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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: M J Ault





REGISTERED OFFICE: Reading Bridge House
George Street
Reading
RG1 8LS





REGISTERED NUMBER: 08488580 (England and Wales)





AUDITORS: Haines Watts, Statutory Auditor
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:





M J Ault - Director


26 September 2024

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
M J Ault held office during the whole of the period from 1 January 2023 to the date of this report.

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:





M J Ault - Director


26 September 2024

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.




Jacqueline Biggs FCCA ACA (Senior Statutory Auditor)
for and on behalf of Haines Watts, Statutory Auditor
Chartered Accountants
The Lightbox
87 Castle Street
Reading
Berkshire
RG1 7SN

26 September 2024

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 688,965 954,458
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 12,813 11,713
12,813 11,713

CURRENT ASSETS
Debtors 14 30,479,234 22,288,027
Cash at bank 290,497 142,475
30,769,731 22,430,502
CREDITORS
Amounts falling due within one year 15 2,808,583 2,073,929
NET CURRENT ASSETS 27,961,148 20,356,573
TOTAL ASSETS LESS CURRENT
LIABILITIES

27,973,961

20,368,286

PROVISIONS FOR LIABILITIES 19 2,371 -
NET ASSETS 27,971,590 20,368,286

CAPITAL AND RESERVES
Called up share capital 20 104 104
Retained earnings 21 27,971,486 20,368,182
SHAREHOLDERS' FUNDS 27,971,590 20,368,286

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 26 September 2024 and were signed by:





M J Ault - Director


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 104 13,999,553 13,999,657

Changes in equity
Dividends - (766,364 ) (766,364 )
Total comprehensive income - 7,134,993 7,134,993
Balance at 31 December 2022 104 20,368,182 20,368,286

Changes in equity
Total comprehensive income - 7,603,304 7,603,304
Balance at 31 December 2023 104 27,971,486 27,971,590

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - Straight line over 3 years
Computer equipment - Straight line over 3 years


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
93 113

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 5,796
AMORTISATION
At 1 January 2023
and 31 December 2023 5,796
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 11,713
Additions 1,100
At 31 December 2023 12,813
NET BOOK VALUE
At 31 December 2023 12,813
At 31 December 2022 11,713

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

UTP Merchant Services Limited
Registered office: As parent
Nature of business: Business Services
%
Class of shares: holding
Ordinary 100.00

CRC Collections Limited
Registered office: One Priory Square, Priory Street, Hastings, England, TN34 1EA
Nature of business: Business Services
%
Class of shares: holding
Ordinary 100.00

UTP Rentals Limited
Registered office: As parent
Nature of business: Business Services
%
Class of shares: holding
Ordinary 100.00

UTP Merchant Services (Ireland) Limited
Registered office: Woods House, Cannon Street, Kells, Meath A82 RF86
Nature of business: Business Services
%
Class of shares: holding
Ordinary 100.00

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

CRC Collections UK Limited
Registered office: One Priory Square, Priory Street, Hastings, England, TN34 1EA
Nature of business: Business Services
%
Class of shares: holding
Ordinary 100.00

Universal Transaction Processing Limited
Registered office: Reading Bridge House, George Street, Reading, Berks, United Kingdom, RG1 8LS
Nature of business: Business Services
%
Class of shares: holding
Ordinary 100.00


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 530,751 998,101 504,896 567,053
Amounts owed by group undertakings 1,667,714 1,058,636 28,855,594 21,022,300
Other debtors 680,085 280,336 654,861 -
Directors' current accounts 361,309 696,093 361,309 696,093
VAT 35,874 - 2,574 -
Deferred tax asset - - - 2,581
Prepayments and accrued income 358,458 425,230 100,000 -
3,634,191 3,458,396 30,479,234 22,288,027

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 48,883 -
Amounts owed to group undertakings - - 269,579 119,248
Tax 337,179 310,754 332,721 310,754
Social security and other taxes 86,884 93,763 12,796 9,000
VAT - 33,648 - 1,148
Other creditors 2,204,193 1,362,259 2,127,504 929,896
Directors' current accounts - 694,093 - 694,093
Accruals and deferred income 297,194 389,147 17,100 9,790
3,291,017 3,567,249 2,808,583 2,073,929

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 (2,581 ) -
Charge to Income Statement during year 4,952 -
Balance at 31 December 2023 2,371 -

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: £ £
100,000,000 Ordinary A 0.000001p 100 100
4,123,357 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 20,368,182
Profit for the year 7,603,304
At 31 December 2023 27,971,486


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.