
Page 38
|
Notes to the financial statements
For the year ended 31 December 2023
|
Ultimate parent undertaking and controlling party
|
The immediate and ultimate parent undertaking of the Company during the year was Factor Law Inc, a company incorporated in the USA.
The smallest and largest group of undertakings which prepares consolidated financial statements which are publicly available, and of which the company is a member, is Factor Law Holdings Ltd, a company incorporated in England and Wales. The group financial statements are available from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ. The largest group of undertakings which prepares consolidated financial statements is Factor Law Inc., a company incorporated in the USA. These financial statements are not publicly available.
The directors do not consider there to be one ultimate controlling party.
Page 39
|