Company registration number 02744578 (England and Wales)
REVERSE ENGINEERING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
31 December 2023
REVERSE ENGINEERING LIMITED
COMPANY INFORMATION
Director
Dr X J Zhang
Company number
02744578
Registered office
781 Wilmslow Road
Manchester
M20 2RW
Auditor
JS. Audit Limited
James House
Stonecross Business Park
Yew Tree Way
Warrington
Cheshire
WA3 3JD
Business address
781 Wilmslow Road
Manchester
M20 2RW
Bankers
The Co-operative Bank plc
PO Box 101
1 Balloon Street
Manchester
M60 4EP
REVERSE ENGINEERING LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
REVERSE ENGINEERING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Fair review of the business

The results for the group show a pre-tax loss of £1.1m (2022: £1.1m profit) for the year and turnover of £13.7m (2022: £13.1m).

 

The performance of the group remains steady despite challenging economic market conditions due to oil price fluctuations and geopolitical conflicts, revenue remains consistent and the group’s range of leak and theft detection and simulation solutions, expert knowledge and wide customer base continue to generate global opportunities.

 

Strategy

The group’s success is pertained to the track record of its leak and theft detection systems and the group regard continued development and investment in research of new products as the foremost way of maintaining its leading market position.

 

The group remains focused on achieving its diversification strategy by 2025 and efforts to develop new products and markets are ongoing. The increased investment in research and development throughout 2023 has reduced the profit margin. In addition, to help our staff cope with the cost of living crisis the group has given generous salary increases and bonuses while such cost increases have not been passed to our customers. However the group expects to increase the profit margin by the commercialisation of the new products and services in the near future

Principal risks and uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of risks.  Risks are rigorously monitored and regularly reviewed by the Board and appropriate processes put in place to manage and mitigate them. 

 

The key business risks affecting the Group are set out below.

 

Commodity risk

The commodity price of oil has impacted the investment decisions of the major pipeline organisations, reducing large scale investment prospects significantly. The drive for net zero has also adversely impacted on investments in the oil and gas industry. The group is investing in new product development to ensure that their product portfolio is diverse to adapt to wider markets and industries.

 

Foreign exchange risk

The group has predominantly international operations so exposure to currency fluctuation are substantial. The group continually monitors the market movements and suitable hedges are used to mitigate this risk.

Key performance indicators

The Group monitor progress and the impact of policy adjustments with reference to gross profit margins and PBT growth combined with ongoing monitoring of our liquidity position.

 

                    2023    2022

        

Gross Margin        68.0%    75.1%    Gross profit generated as a                                 proportion of revenue

 

PBT            £(1.1)m    £1.1m    (Loss)/Profit before tax

            

REVERSE ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

On behalf of the board

Dr X J Zhang
Director
18 September 2024
REVERSE ENGINEERING LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

Results and dividends

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

Ordinary dividends were paid amounting to £4,433,005. The director does not recommend payment of a further dividend.

Director

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

Dr X J Zhang
Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to generate interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its floating rate deposits. The group does not consider it necessary to use any financial products to mitigate this risk.

Credit risk

Investments of cash surpluses are made through banks which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Research and development

The group continues to invest in the development of its software and hardware leak detection solutions. The director regards investment in research and development as essential for maintaining its position in the market and for the continued growth and success of the business.

Future developments

The global oil market is expected to remain challenging during 2024 but the director remains confident that continued development of the group's product range, expansion of customer base and global markets will maintain opportunities for the next year and beyond.

Auditor

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

REVERSE ENGINEERING LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Statement of director's responsibilities

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

 

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

 

 

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

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as the director is aware, there is no relevant audit information of which the auditor of the company and group is unaware. Additionally, the director has taken all the necessary steps that she ought to have taken as a director in order to make herself aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.

On behalf of the board
Dr X J Zhang
Director
18 September 2024
REVERSE ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF REVERSE ENGINEERING LIMITED
- 5 -
Opinion

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

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

REVERSE ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REVERSE ENGINEERING LIMITED
- 6 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of director

As explained more fully in the director's responsibilities statement included within the director's report, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the 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 director is 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 director either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities and 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.

 

Based on our understanding of the group and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but were not limited to, the Companies Act 2006, UK tax, employment and pension law and Health & Safety regulations 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.

 

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 management bias in accounting estimates and judgements and risk of fraudulent revenue recognition.

REVERSE ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REVERSE ENGINEERING LIMITED
- 7 -

Our procedures to respond to risks identified included the following:

 

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Christopher Moss BSc F.C.A. (Senior Statutory Auditor)
For and on behalf of JS. Audit Limited
26 September 2024
Chartered Accountants
Statutory Auditor
James House
Stonecross Business Park
Yew Tree Way
Warrington
Cheshire
WA3 3JD
REVERSE ENGINEERING LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
13,682,498
13,098,493
Cost of sales
(4,403,279)
(3,264,503)
Gross profit
9,279,219
9,833,990
Administrative expenses
(10,768,807)
(9,036,173)
Other operating income
91,121
169,993
Operating (loss)/profit
4
(1,398,467)
967,810
Interest receivable and similar income
8
320,794
125,496
Fair value gains and losses on investment properties
12
(55,733)
-
0
(Loss)/profit before taxation
(1,133,406)
1,093,306
Tax on (loss)/profit
9
530,962
303,178
(Loss)/profit for the financial year
(602,444)
1,396,484
Other comprehensive income
Revaluation of tangible fixed assets
30,000
-
0
Currency translation differences
(111,909)
22,783
Total comprehensive income for the year
(684,353)
1,419,267
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

REVERSE ENGINEERING LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
11
3,002,523
3,112,955
Investment properties
12
1,017,000
1,072,733
4,019,523
4,185,688
Current assets
Stocks
15
228,506
158,226
Debtors
16
10,563,967
10,623,981
Cash at bank and in hand
8,645,164
12,165,653
19,437,637
22,947,860
Creditors: amounts falling due within one year
17
(9,522,886)
(8,081,916)
Net current assets
9,914,751
14,865,944
Total assets less current liabilities
13,934,274
19,051,632
Capital and reserves
Called up share capital
22
2,001,500
2,001,500
Share premium account
23
200,000
200,000
Revaluation reserve
23
30,000
-
0
Merger reserve
23
(1,969,569)
(1,969,569)
Profit and loss reserves
23
13,672,343
18,819,701
Total equity
13,934,274
19,051,632
The financial statements were approved and signed by the director and authorised for issue on 18 September 2024
18 September 2024
Dr X J Zhang
Director
REVERSE ENGINEERING LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
11
2,822,195
2,866,613
Investment properties
12
1,017,000
1,072,733
Investments
13
2,000,000
2,000,000
5,839,195
5,939,346
Current assets
Debtors
16
2,642,362
2,636,938
Cash at bank and in hand
281,430
201,775
2,923,792
2,838,713
Creditors: amounts falling due within one year
17
(21,179)
(20,739)
Net current assets
2,902,613
2,817,974
Total assets less current liabilities
8,741,808
8,757,320
Creditors: amounts falling due after more than one year
18
(6,251,346)
(6,176,758)
Provisions for liabilities
20
(10,000)
-
0
Net assets
2,480,462
2,580,562
Capital and reserves
Called up share capital
22
2,001,500
2,001,500
Share premium account
23
200,000
200,000
Revaluation reserve
23
30,000
-
0
Profit and loss reserves
23
248,962
379,062
Total equity
2,480,462
2,580,562

As permitted by s408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,302,905 (2022 - £4,609,877 profit).

The financial statements were approved and signed by the director and authorised for issue on 18 September 2024
18 September 2024
Dr X J Zhang
Director
Company Registration No. 02744578
REVERSE ENGINEERING LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Revaluation reserve
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
2,001,500
200,000
-
(1,969,569)
22,008,715
22,240,646
Year ended 31 December 2022:
Profit for the year
-
-
-
-
1,396,484
1,396,484
Other comprehensive income:
Currency translation differences
-
-
-
-
22,783
22,783
Total comprehensive income
-
-
-
-
1,419,267
1,419,267
Dividends
10
-
-
-
-
(4,608,281)
(4,608,281)
Balance at 31 December 2022
2,001,500
200,000
-
0
(1,969,569)
18,819,701
19,051,632
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(602,444)
(602,444)
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
30,000
-
-
30,000
Currency translation differences
-
-
-
-
(111,909)
(111,909)
Total comprehensive income
-
-
30,000
-
(714,353)
(684,353)
Dividends
10
-
-
-
-
(4,433,005)
(4,433,005)
Balance at 31 December 2023
2,001,500
200,000
30,000
(1,969,569)
13,672,343
13,934,274
REVERSE ENGINEERING LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
2,001,500
200,000
-
0
377,466
2,578,966
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
4,609,877
4,609,877
Dividends
10
-
-
-
(4,608,281)
(4,608,281)
Balance at 31 December 2022
2,001,500
200,000
-
0
379,062
2,580,562
Year ended 31 December 2023:
Profit for the year
-
-
-
4,302,905
4,302,905
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
30,000
-
30,000
Total comprehensive income
-
-
30,000
4,302,905
4,332,905
Dividends
10
-
-
-
(4,433,005)
(4,433,005)
Balance at 31 December 2023
2,001,500
200,000
30,000
248,962
2,480,462
REVERSE ENGINEERING LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
1,272,223
(103,175)
Income taxes refunded/(paid)
226,044
(159,449)
Net cash inflow/(outflow) from operating activities
1,498,267
(262,624)
Investing activities
Purchase of tangible fixed assets
(65,178)
(79,188)
Repayment of loans
184,558
-
Interest received
320,794
125,496
Net cash generated from investing activities
440,174
46,308
Financing activities
Proceeds from borrowings
-
3,071,296
Repayment of borrowings
(914,016)
(2,157,280)
Dividends paid to equity shareholders
(4,433,005)
(4,608,281)
Net cash used in financing activities
(5,347,021)
(3,694,265)
Net decrease in cash and cash equivalents
(3,408,580)
(3,910,581)
Cash and cash equivalents at beginning of year
12,165,653
16,053,451
Effect of foreign exchange rates
(111,909)
22,783
Cash and cash equivalents at end of year
8,645,164
12,165,653
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Reverse Engineering Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office and principal place of business is 781 Wilmslow Road, Manchester, M20 2RW.

 

The group consists of Reverse Engineering Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, modified to include investment properties and freehold land and buildings at fair value. The principal accounting policies adopted are set out below.

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

 

1.2
Basis of consolidation

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

 

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

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

The consolidated financial statements incorporate those of Reverse Engineering Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

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

 

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

1.3
Going concern

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

1.4
Turnover

Turnover represents the amount received or receivable for the provision and maintenance of pipeline application software provided provided prior the balance sheet date, and is shown net of VAT and other sales related taxes as well as royalty fees receivable. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Amounts in respect of long term contracts are recognised in accordance with the stage of completion of the contract in proportion to the costs incurred compared to the estimated total contract costs.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Tangible fixed assets

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

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

Freehold land and buildings
2% per annum straight line basis
Building improvements
10% or 25% per annum straight line basis
Plant and machinery
25% per annum straight line basis
Fixtures, fittings and equipment
25% per annum straight line basis
Computer equipment
25% per annum straight line basis
Motor vehicles
20% per annum straight line basis

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

1.7
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.8
Fixed asset investments

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

 

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

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

1.9
Impairment of fixed assets

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

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

 

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

1.10
Stocks

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

 

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

1.11
Long term software contracts

Where the outcome of a software contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

 

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

 

Where the outcome of a software contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. Costs incurred in securing a contract are recognised as an expense in the period in which they are incurred.

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The percentage completion is determined by the Project Manager for each contract, with the total contracted revenue being multiplied by the percentage completion as at the year end. Any amounts not yet invoiced will be recognised in debtors as amounts recoverable on contracts, and for any amounts invoiced in advance these will be recognised as projects invoiced in advance and included in accruals.

1.12
Cash and cash equivalents

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

1.13
Financial instruments

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

 

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

 

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

Basic financial assets

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

Derecognition of financial assets

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

Classification of financial liabilities

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

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

 

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

 

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

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

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

1.14
Equity instruments

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

1.15
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.16
Employee benefits

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

 

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

 

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

1.17
Retirement benefits

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

1.18
Leases

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

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.19
Government grants

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

 

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

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.21

Translation of group companies

For the purpose of presenting consolidated financial statements, the assets are liabilities of the group's foreign operations are translated from their functional currency to Sterling (£) using the closing exchange rate. Income and expenses are translated using the average rate for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at dates of the transactions are used. Exchange differences arising on the translation of group companies are recognised in other comprehensive income and are not reclassified to profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Long term contracts, accrued and deferred income

The calculation of accrued and deferred income on long term contracts is subject to estimation uncertainty and requires an estimation of the value at the reporting date based on the stage of completion of the contract and the overall contract value. Due to the nature of the work undertaken the contracts can take several years to complete and are subject to unforeseen circumstances, however historically this has not been an issue requiring amendment to the accounts. The carrying amount of accrued income at the reporting end date was £1,982,768 (2022: £1,767,665) and deferred income was £2,528,060 (2022: £2,266,727).

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Project and contract income
7,471,128
7,643,245
Maintenance income
3,086,579
2,579,817
Royalty fees
3,124,791
2,875,431
13,682,498
13,098,493
2023
2022
£
£
Turnover analysed by geographical market
UK
2,968,093
2,714,465
Europe
2,016,481
1,648,399
Rest of the World
5,573,133
5,860,198
Royalty fees not analysed
3,124,791
2,875,431
13,682,498
13,098,493
2023
2022
£
£
Other significant revenue
Interest income
320,794
125,496
Research and development expenditure credit
-
7,878
Grants received
8,854
132,146
4
Operating (loss)/profit
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
489,480
(400,906)
Depreciation of owned tangible fixed assets
215,610
195,173

Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to a loss of £489,480 (2022: a gain of £400,906).

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,300
6,500
Audit of the financial statements of the company's subsidiaries
11,022
9,950
18,322
16,450
For other services
Audit-related assurance services
-
1,250
Taxation compliance services
4,585
10,000
All other non-audit services
7,536
8,496
12,121
19,746
6
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
8,216
8,216
Company pension contributions to defined contribution schemes
97,471
23,235
105,687
31,451

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration
8
9
-
-
Business Development
14
13
-
-
Operations
77
64
-
-
Directors
3
4
1
1
102
90
1
1
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
7,000,670
6,324,967
-
0
-
0
Social security costs
768,380
623,150
-
-
Pension costs
1,074,352
767,018
-
0
-
0
8,843,402
7,715,135
-
0
-
0
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
320,794
121,751
Other interest income
-
3,745
Total income
320,794
125,496
9
Taxation
2023
2022
£
£
Current tax
Foreign current tax on profits for the current period
108,762
70,975
Adjustments in foreign tax in respect of prior periods
398
(50)
Total current tax
109,160
70,925
Deferred tax
Origination and reversal of timing differences
(640,122)
(374,103)
Total tax credit
(530,962)
(303,178)
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 23 -

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

2023
2022
£
£
(Loss)/profit before taxation
(1,133,406)
1,093,306
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(266,577)
207,728
Tax effect of expenses that are not deductible in determining taxable profit
14,318
905
Tax effect of income not taxable in determining taxable profit
-
0
(48,933)
Change in unrecognised deferred tax assets
(5,065)
(10,462)
Permanent capital allowances in excess of depreciation
(231)
(1,540)
Depreciation on assets not qualifying for tax allowances
-
16,095
Research and development tax credit
(310,025)
(435,108)
Other permanent differences
(9,910)
(12,897)
Foreign tax credits
113,227
70,868
Foreign tax adjustments in respect of prior years
398
(50)
Effect of change in deferred tax rates
(67,097)
(89,784)
Taxation credit
(530,962)
(303,178)

A UK corporation tax rate of 25% was announced in the Chancellor’s Budget of 3 March 2021. The 25% rate will apply from 1 April 2023 and deferred tax has been calculated at this rate.

10
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Interim paid
4,433,005
4,608,281
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
11
Tangible fixed assets
Group
Freehold land and buildings
Building improvements
Plant and machinery
Fixtures, fittings and equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 January 2023
3,321,280
183,036
110,930
244,067
347,451
78,112
4,284,876
Additions
-
0
-
0
4,595
14,642
45,941
-
0
65,178
Disposals
-
0
-
0
(4,430)
-
0
(221,543)
-
0
(225,973)
At 31 December 2023
3,321,280
183,036
111,095
258,709
171,849
78,112
4,124,081
Depreciation and impairment
At 1 January 2023
455,753
183,036
49,471
178,684
285,852
19,125
1,171,921
Depreciation charged in the year
84,845
-
0
27,390
43,714
44,038
15,623
215,610
Eliminated in respect of disposals
-
0
-
0
(4,430)
-
0
(221,543)
-
0
(225,973)
Revaluation
(40,000)
-
0
-
0
-
0
-
0
-
0
(40,000)
At 31 December 2023
500,598
183,036
72,431
222,398
108,347
34,748
1,121,558
Carrying amount
At 31 December 2023
2,820,682
-
0
38,664
36,311
63,502
43,364
3,002,523
At 31 December 2022
2,865,527
-
0
61,459
65,383
61,599
58,987
3,112,955
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
Company
Freehold land and buildings
Fixtures, fittings and equipment
Computer equipment
Total
£
£
£
£
Cost or valuation
At 1 January 2023
3,321,280
8,476
-
0
3,329,756
Additions
-
0
-
0
1,490
1,490
At 31 December 2023
3,321,280
8,476
1,490
3,331,246
Depreciation and impairment
At 1 January 2023
455,753
7,390
-
0
463,143
Depreciation charged in the year
84,845
1,001
62
85,908
Revaluation
(40,000)
-
0
-
0
(40,000)
At 31 December 2023
500,598
8,391
62
509,051
Carrying amount
At 31 December 2023
2,820,682
85
1,428
2,822,195
At 31 December 2022
2,865,527
1,086
-
0
2,866,613

During the year the fair value of the freehold property has been revalued. The revalued amount has been arrived at on the basis of a valuation carried out by the directors by reference to similar properties in the area, on an open market value for existing use basis.

 

If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

2023
2022
£
£
Group
Cost
3,321,280
3,321,280
Accumulated depreciation
(540,598)
(455,753)
Carrying value
2,780,682
2,865,527
12
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 January 2023
1,072,733
1,072,733
Net gains or losses through fair value adjustments
(55,733)
(55,733)
At 31 December 2023
1,017,000
1,017,000
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Investment property
(Continued)
- 26 -

The fair value of the investment property has been arrived at on the basis of a valuation carried out by the director. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
2,000,000
2,000,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
2,000,000
Carrying amount
At 31 December 2023
2,000,000
At 31 December 2022
2,000,000
14
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Atmos International Limited
China
Consultancy services
Ordinary
-
100.00
Atmos International Limited
781 Wilmslow Road, Manchester, England, M20 2RW
Pipeline application software
Ordinary
100.00
-
Atmos International Limited
Canada
Consultancy services
Ordinary
-
100.00
15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
228,506
158,226
-
0
-
0
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,912,220
2,565,829
154
-
0
Gross amounts owed by contract customers
1,982,768
1,767,665
-
0
-
0
Corporation tax recoverable
42,484
374,197
-
0
-
0
Other debtors
4,073,995
5,134,199
2,510,208
2,504,938
Prepayments and accrued income
565,819
425,532
132,000
132,000
9,577,286
10,267,422
2,642,362
2,636,938
Deferred tax asset
986,681
356,559
-
0
-
0
10,563,967
10,623,981
2,642,362
2,636,938
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
19
-
0
914,016
-
0
-
0
Trade creditors
217,397
117,467
440
-
0
Corporation tax payable
4,696
1,205
-
0
-
0
Other taxation and social security
503,680
537,494
-
-
Other creditors
4,840,662
1,714,289
20,739
20,739
Accruals and deferred income
3,956,451
4,797,445
-
0
-
0
9,522,886
8,081,916
21,179
20,739
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Amounts owed to group undertakings
-
0
-
0
6,251,346
6,176,758
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
-
0
914,016
-
0
-
0
Payable within one year
-
0
914,016
-
0
-
0
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
-
-
(10,035)
(23,649)
Tax losses
-
-
978,596
355,073
Other provisions
-
-
(10,000)
25,135
Short term timing differences
-
-
28,120
-
-
-
986,681
356,559
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Other provisions
10,000
-
-
-
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(356,559)
-
Credit to profit or loss
(640,122)
-
Charge to other comprehensive income
10,000
10,000
Liability/(Asset) at 31 December 2023
(986,681)
10,000

The deferred tax asset set out above mostly relates to the utilisation of tax losses against future expected profits of the same period.

 

The total taxable losses carried forward amount to £3,914,384 (2022: £1,420,295).

21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,074,352
767,018

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

As at the year end £72,000 (2022: £67,000) of the defined benefit contribution scheme contributions remained unpaid.

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
22
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
150,000
150,000
1,500
1,500
B Ordinary shares of 1p each
149,962,499
149,962,499
1,499,625
1,499,625
C Ordinary shares of 1p each
50,037,501
50,037,501
500,375
500,375
200,150,000
200,150,000
2,001,500
2,001,500

The C Ordinary shares are non-voting and take priority over the A and B Ordinary shares in the event of the company being wound up.

 

The A and B Ordinary shares rank pari passu in all other respects.

23
Reserves
Share premium

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

Revaluation reserve

This reserve is used to record the increases in the fair value of land and buildings and decreases to the extent that such decrease still relates to an overall increase on the same asset.

Merger reserve

This representations the difference between the nominal value of the shares issued and the nominal value of the shares received in exchange on a group reconstruction.

Profit and loss reserves

Profit and loss reserves relate to the accumulated profits made to the date of the balance sheet which have not been distributed.

24
Financial commitments, guarantees and contingent liabilities

At the balance sheet date the group has given guarantees to customers totalling £508,153 (2022: £431,516). The guarantees are provided via the group's bankers and are only payable in the event of any potential claim. This is a contingent liability although the likelihood of any claims is considered to be low.

25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
441,231
445,308
REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
25
Related party transactions
(Continued)
- 30 -
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sale of services
Purchase of services
2023
2022
2023
2022
£
£
£
£
Group
Entities under common control
5,127,157
5,769,185
669,737
1,226,859

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Entities under common control
3,202,749
1,615,483

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Entities under common control
2,499,856
5,074,591
26
Ultimate controlling party

The ultimate controlling party is considered to be Dr X J Zhang by virtue of her majority shareholding in the ultimate parent company.

REVERSE ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
27
Cash generated from/(absorbed by) group operations
2023
2022
£
£
(Loss)/profit for the year after tax
(602,444)
1,396,484
Adjustments for:
Taxation credited
(530,962)
(303,178)
Investment income
(320,794)
(125,496)
Fair value loss on investment properties
55,733
-
0
Depreciation and impairment of tangible fixed assets
215,610
195,173
Movements in working capital:
(Increase)/decrease in stocks
(70,280)
720
Decrease/(increase) in debtors
173,865
(2,179,701)
Increase in creditors
2,351,495
912,823
Cash generated from/(absorbed by) operations
1,272,223
(103,175)
28
Analysis of changes in net funds - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
12,165,653
(3,408,580)
(111,909)
8,645,164
Borrowings excluding overdrafts
(914,016)
914,016
-
-
11,251,637
(2,494,564)
(111,909)
8,645,164
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