REGISTERED NUMBER: 08488580 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
UTP GROUP LIMITED |
REGISTERED NUMBER: 08488580 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
UTP GROUP LIMITED |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 18 |
UTP GROUP LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
The Lightbox |
87 Castle Street |
Reading |
Berkshire |
RG1 7SN |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The director presents the strategic report on the Group for the year ended 31 December 2023. |
The principal activity of the Group in the year continued to be that of providing merchant services and merchant acquiring services to business's in the UK and Europe. |
BUSINESS REVIEW |
2023 marked another successful year for the Group with an increased focus on developing the business's technology platform and growing the size of the Company's customer base. This success was achieved against the backdrop of the significant regulatory changes arising from the requirement to implement the directives of the Payment Systems Regulator announced in October 2022 and the FCA's Consumer Duty Regulations. |
The business also significantly increased the volume of business passing through its UTP Rentals operation providing a greater degree of flexibility regarding the range of rental options available to customers. Revenue arising from the rental operation is recognised on a monthly basis which contrasts with the majority of the associated costs which are recognized upfront. This mismatch in income versus expenditure has resulted in detrimental impact on short-term profitability which will gradually be reversed in the coming year as the rental contracts mature. |
The expansion of UTP Rentals and the implementation of the regulations mentioned above resulted in a decrease in the turnover and operating profit for the year ended 31 December 2023 with a reduction on turnover of approximately 14.5% to £10.6m and a reduction in the Group's profit before tax to £688,965. |
The directors regard the decrease in turnover and operating profit as temporary as the business pivots towards a business model which is more focused on income from transaction processing and away from card machine rental income. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risk to the business continues to the competitive environment in which it operates with many of the competitors being of substantially greater scale. Notwithstanding that risk, we continue to win business from competitors of all sized as new customers are attracted by our compelling customer proposition. |
Other areas of risk for the business are identified below: |
Interest rate risk |
Structural interest rate risk arises when assets and liabilities have different repricing maturities. The company manages interest rate risk by monitoring the interest rate profile of its assets and liabilities, and limiting and re-pricing mismatches. |
Credit risk |
The Group monitors credit risk closely and considers its current policies of credit checks meet its objectives of managing exposure to credit risk. |
The Group has no significant exposure to credit risk, amounts shown in the balance sheet represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments. |
` |
Liquidity risk |
The Group maintains adequate funds and liquidity to satisfy working capital requirements through cash generated from operations, and Group long-term debt finance. There has been no change in working capital management strategies in the year, which include the use of forecasts and budgets to monitor and control its cash flows and working capital requirements. |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
KEY PERFORMANCE INDICATORS |
The director manages the Group's operations on both a functional and business unit basis and monitors the ongoing performance of the business through a number of measures including: |
- | Financial indicators such as gross margin, overhead efficiency measured as a percentage of sales, EBITDA and business liquidity. These are monitored through regular reviews of management accounts and variance analysis. |
- | Customer trend KPIs are monitored through regular reviews of customer cohort financial and non-financial metrics including growth in the number of customers, growth in card turnover, and revenue earned per customer. |
- | Reviews of customer feedback through online ratings and proprietary customer research. |
FUTURE DEVELOPMENTS |
The business remains committed to developing products and technology which meets the card processing needs of small and medium-sized enterprises within the territories in which the company operates. |
FINANCIAL INSTRUMENTS |
The company's financial instruments are largely traded in the functional currency, being sterling and the company does not use hedge accounting in respect of its financial instruments. |
ON BEHALF OF THE BOARD: |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The director presents his report with the financial statements of the company and the group for the year ended 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Haines Watts, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
UTP GROUP LIMITED |
Opinion |
We have audited the financial statements of UTP Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's profit 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 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 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
UTP GROUP LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director 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 Report of the Director. |
We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
UTP GROUP LIMITED |
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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006 and relevant tax compliance regulations in the UK. |
We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management. |
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included: |
- Challenging assumptions and judgements made by management in its significant accounting estimates; |
- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations; |
- Confirming with management whether they have knowledge of any actual, suspected or illegal fraud; |
- Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud. |
These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations. |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
UTP GROUP LIMITED |
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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
The Lightbox |
87 Castle Street |
Reading |
Berkshire |
RG1 7SN |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 | 10,645,755 | 12,419,658 |
Cost of sales | 5,182,057 | 6,571,329 |
GROSS PROFIT | 5,463,698 | 5,848,329 |
Administrative expenses | 4,441,848 | 4,628,285 |
OPERATING PROFIT | 5 | 1,021,850 | 1,220,044 |
Interest receivable and similar income | - | 504 |
1,021,850 | 1,220,548 |
Interest payable and similar expenses | 6 | 2,303 | 742 |
PROFIT BEFORE TAXATION | 1,019,547 | 1,219,806 |
Tax on profit | 7 | 330,582 | 265,348 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 688,965 | 954,458 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 688,965 | 954,458 |
OTHER COMPREHENSIVE INCOME |
Currency translation differences | (495 | ) | - |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(495 |
) |
- |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
688,470 |
954,458 |
Total comprehensive income attributable to: |
Owners of the parent | 688,470 | 954,458 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
CONSOLIDATED BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 15,063 | 104 |
Tangible assets | 11 | 72,715 | 60,054 |
Investments | 12 | - | - |
87,778 | 60,158 |
CURRENT ASSETS |
Stocks | 13 | 224,593 | 228,954 |
Debtors | 14 | 3,634,191 | 3,458,396 |
Cash at bank and in hand | 573,478 | 341,036 |
4,432,262 | 4,028,386 |
CREDITORS |
Amounts falling due within one year | 15 | 3,291,017 | 3,567,249 |
NET CURRENT ASSETS | 1,141,245 | 461,137 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
1,229,023 |
521,295 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(19,705 |
) |
(19,705 |
) |
PROVISIONS FOR LIABILITIES | 19 | (83,291 | ) | (64,033 | ) |
NET ASSETS | 1,126,027 | 437,557 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 104 | 104 |
Translation reserve | 21 | (495 | ) | - |
Retained earnings | 21 | 1,126,418 | 437,453 |
SHAREHOLDERS' FUNDS | 1,126,027 | 437,557 |
The financial statements were approved and authorised for issue by the director and authorised for issue on 26 September 2024 and were signed by: |
M J Ault - Director |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
COMPANY BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 19 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 7,603,304 | 7,134,993 |
The financial statements were approved and authorised for issue by the director and authorised for issue on |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Translation | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | 104 | 249,359 | - | 249,463 |
Changes in equity |
Dividends | - | (766,364 | ) | - | (766,364 | ) |
Total comprehensive income | - | 954,458 | - | 954,458 |
Balance at 31 December 2022 | 104 | 437,453 | - | 437,557 |
Changes in equity |
Total comprehensive income | - | 688,965 | (495 | ) | 688,470 |
Balance at 31 December 2023 | 104 | 1,126,418 | (495 | ) | 1,126,027 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 610,589 | 1,176,392 |
Interest paid | (2,303 | ) | (742 | ) |
Tax paid | (297,039 | ) | (104,650 | ) |
Net cash from operating activities | 311,247 | 1,071,000 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (24,925 | ) | - |
Purchase of tangible fixed assets | (54,808 | ) | (49,130 | ) |
Sale of tangible fixed assets | 693 | - |
Currency translation differences | (495 | ) | - |
Interest received | - | 504 |
Net cash from investing activities | (79,535 | ) | (48,626 | ) |
Cash flows from financing activities |
Equity dividends paid | - | (766,364 | ) |
Net cash from financing activities | - | (766,364 | ) |
Increase in cash and cash equivalents | 231,712 | 256,010 |
Cash and cash equivalents at beginning of year |
2 |
340,011 |
84,001 |
Cash and cash equivalents at end of year |
2 |
571,723 |
340,011 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit for the financial year | 688,965 | 954,458 |
Depreciation charges | 51,420 | 33,844 |
Finance costs | 2,303 | 742 |
Finance income | - | (504 | ) |
Taxation | 330,582 | 265,348 |
1,073,270 | 1,253,888 |
Decrease in stocks | 4,361 | 250,242 |
Increase in trade and other debtors | (209,443 | ) | (2,388,567 | ) |
(Decrease)/increase in trade and other creditors | (257,599 | ) | 2,060,829 |
Cash generated from operations | 610,589 | 1,176,392 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31/12/23 | 1/1/23 |
£ | £ |
Cash and cash equivalents | 573,478 | 341,036 |
Bank overdrafts | (1,755 | ) | (1,025 | ) |
571,723 | 340,011 |
Year ended 31 December 2022 |
31/12/22 | 1/1/22 |
£ | £ |
Cash and cash equivalents | 341,036 | 84,001 |
Bank overdrafts | (1,025 | ) | - |
340,011 | 84,001 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/1/23 | Cash flow | At 31/12/23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 341,036 | 232,442 | 573,478 |
Bank overdrafts | (1,025 | ) | (730 | ) | (1,755 | ) |
340,011 | 231,712 | 571,723 |
Total | 340,011 | 231,712 | 571,723 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
UTP Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 £1. |
Basis of consolidation |
The consolidated financial statements present the results of group and its own subsidiaries ("the group") as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by other members of the group. |
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. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Short leasehold | - |
Computer equipment | - |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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. |
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. |
Cash and cash equivalents |
Cash and cash equivalents are basic financial instruments and include cash in hand and deposits held at call with banks. |
Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense. |
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
Leases |
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease. |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
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 when the company 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 debtors, amounts owed by group undertakings 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. |
Basic financial liabilities |
Basic financial liabilities, including trade and other creditors and amounts owed to group undertakings, 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. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Equity instruments |
Equity instruments issued by the group are recorded at the fair value of 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 company. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Provisions |
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. |
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises. |
Foreign exchange |
Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction. |
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate that fair value was determined. |
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income. |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2023 | 2022 |
£ | £ |
United Kingdom | 10,645,755 | 12,419,658 |
10,645,755 | 12,419,658 |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 5,991,346 | 7,266,379 |
Social security costs | 322,237 | 327,933 |
Other pension costs | 172,378 | 156,627 |
6,485,961 | 7,750,939 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Sales | 45 | 64 |
Admin | 48 | 49 |
2023 | 2022 |
£ | £ |
Director's remuneration | 206,200 | 194,858 |
Director's pension contributions to money purchase schemes | 29,624 | 26,129 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 1 | 1 |
Information regarding the highest paid director for the year ended 31 December 2023 is as follows: |
2023 |
£ |
Emoluments etc | 206,200 |
Pension contributions to money purchase schemes | 29,624 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery | 547 | 326 |
Other operating leases | 429,110 | 371,065 |
Depreciation - owned assets | 41,454 | 31,357 |
Computer software amortisation | 9,966 | 2,487 |
Foreign exchange differences | (6,102 | ) | 39,469 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Interest payable | 2,303 | 742 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 323,464 | 258,049 |
Deferred tax | 7,118 | 7,299 |
Tax on profit | 330,582 | 265,348 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax | 1,019,547 | 1,219,806 |
Profit multiplied by the standard rate of corporation tax in the UK of 23.521 % (2022 - 19 %) |
239,808 |
231,763 |
Effects of: |
Expenses not deductible for tax purposes | 2,187 | 45,398 |
Income not taxable for tax purposes | (392 | ) | (7,091 | ) |
Capital allowances in excess of depreciation | - | (12,021 | ) |
Other timing differences | 88,979 | 7,299 |
Total tax charge | 330,582 | 265,348 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
7. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Currency translation differences | (495 | ) | - | (495 | ) |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary A shares of 0.000001p each |
Final | - | 694,093 |
Ordinary B shares of 0.000001p each |
Final | - | 72,271 |
- | 766,364 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
software |
£ |
COST |
At 1 January 2023 | 14,852 |
Additions | 24,925 |
At 31 December 2023 | 39,777 |
AMORTISATION |
At 1 January 2023 | 14,748 |
Amortisation for year | 9,966 |
At 31 December 2023 | 24,714 |
NET BOOK VALUE |
At 31 December 2023 | 15,063 |
At 31 December 2022 | 104 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
10. | INTANGIBLE FIXED ASSETS - continued |
Company |
Computer |
software |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
AMORTISATION |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
11. | TANGIBLE FIXED ASSETS |
Group |
Short | Computer |
leasehold | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 17,176 | 146,615 | 163,791 |
Additions | 29,756 | 25,052 | 54,808 |
Disposals | - | (693 | ) | (693 | ) |
At 31 December 2023 | 46,932 | 170,974 | 217,906 |
DEPRECIATION |
At 1 January 2023 | 10,329 | 93,408 | 103,737 |
Charge for year | 11,259 | 30,195 | 41,454 |
At 31 December 2023 | 21,588 | 123,603 | 145,191 |
NET BOOK VALUE |
At 31 December 2023 | 25,344 | 47,371 | 72,715 |
At 31 December 2022 | 6,847 | 53,207 | 60,054 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: As parent |
Nature of business: |
% |
Class of shares: | holding |
Registered office: One Priory Square, Priory Street, Hastings, England, TN34 1EA |
Nature of business: |
% |
Class of shares: | holding |
Registered office: As parent |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Woods House, Cannon Street, Kells, Meath A82 RF86 |
Nature of business: |
% |
Class of shares: | holding |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: One Priory Square, Priory Street, Hastings, England, TN34 1EA |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Reading Bridge House, George Street, Reading, Berks, United Kingdom, RG1 8LS |
Nature of business: |
% |
Class of shares: | holding |
The subsidiaries CRC Collections Limited, UTP Rentals Limited, CRC Collections UK Limited and Universal Transaction Processing Limited have claimed exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 December 2023. |
13. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Stocks | 224,593 | 228,954 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 530,751 | 998,101 |
Amounts owed by group undertakings | 1,667,714 | 1,058,636 |
Other debtors | 680,085 | 280,336 |
Directors' current accounts | 361,309 | 696,093 | 361,309 | 696,093 |
VAT | 35,874 | - |
Deferred tax asset | - | - | - | 2,581 |
Prepayments and accrued income | 358,458 | 425,230 |
3,634,191 | 3,458,396 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 1,755 | 1,025 |
Trade creditors | 363,812 | 682,560 |
Amounts owed to group undertakings | - | - |
Tax | 337,179 | 310,754 |
Social security and other taxes | 86,884 | 93,763 |
VAT | - | 33,648 | - | 1,148 |
Other creditors | 2,204,193 | 1,362,259 |
Directors' current accounts | - | 694,093 | - | 694,093 |
Accruals and deferred income | 297,194 | 389,147 |
3,291,017 | 3,567,249 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Other creditors | 19,705 | 19,705 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 1,755 | 1,025 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable |
operating leases |
2023 | 2022 |
£ | £ |
Within one year | 214,945 | 234,775 |
Between one and five years | 188,816 | 306,209 |
403,761 | 540,984 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
19. | PROVISIONS FOR LIABILITIES |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Deferred tax | 13,191 | 11,533 | 2,371 | - |
Other provisions |
Dilapidations provision | 70,100 | 52,500 | - | - |
Aggregate amounts | 83,291 | 64,033 | 2,371 | - |
Group |
Deferred |
tax | Dilapidations |
£ | £ |
Balance at 1 January 2023 | 11,533 | 52,500 |
Charge to Income Statement during year | 1,658 | 17,600 |
Balance at 31 December 2023 | 13,191 | 70,100 |
Company |
Deferred |
tax | Dilapidations |
£ | £ |
Balance at 1 January 2023 | ( |
) |
Charge to Income Statement during year |
Balance at 31 December 2023 |
Dilapidations provisions are estimated based on the expected value of future work required to restore properties to the condition specified in the lease agreement. |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary A | 0.000001p | 100 | 100 |
Ordinary B | 0.000001p | 4 | 4 |
104 | 104 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
21. | RESERVES |
Group |
Retained | Translation |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 437,453 | - | 437,453 |
Profit for the year | 688,965 | 688,965 |
Foreign exchange | - | (495 | ) | (495 | ) |
At 31 December 2023 | 1,126,418 | (495 | ) | 1,125,923 |
Company |
Retained |
earnings |
£ |
At 1 January 2023 |
Profit for the year |
At 31 December 2023 |
22. | 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 charge to the profit and loss account in respect of the Group's defined contribution pension scheme is £172,378 (2022: £156,627). At the year end an amount of £42,816 (2022: £93,380) was outstanding. |
23. | DIRECTORS' TRANSACTIONS |
The following advances and credits to a director subsisted during the years ended 31 December 2023 and 31 December 2022: |
2023 | 2022 |
£ | £ |
M J Ault |
Balance outstanding at start of year | 2,000 | 204,671 |
Amounts advanced | 361,309 | 696,093 |
Amounts repaid | (2,000 | ) | (898,764 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 361,309 | 2,000 |
UTP GROUP LIMITED (REGISTERED NUMBER: 08488580) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
23. | DIRECTORS' TRANSACTIONS - continued |
Dividends totalling £nil (2022: £694,093) were paid in the year in respect of shares held by the company's directors. |
During the year the company provided new loans of £361,309 (2022: £696,093) to Mr M J Ault. Loan repayments of £2,000 (2022: £898,764) were made in the year. No interest was charged on this amount in the year (2022: £nil). The balance outstanding at the year end was £nil (2022: £2,000). |
24. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Faster Processing Limited, a related party through common ownership, had an outstanding loan of £622,000 (2022: £530,000). Interest was charged on the loan in the year of £26,891 (2022: £25,909). The company was recharged £204,000 (2022: £204,000) from Faster Processing Limited. The balance outstanding at the year end was £638,819 (2022: £402,263). In addition the group made |
sales to Faster Processing Limited of £401 (2022: £1,571) and purchases of £119 (2022: £nil). The trading balance outstanding and owed by the company at the year end is £nil (2022: £60,324). |
During the year the group was recharged £284,807 (2022: £973,409) from UTP Merchant Services (Gibraltar) Limited. The group made sales of £56,574 (2022: £95,166) to UTP Merchant Services (Gibraltar) Limited and made purchases of £152,966 (2022: £78,416). The balance outstanding at the year end was £117,161 (2022: £69,436). |
During the year the company provided a loan of £nil (2022: £667,188) to UTP (UK) Holdings LLC on which repayments were made of £1,058,636 (2022: £nil). No interest was charged on this loan in the year (2022: £nil). Dividends were paid to UTP (UK) Holdings LLC in the year of £609,078 (2022: £nil). The balance outstanding to the company at the year end is £609,078 (2022: £1,058,636). |
25. | ULTIMATE CONTROLLING PARTY |
The immediate parent company is UTP (UK) Holdings LLC, a company incorporated in the United States of America. The registered office is 1209, Orange Street, Wilmington, Delaware, USA. |
The ultimate parent is Sterling Capital Trust, a trust based in the United States of America. The registered address of Sterling Capital Trust is c/o Premier Trust Inc, 4465 S. Jones Blvd, Las Vegas, NV 89103, USA. |