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Company registration number: 11448803







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


SOLENT GROUP HOLDINGS LIMITED






































img0f50.png                        

 


SOLENT GROUP HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
I C Brown 
J P Jeffers (resigned 23 June 2023)
D J Scott-Healey 




Registered number
11448803



Registered office
Forum 5 Solent Business Park
Whiteley

Fareham

Hampshire

PO15 7PA




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX





 


SOLENT GROUP HOLDINGS LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Statement of Financial Position
10 - 11
Company Statement of Financial Position
12
Consolidated Statement of Changes in Equity
13 - 14
Company Statement of Changes in Equity
15 - 16
Consolidated Statement of Cash Flows
17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 37


 


SOLENT GROUP HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the Year Ended 31st December 2023.
The Group consists of a holding company, Solent Group Holdings Limited (“SGH”), trading entity, Tailor Made Technologies Limited (“TMT”) and a dormant company, Peach Technologies Limited (“Peach”).
For the purpose of this report, the results discussed are for the combined Group.
SGH is one of the largest privately owned IT managed services and communications providers for SME’s in the UK. The Group’s strapline is “Powering Business Success with Managed IT, Cyber Security and Communications”. TMT’s innovative services and solutions coupled with both a highly customer-centric approach and “one-stop-shop” capability is why organisations choose TMT to deliver transformative IT and Communications solutions.

Review of the Groups’ business
 
Turning to the key results and KPIs for the period under review:
Revenue on a statutory basis declined 2% to £15.35m (FY2022: £15.72m) and gross profit reduced by 13% to £4.9m (FY22: £5.6m) and to 32% (FY22: 36%) of revenues. 2023 was a mixed year for the Group, as it suffered from an industry wide slowdown specifically in Q4 due to external macro factors including rapid increases in the cost of capital and political uncertainty. As a result customer project work was delayed deflating the group’s financial results.  
Despite the economic headwinds, the Group’s recurring revenues held up well, with some notable growth success. Core IT managed services grew 15% YoY – showcasing the trust customers have put into the Group’s services teams, and hosted telephony grew over 30% YoY reflecting the increasing market trend for cloud based telephony services moving away from more capital intensive on prem solutions. 
Recurring revenues continue to account by far the majority of the Group’s revenues at circa 68% of the total. Overall Hosted and Cloud services now represent circa 31% of the Group’s overall recurring revenues. During 2023 the group continued its investment in it’s innovate range of cyber security services and capability tailored for the SME market, and as a result of strong demand doubled the revenues of its cyber managed services revenues.  Further illustrating the point, within professional services cyber consultancy and security reviews revenue grow 32% YoY. Strong growth within cyber services is expected to continue in 2024.
Weak Q4 performance during 2023, reduced overall Adjusted EBITDA for period to circa to c £1.10m, however since the year end there has been a strong recovery and as a result growth is expected in both revenue and EBITDA for 2024.
During the year the Group welcomed 28 new employees - many of which are skilled technical professionals - to the business as part of its transformation and focus on key selected IT and cyber services revenues. 
The Group remains confident in its ambitions to become one of the leading Managed Service Providers for IT & Communications dedicated to SME organisations in Southern England.
The directors are satisfied with the net asset position of the Group.

Future developments

The group expect to grow organically within the Solent region.

Principal risks and uncertainties
 
The Group faces a number of regular business risks and uncertainties including potential changes to the economic and regulatory environment in its target markets.
The Group is impacted by external macro factors that affect the UK economy and in particular SME organisations. The Group considers itself relatively well protected against significant customer risk due to its diverse customer base. The Group seeks to mitigate such risks by adapting its own commercial activities and procedures.

Page 1

 


SOLENT GROUP HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern
 
For going concern, The Group is considered as a whole. The Directors have reviewed the future trading cashflows for the period to 1 September 2024.
In April 2023, the Group signed a revised banking facility with Santander who have and continue to be supportive of the company. The group expects to complete a re financing of its debt facility during the first half of 2025.
The Group has a stable and substantial customer base with no major reliance on any one customer.
2024 has seen an improvement in trading for the Group as a result of growing sales order intake. 
After reviewing the Group’s forecasts and projections the Directors have a reasonable expectation that the Group has adequate facilities and financial support to continue in operational existence for the next 12 months from the date of these accounts.


This report was approved by the board and signed on its behalf.



................................................
D J Scott-Healey
Director

Date: 20 September 2024

Page 2

 


SOLENT GROUP HOLDINGS LIMITED
 


 
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 judgments and accounting estimates that are reasonable and prudent;

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 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £364,167 (2022 - loss £243,353).

Directors

The directors who served during the year were:

I C Brown 
J P Jeffers (resigned 23 June 2023)
D J Scott-Healey 

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 3

 


SOLENT GROUP HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 20 September 2024 and signed on its behalf.
 





................................................
D J Scott-Healey
Director

Page 4

 


SOLENT GROUP HOLDINGS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLENT GROUP HOLDINGS LIMITED

Opinion


We have audited the financial statements of Solent Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 


SOLENT GROUP HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLENT GROUP HOLDINGS LIMITED (CONTINUED)

Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 


SOLENT GROUP HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLENT GROUP HOLDINGS LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.


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

The Company is subject to laws and regulations that directly affect the financial statements including financial
reporting legislation, and general regulations such as health and safety. There are no industry specific laws and
regulations which would be deemed to have a significant impact on the financial statements. We assessed the extent of compliance with the appropriate laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to
management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions.
°Misappropriation of funds through fraudulent purchase ledger and payroll activity.
°Manipulation of amounts subject to significant judgment or estimate.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our 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 Auditors' Report.


Page 7

 


SOLENT GROUP HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLENT GROUP HOLDINGS LIMITED (CONTINUED)

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 2006Our 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 Auditors' 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.





Mr James Hadfield FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
3000a Parkway
Whiteley
Hampshire
PO15 7FX

20 September 2024
Page 8

 


SOLENT GROUP HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Turnover
  
15,348,743
15,718,401

Cost of sales
  
(10,330,035)
(10,264,444)

Gross profit
  
5,018,708
5,453,957

Administrative expenses
  
(4,938,691)
(5,225,972)

Other operating income
 5 
11
629

Operating profit
 6 
80,028
228,614

Interest receivable and similar income
 9 
236
-

Interest payable and similar expenses
 10 
(535,110)
(390,348)

Loss before taxation
  
(454,846)
(161,734)

Tax on loss
 11 
90,679
(81,619)

Loss for the financial year
  
(364,167)
(243,353)

  

Total comprehensive income for the year
  
(364,167)
(243,353)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(364,167)
(243,353)

  
(364,167)
(243,353)

The notes on pages 19 to 37 form part of these financial statements.




Operating profit (EBIT) as above
80,028
228,614

Amortisation
805,844
797,949

Depreciation

96,146
78,149

EBITDA
982,018
1,104,712

Exceptional items

112,076
242,427

Adjusted EBITDA
1,094,094
1,347,139

Page 9

 


SOLENT GROUP HOLDINGS LIMITED
REGISTERED NUMBER:11448803



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
3,670,763
4,421,043

Tangible assets
 15 
157,438
116,633

  
3,828,201
4,537,676

Current assets
  

Stocks
 17 
103,602
66,611

Debtors: amounts falling due after more than one year
 18 
1,547,264
1,547,264

Debtors: amounts falling due within one year
 18 
1,701,291
1,497,925

Cash at bank and in hand
 19 
397,309
376,070

  
3,749,466
3,487,870

Creditors: amounts falling due within one year
 20 
(3,865,676)
(6,757,983)

Net current liabilities
  
 
 
(116,210)
 
 
(3,270,113)

Total assets less current liabilities
  
3,711,991
1,267,563

Creditors: amounts falling due after more than one year
 21 
(4,263,640)
(1,091,378)

Net (liabilities)/assets
  
(551,649)
176,185

Page 10

 


SOLENT GROUP HOLDINGS LIMITED
REGISTERED NUMBER:11448803


    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 24 
152
152

Share premium account
 25 
92,798
92,798

Merger reserve
 25 
679,058
679,058

Profit and loss account
 25 
(1,323,657)
(595,823)

Equity attributable to owners of the parent Company
  
(551,649)
176,185


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
D J Scott-Healey
Director

Date: 20 September 2024

The notes on pages 19 to 37 form part of these financial statements.

Page 11

 


SOLENT GROUP HOLDINGS LIMITED
REGISTERED NUMBER:11448803



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
7,544,574
7,544,574

  
7,544,574
7,544,574

Current assets
  

Debtors: amounts falling due within one year
 18 
420
91,099

Cash at bank and in hand
 19 
940
177

  
1,360
91,276

Creditors: amounts falling due within one year
 20 
(3,015,365)
(5,255,032)

Net current liabilities
  
 
 
(3,014,005)
 
 
(5,163,756)

Total assets less current liabilities
  
4,530,569
2,380,818

  

Creditors: amounts falling due after more than one year
 21 
(4,178,878)
(1,091,378)

  

Net assets
  
351,691
1,289,440


Capital and reserves
  

Called up share capital 
 24 
152
152

Share premium account
 25 
92,798
92,798

Profit and loss account brought forward
  
1,196,490
(17,287)

Loss/(profit) for the year
  
(574,082)
1,607,877

Other changes in the profit and loss account

  

(363,667)
(394,100)

Profit and loss account carried forward
  
258,741
1,196,490

  
351,691
1,289,440


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
D J Scott-Healey
Director

Date: 20 September 2024

The notes on pages 19 to 37 form part of these financial statements.

Page 12


 
SOLENT GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£
£


At 1 January 2023
152
92,798
679,058
(595,823)
176,185
176,185



Comprehensive income for the year


Loss for the year
-
-
-
(364,167)
(364,167)
(364,167)



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(363,667)
(363,667)
(363,667)



At 31 December 2023
152
92,798
679,058
(1,323,657)
(551,649)
(551,649)



The notes on pages 19 to 37 form part of these financial statements.

Page 13


 
SOLENT GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Share premium account
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£
£


At 1 January 2022
152
92,798
679,058
41,631
813,639
813,639



Comprehensive income for the year


Loss for the year
-
-
-
(243,353)
(243,353)
(243,353)



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(394,101)
(394,101)
(394,101)



At 31 December 2022
152
92,798
679,058
(595,823)
176,185
176,185



The notes on pages 19 to 37 form part of these financial statements.

Page 14

 


SOLENT GROUP HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
152
92,798
1,196,490
1,289,440


Comprehensive income for the year

Loss for the year
-
-
(574,082)
(574,082)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(363,667)
(363,667)


At 31 December 2023
152
92,798
258,741
351,691


The notes on pages 19 to 37 form part of these financial statements.

Page 15

 


SOLENT GROUP HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
152
92,798
(17,287)
75,663


Comprehensive income for the year

Profit for the year
-
-
1,607,877
1,607,877


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(394,100)
(394,100)


At 31 December 2022
152
92,798
1,196,490
1,289,440


The notes on pages 19 to 37 form part of these financial statements.

Page 16

 


SOLENT GROUP HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(364,167)
(243,353)

Adjustments for:

Amortisation of intangible assets
805,844
797,949

Depreciation of tangible assets
96,146
78,149

Interest paid
535,110
390,348

Interest received
(236)
-

Taxation charge
(90,679)
81,619

(Increase)/decrease in stocks
(36,991)
80,297

(Increase)/decrease in debtors
(203,366)
490,374

Increase/(decrease) in creditors
597,381
(879,177)

Corporation tax (paid)
(543)
(122,011)

Net cash generated from operating activities

1,338,499
674,195


Cash flows from investing activities

Purchase of intangible fixed assets
(55,564)
(2,067)

Purchase of tangible fixed assets
(139,030)
(18,724)

Sale of tangible fixed assets
2,079
-

Interest received
236
-

HP interest paid
(5,616)
-

Net cash from investing activities

(197,895)
(20,791)

Cash flows from financing activities

Repayment of loans
(300,000)
-

Other new loans
-
200,000

Repayment of/new finance leases
73,796
(46,881)

Dividends paid
(363,667)
(394,101)

Interest paid
(529,494)
(390,348)

Net cash used in financing activities
(1,119,365)
(631,330)

Net increase in cash and cash equivalents
21,239
22,074

Cash and cash equivalents at beginning of year
376,070
353,996

Cash and cash equivalents at the end of year
397,309
376,070


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
397,309
376,070

397,309
376,070


Page 17

 


SOLENT GROUP HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

376,070

21,239

397,309

Debt due after 1 year

(1,091,378)

-

(1,091,378)

Debt due within 1 year

(3,912,840)

295,544

(3,617,296)

Finance leases

(24,264)

(73,796)

(98,060)


(4,652,412)
242,987
(4,409,425)

The notes on pages 19 to 37 form part of these financial statements.

Page 18

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Solent Group Holdings Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the Groups' operations and its principle activities are set out in the directors' report.

2.Accounting policies

 
2.1

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 judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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 Statement of Financial Position, 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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 December 2019.

 
2.3

Going concern

For going concern, the Group is considered as a whole. The Directors have reviewed the future trading and cash flow forecasts out to December 2025. 
The Group has a stable and substantial customer base with no major reliance in any one customer.
The Group forecasts show an expected increase in both revenue and profitability over the next 12 months which is reflection of a growing order book.
After reviewing the Group’s forecasts and projections the Directors have a reasonable expectation that the group has adequate facilities to continue in operational existence for the foreseeable future and not less than twelve months from the approval of the financial statements. The Group and company therefore continue to adopt the going concern basis in preparing its consolidated financial statements.
The Consolidated Statement of Financial Position is showing a net liabilities position. This is due to the bank loan and other loans. During the year, the group signed a new 3 year banking facility with Santander to counter this impact.

Page 19

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

 
2.5

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.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 20

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Taxation

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 reporting date in the countries where the Company and the Group operate and generate income.

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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.

 The estimated useful lives range as follows:

Goodwill
-
10 years
Software
-
4 - 10 years

 
2.12

Tangible fixed assets

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.

Page 21

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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:

Motor vehicles
-
25% reducing balance
Fixtures, fittings and equipment
-
5 - 25% straight line

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised
Page 22

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.15
Financial instruments (continued)

transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.16

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 board meetings.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the members have made the following judgements:
To determine whether there are indicators of impairment of the company's tangible and intangible assets, including goodwill. Factors taken into consideration in reading such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Page 23

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

2023
2022
£
£



Sales of hardware & software
3,757,217
3,655,870

Services
11,591,526
12,062,531

15,348,743
15,718,401

All revenues arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Other operating income
11
629

11
629



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Other operating lease rentals
103,421
132,817


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
23,050
21,450

Page 24

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
4,652,439
5,079,781

Social security costs
549,387
629,050

Cost of defined contribution scheme
149,234
170,385

5,351,060
5,879,216

The average monthly number of employees, including the directors, during the year was as follows:


2023
2022
No.
No.



Staff
105
122

Directors
7
7

112
129

The company has no employees other than the directors, who did not receive any remuneration from the company (2022 - £Nil).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
236
-

236
-


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
524,787
384,076

Other loan interest payable
4,707
6,272

Finance leases and hire purchase contracts
5,616
-

535,110
390,348

Page 25

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


As restated
2023
2022
£
£

Corporation tax


Current tax on profits for the year
34,118
125,140

Adjustments in respect of previous periods
(124,797)
(43,521)


(90,679)
81,619


Total current tax
(90,679)
81,619

Deferred tax

Total deferred tax
-
-


Taxation on (loss)/profit on ordinary activities
(90,679)
81,619

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

As restated
2023
2022
£
£


Loss on ordinary activities before tax
(454,846)
(161,734)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(106,980)
(30,729)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
166,056
134,144

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,605
(6,044)

Capital allowances for year in excess of depreciation
(127)
21,343

Adjustments to tax charge in respect of prior periods
(124,797)
(43,521)

Deferred tax movements not recognised
(31,049)
-

Changes in provisions leading to an increase (decrease) in the tax charge
775
6,426

Change in deferred tax rate
1,838
-

Total tax charge for the year
(90,679)
81,619

Page 26

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Dividends

2023
2022
£
£


Dividends
363,667
394,101

363,667
394,101


13.


Exceptional items

Group

Group
As restated
2023
2022
£
£


Refinancing costs
40,975
56,109

Reorganisation costs
8,178
-

Redundancy costs
15,202
7,797

R&D related professional fees
10,000
28,943

Stock write off
37,721
149,578

112,076
242,427

Page 27

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group and Company





Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2023
95,658
7,652,210
7,747,868


Additions
55,564
-
55,564



At 31 December 2023

151,222
7,652,210
7,803,432



Amortisation


At 1 January 2023
54,447
3,272,378
3,326,825


Charge for the year on owned assets
30,818
775,026
805,844



At 31 December 2023

85,265
4,047,404
4,132,669



Net book value



At 31 December 2023
65,957
3,604,806
3,670,763



At 31 December 2022
41,211
4,379,832
4,421,043



The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

Page 28

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Motor vehicles
Fixtures, fittings and equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
-
312,702
312,702


Additions
113,471
25,559
139,030


Disposals
-
(27,747)
(27,747)



At 31 December 2023

113,471
310,514
423,985



Depreciation


At 1 January 2023
-
196,069
196,069


Charge for the year on owned assets
21,276
74,870
96,146


Disposals
-
(25,668)
(25,668)



At 31 December 2023

21,276
245,271
266,547



Net book value



At 31 December 2023
92,195
65,243
157,438



At 31 December 2022
-
116,633
116,633

Page 29

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
7,544,574



At 31 December 2023
7,544,574





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Tailor Made Technologies Limited
Forum 5 Solent Business Park, Whiteley, Fareham, PO15 7PA
Ordinary
100%
Peach Technologies Limited
Forum 5 Solent Business Park, Whiteley, Fareham, PO15 7PA
Ordinary
100%


17.


Stocks

Group

Group
As restated
2023
2022
£
£

Finished goods and goods for resale
103,602
66,611

103,602
66,611


Page 30

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Due from participating interests
1,547,264
1,547,264
-
-

1,547,264
1,547,264
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
688,524
715,362
-
-

Other debtors
112,012
101,692
420
91,099

Prepayments and accrued income
900,755
680,871
-
-

1,701,291
1,497,925
420
91,099



19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
397,309
376,070
940
177

397,309
376,070
940
177


Page 31

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank loans
500,000
3,887,500
500,000
3,887,500

Trade creditors
1,124,342
560,994
9,480
-

Amounts owed to group undertakings
-
-
1,787,651
857,201

Corporation tax
34,118
125,340
-
200

Other taxation and social security
684,917
695,675
-
-

Obligations under finance lease and hire purchase contracts
13,298
24,264
-
-

Other creditors
1,074,437
770,518
718,234
510,131

Accruals and deferred income
434,564
693,692
-
-

3,865,676
6,757,983
3,015,365
5,255,032


The bank loans and overdrafts of £500,000 (2022 - £3,887,500) are secured by a fixed floating charge over the Groups' assets.
Items held under hire purchase and finance leases of £13,298 (2022 - £24,264) are secured against the fixed asset in which they relate.


21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
3,087,500
-
3,087,500
-

Other loans
1,091,378
1,091,378
1,091,378
1,091,378

Net obligations under finance leases and hire purchase contracts
84,762
-
-
-

4,263,640
1,091,378
4,178,878
1,091,378


The bank loans and overdrafts of £3,087,500 (2022 - £Nil) are secured by a fixed floating charge over the Groups' assets.
tems held under hire purchase and finance leases of £84,762 (2022 - £Nil) are secured against the fixed asset in which they relate.



Page 32

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
500,000
3,887,500
500,000
3,887,500


500,000
3,887,500
500,000
3,887,500

Amounts falling due 1-2 years

Bank loans
3,087,500
-
3,087,500
-

Other loans
-
1,091,378
-
1,091,378


3,087,500
1,091,378
3,087,500
1,091,378

Amounts falling due 2-5 years

Other loans
891,378
-
891,378
-

Amounts falling due after more than 5 years

Other loans
200,000
-
200,000
-

4,678,878
4,978,878
4,678,878
4,978,878


The bank loans and overdrafts of £3,587,500 (2022 - £3,887,500) are secured by a fixed floating charge over the Groups' assets.


23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
13,298
24,264

Between 1-5 years
84,762
-

98,060
24,264

tems held under hire purchase and finance leases of £84,762 (2022 - £Nil) are secured against the fixed asset in which they relate.

Page 33

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



423,000 (2022 - 423,000) Ordinary A shares of £0.0001 each
42.3
42.3
23,000 (2022 - 23,000) Ordinary B shares of £0.0001 each
2.3
2.3
510,000 (2022 - 510,000) Ordinary C shares of £0.0001 each
51.0
51.0
15,000 (2022 - 15,000) Ordinary I shares of £0.0001 each
1.5
1.5
2,000 (2022 - 2,000) Ordinary L shares of £0.0001 each
0.2
0.2
547,000 (2022 - 547,000) Ordinary M shares of £0.0001 each
54.7
54.7

152.0

152.0

Each Ordinary share has equal voting and dividend rights.



25.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Merger Reserve

Arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

Page 34

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Share-based payments

Under the group plan, 108,853 share options were granted between six employees in 2019 and 44,230 share
options were granted to one employee in 2020. 39,235 options were forfeited during the current year. All other options remain outstanding at the year end. The employees are only entiltled to exercise the share options on an exit event and if the market and non-market conditions are met. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the group before the share options become exercisable.

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

62.00

88,827

62.00
 
153,083
 
Forfeited during the year

62.00

(39,235)

62.00
 
(64,256)
 
Outstanding at the end of the year

49,592

 
88,827
 

Non-vesting conditions have been taken into account when estimating the fair value of the option at grant date.
Service conditions are taken into account by adjusting the number of options expected to vest at each reporting
date.
The options outstanding as at 31 December 2023 had an exercise price of £0.62 each and an expiry date
of 14 November 2029.
No charge has been made to the profit or loss account in respect of this, on the grounds of materiality.




Page 35

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Prior year adjustment

A prior year adjustment has been recognised inTailor Made Technologies Limited in relation to the overstatement of stock identified in earlier years.
The impact of this prior year adjustment is shown below:

2022 as previously reported
Adjustment
2022 as restated
        £
        £
        £
Consolidated Statement of Comprehensive Income

Cost of sales

(10,114,866)

(149,578)

(10,264,444)
 
Gross profit

5,603,535

(149,578)

5,453,957
 
Operating profit

378,192

(149,578)

228,614
 
Loss before tax

(12,156)

(149,578)

(161,734)
 
Tax on loss

(110,038)

28,420

(81,619)
 
Loss after tax

(122,194)

(121,158)

(243,353)
 

Consolidated Statement of Financial Position

Stocks

216,189

(149,578)

66,611
 
Creditors: amounts falling due within one year

(6,786,402)

28,420

(6,757,983)
 
Net current liabilities

(3,148,954)

(121,158)

(3,270,113)
 
Total assets less current liabilities

1,388,722

(121,158)

1,267,563
 
Net assets

297,344

(121,158)

176,185
 
Profit and loss reserve

(474,664)

(121,158)

(595,823)
 


28.


Pension commitments

The Group operates a defined contribution 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 £144,557 (2022 - £197,545). Contributions totalling £24,796 (2022 - £25,340) were payable to the fund at the reporting date and are included within other creditors.


29.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
227,587
131,486

Later than 1 year and not later than 5 years
371,523
328,659

599,110
460,145

Amounts expensed within the Income Statement, relating to operating leases were £204,728 (2022 - £268,900).

Page 36

 


SOLENT GROUP HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.Other financial commitments

The group, consisting of Solent Group Holdings Limited, Tailor Made Technologies Limited and Peach Technologies
Limited have in place a group overdraft facility of £300,000 (2022 - £300,000). Each of the members of the group
has entered into a cross guarantee agreement in respect of this facility. At the year end the amount drawn on the
facility across the group was £Nil (2022 - £Nil).


31.


Related party transactions

The Group has taken advantage of the exemption available in section 33.1A of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the Group.
At the year end the company owed two directors a total of £1,091,378 of other loans (2022 - £1,091,378). Interest of £203,103 (2022 - £165,792) was charged to the Group and company on these related party loan balances in the year under review such that the accrued interest due to the directors totals £713,234 (2022 - £510,131).
At the year end a directors loan balance was in a credit positon with a balance of £5,000 (2022 - £84,666). The prior year balance was fully repaid in March 2023.
As at the year end, an amount of £1,547,264 (2022 - £1,547,264) was due from a related party in which a company director has a controlling interest in. 


32.


Controlling party

In the opinion of the directors, there is no controlling majority interest in the group at the year end.

 
Page 37