Company registration number 13228278 (England and Wales)
SHIRLEY PARSONS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SHIRLEY PARSONS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr P Roebuck
Mr M Roebuck
Mr W Roebuck
Company number
13228278
Registered office
B2 Building (4th Floor)
Bear Brook Business Park
Walton Street
Aylesbury
Buckinghamshire
HP21 7QW
Auditor
Edwards
34 High Street
Aldridge
Walsall
West Midlands
WS9 8LZ
SHIRLEY PARSONS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 35
SHIRLEY PARSONS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Principal activities

Shirley Parsons Holdings Ltd is an investment holding Company for a portfolio of business where Health, Safety, Quality, The Environment and Sustainability expertise is provided to any organisation where customers need help.

 

In the main this means Consulting, Project Management, Recruiting and product based Advisory Services.

 

At the end of 2023 the Group had businesses in 10 countries and continues to drive Global Brand Recognition & Brand Respect.

Risks, Uncertainties & Financial controls

The company operates a Risk Register as a controlled element within our ISO9001 QMS. Regular time & event driven reviews mean that all known Risks are assessed for Impact, likelihood and mitigation effectiveness as soon as needed.

 

There are no material uncertainties outside of the usual ones of running a business that apply to our businesses.

 

Credit Control and Facility Management are key elements supporting the liquidity of our businesses. Globally the Group reviews these on a monthly basis at both a Global & local level.

Performance & Outlook

Headline Performance (£M): -

Item
2023
2022
Change
Group turnover
40.62
32.19
8.43
Group GP
10.92
9.24
1.68
Group EBIT
0.42
0.96
(0.54)
Group Net assets
2.53
2.74
(0.21)
Group liquidity (cash and cash equivalents)
1.64
1.36
0.28

Whilst we said in 2022 that we would continue to invest in 2023 in international growth and a rebalancing of our services mix, we ended up spending more than we budgeted. Despite this, the Group returned a positive result for the year.

 

The main areas which depleted our performance in the year were: -

 

2024 will be better than 2023, with investments in Germany giving good returns along with the growth of our Renewables Services across the globe.

 

Further 2024 investments to bring new talent into the Group in the UK & US and international transfers are expected to deliver returns in 2025 & beyond.

 

Overall, the Group is committed to investing in businesses that offer long term sustainable growth across our core Value Proposition sets and sustainable Markets.

SHIRLEY PARSONS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
KPIs & Management Frameworks

The Group & each Company within the Group operates a Goal Management Framework. This ensures congruency between the Group’s principle goals, through company and team down to an individual level.

 

Our highest-level goals pertain to Financial and Social Responsibility performance. These cascade down through market, value proposition, people, enabling and cultural goals and the standards that apply to the setting of these goals.

 

KPIs pertain to progress against our short (2024), medium (2026), and longer term (2028) Goals.

 

Breakthrough and sustainability considerations are material to setting our longer-term goals.

 

As the Group grows, we continue to evolve our management structures, making sure that the accountabilities & responsibilities of each person & team are totally clear.

 

In 2024 further investment in management development continues so that we can accommodate sustainable international growth.

On behalf of the board

Mr P Roebuck
Director
25 September 2024
SHIRLEY PARSONS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Results and dividends

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

Directors

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

Mr P Roebuck
Mr M Roebuck
Mr W Roebuck
Auditor

In accordance with the company's articles, a resolution proposing that Edwards be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr P Roebuck
Director
25 September 2024
SHIRLEY PARSONS HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

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

 

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

 

 

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

SHIRLEY PARSONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SHIRLEY PARSONS HOLDINGS LIMITED
- 5 -
Opinion

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

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

SHIRLEY PARSONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHIRLEY PARSONS HOLDINGS LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

Matters on which we are required to report by exception

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

 

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

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

 

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

We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the off-payroll working regulations (IR35), Companies Act 2006, ISO9001 and health & safety regulations compliance.

SHIRLEY PARSONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHIRLEY PARSONS HOLDINGS LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements (continued)

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be in the following areas: the override of controls by management, revenue journals, inappropriate treatment of non-routine transactions and areas of estimation uncertainty specifically surrounding investment valuations. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, review and discussion of non-routine transactions, sample testing on the posting of journals and review of accounting estimates for biases.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

 

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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

Use of our report

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

Robert Kempson ACA (Senior Statutory Auditor)
For and on behalf of Edwards
25 September 2024
Chartered Accountants
Statutory Auditor
34 High Street
Aldridge
Walsall
West Midlands
WS9 8LZ
SHIRLEY PARSONS HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
40,624,679
32,192,397
Cost of sales
(29,704,527)
(22,948,615)
Gross profit
10,920,152
9,243,782
Administrative expenses
(10,455,343)
(8,320,341)
Other operating income
87,732
39,568
Operating profit
4
552,541
963,009
Share of results of associates
(134,946)
(605)
Interest payable and similar expenses
8
(363,002)
(173,477)
Profit before taxation
54,593
788,927
Tax on profit
9
(4,482)
(168,073)
Profit for the financial year
50,111
620,854
Profit for the financial year is attributable to:
- Owners of the parent company
33,984
519,370
- Non-controlling interests
16,127
101,484
50,111
620,854
SHIRLEY PARSONS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
£
£
Profit for the year
50,111
620,854
Other comprehensive (expenditure)/income
Unrealised currency (loss)/gain on retranslation of consolidated subsidiary reserves
(261,952)
275,935
Total comprehensive income for the year
(211,841)
896,789
Total comprehensive (expenditure)/income for the year is attributable to:
- Owners of the parent company
(198,483)
751,733
- Non-controlling interests
(13,358)
145,056
(211,841)
896,789
SHIRLEY PARSONS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
151,801
63,237
Tangible assets
11
24,785
34,159
Investments
12
710,342
891,533
886,928
988,929
Current assets
Debtors
15
9,205,088
8,260,412
Cash at bank and in hand
1,639,069
2,214,950
10,844,157
10,475,362
Creditors: amounts falling due within one year
16
(8,601,274)
(7,756,149)
Net current assets
2,242,883
2,719,213
Total assets less current liabilities
3,129,811
3,708,142
Creditors: amounts falling due after more than one year
17
(571,809)
(932,925)
Provisions for liabilities
Provisions
19
25,008
20,004
Deferred tax liability
20
7,000
17,300
(32,008)
(37,304)
Net assets
2,525,994
2,737,913
Capital and reserves
Called up share capital
23
5,980
5,840
Merger reserve
(992,193)
(992,193)
Profit and loss reserves
3,048,067
3,246,768
Equity attributable to owners of the parent company
2,061,854
2,260,415
Non-controlling interests
464,140
477,498
2,525,994
2,737,913
The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
Mr P Roebuck
Director
Company registration number 13228278 (England and Wales)
SHIRLEY PARSONS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
12
3,902,048
3,902,048
Current assets
-
-
Creditors: amounts falling due within one year
16
(1,023,233)
(733,176)
Net current liabilities
(1,023,233)
(733,176)
Total assets less current liabilities
2,878,815
3,168,872
Creditors: amounts falling due after more than one year
17
-
(278,405)
Net assets
2,878,815
2,890,467
Capital and reserves
Called up share capital
23
5,980
5,840
Merger relief reserve
2,896,887
2,896,887
Profit and loss reserves
(24,052)
(12,260)
Total equity
2,878,815
2,890,467

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £11,792 (2022 - £12,260 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
Mr P Roebuck
Director
Company registration number 13228278 (England and Wales)
SHIRLEY PARSONS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
5,160
(992,193)
2,494,647
1,507,614
332,442
1,840,056
Year ended 31 December 2022:
Profit for the year
-
-
519,370
519,370
101,484
620,854
Other comprehensive income:
Currency translation differences
-
-
275,935
275,935
-
275,935
Amounts attributable to non-controlling interests
-
-
(43,572)
(43,572)
43,572
-
Total comprehensive income
-
-
751,733
751,733
145,056
896,789
Issue of share capital
23
680
-
-
680
-
680
Credit to equity for equity settled share-based payments
22
-
-
388
388
-
388
Balance at 31 December 2022
5,840
(992,193)
3,246,768
2,260,415
477,498
2,737,913
Year ended 31 December 2023:
Profit for the year
-
-
33,984
33,984
16,127
50,111
Other comprehensive income:
Currency translation differences
-
-
(261,952)
(261,952)
-
(261,952)
Amounts attributable to non-controlling interests
-
-
29,485
29,485
(29,485)
-
Total comprehensive income
-
-
(198,483)
(198,483)
(13,358)
(211,841)
Issue of share capital
23
140
-
-
140
-
140
Credit to equity for equity settled share-based payments
22
-
-
(218)
(218)
-
(218)
Balance at 31 December 2023
5,980
(992,193)
3,048,067
2,061,854
464,140
2,525,994
SHIRLEY PARSONS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Merger relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
-
0
-
-
0
-
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(12,260)
(12,260)
Issue of share capital
23
5,840
-
-
5,840
Merger reserve
-
2,896,887
-
2,896,887
Balance at 31 December 2022
5,840
2,896,887
(12,260)
2,890,467
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(11,792)
(11,792)
Issue of share capital
23
140
-
-
140
Balance at 31 December 2023
5,980
2,896,887
(24,052)
2,878,815
SHIRLEY PARSONS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
1,414,472
(303,919)
Share based payments transactions
(218)
388
Interest paid
(363,002)
(161,229)
Income taxes paid
(13,774)
(185,713)
Net cash inflow/(outflow) from operating activities
1,037,478
(650,473)
Investing activities
Purchase of intangible assets
(186,607)
-
Purchase of tangible fixed assets
(25,633)
-
Net cash used in investing activities
(212,240)
-
Financing activities
Proceeds from issue of shares
140
680
Proceeds from borrowings
447,218
394,020
Repayment of borrowings
(535,375)
(37,897)
Repayment of bank loans
(198,439)
(161,943)
Net cash (used in)/generated from financing activities
(286,456)
194,860
Net increase/(decrease) in cash and cash equivalents
538,782
(455,613)
Cash and cash equivalents at beginning of year
1,362,239
1,541,917
Effect of foreign exchange rates
(261,952)
275,935
Cash and cash equivalents at end of year
1,639,069
1,362,239
Relating to:
Cash at bank and in hand
1,639,069
2,214,950
Bank overdrafts included in creditors payable within one year
-
(852,711)
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Shirley Parsons Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is B2 Building (4th Floor), Bear Brook Business Park, Walton Street, Aylesbury, Buckinghamshire, HP21 7QW.

 

The group consists of Shirley Parsons Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The parent company previously prepared financial statements for the period ended 31 October 2021, a nine month period from it's incorporation. The company extended the previous accounting period to 31 December 2022, covering a 14 month period to align reporting dates with it's subsidiaries and as such the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.2
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

 

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Business combinations

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

 

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

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Shirley Parsons Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

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

 

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.5
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company and group will continue in operational existence for the foreseeable future.

 

In assessing the going concern basis, the directors have considered the company’s and group’s business activities and its financial position. The company continues to be a non-trading holding entity for the group, which continues as a professional services provider. During the year, the group was profitable and as at 31 December 2023 had net current assets and net assets.

 

The directors continue to closely monitor the company's and group’s liquidity and capital adequacy and in doing so, forecasts have been produced covering a period of at least twelve months from the date that the financial statements are approved.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

1.7
Research and development expenditure

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

1.8
Intangible fixed assets - goodwill

Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the profit and loss account over the directors' estimate of its useful economic life. Impairment tests on the carrying value of goodwill are undertaken

 

 

Negative goodwill arising on an acquisition, representing the excess of the fair value of the identifiable net assets acquired over the fair value of the consideration provided, is capitalised within fixed assets and released to the profit and loss account over 5 years.

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Software
33% straight line
Development costs
20% straight line
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.10
Tangible fixed assets

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

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

Fixtures, fittings and equipment
25% straight line

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

1.11
Fixed asset investments

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

 

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

1.12
Cash and cash equivalents

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

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.13
Financial instruments

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

 

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

 

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

Basic financial assets

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

Basic financial liabilities

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

 

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

1.14
Equity instruments

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

1.15
Taxation

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

Current tax

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

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Deferred tax

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

 

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

1.16
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.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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

 

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

1.18
Retirement benefits

The group operates a defined contribution pension scheme for certain employees and contributions to the scheme are charged to the profit and loss account as they are incurred.

1.19
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.20
Foreign exchange

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

 

Gains and losses arising on consolidation are included in other comprehensive income.

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit and loss.

Share options

The company has granted share options. The options have been calculated using the Black-Scholes model which requires judgement in determining and assessing key assumptions and therefore results in some estimation uncertainty.

3
Turnover

The group's turnover is attributable to the principal activities of the group and represents the value, excluding value added tax, of services supplied to customers during the period. The analysis of turnover by geographical area is as follows:

2023
2022
£
£
Turnover analysed by geographical market
UK
20,334,433
16,278,604
Europe
9,773,636
6,011,983
North America
6,760,247
5,375,406
Rest of World
3,756,363
4,526,404
40,624,679
32,192,397
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover
(Continued)
- 22 -
2023
2022
£
£
Other revenue
Other overseas income
77,079
39,568
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
35,310
(73,221)
Depreciation of owned tangible fixed assets
35,007
60,317
Amortisation of intangible assets
98,043
43,430
Share-based payments
218
(388)
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
32,750
26,250
For other services
Statutory accounts compilation
4,750
4,250
Taxation compliance services
2,500
2,500
All other non-audit services
6,250
7,650
13,500
14,400
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
4
3
-
-
Sales / Administration
107
93
-
-
Total
111
96
-
0
-
0
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
8,444,490
5,728,127
-
0
-
0
Social security costs
910,095
541,021
-
-
Pension costs
156,152
131,579
-
0
-
0
9,510,737
6,400,727
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
185,436
217,701
Company pension contributions to defined contribution schemes
1,747
1,740
187,183
219,441
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
n/a
152,552

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank loans, overdrafts and other borrowings
161,507
90,694
Interest on invoice finance arrangements
201,495
82,783
Total finance costs
363,002
173,477
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
1,008
-
0
Foreign current tax on profits for the current period
13,774
184,473
Total current tax
14,782
184,473
Deferred tax
Origination and reversal of timing differences
(10,300)
(16,400)
Total tax charge
4,482
168,073

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

2023
2022
£
£
Profit before taxation
54,593
788,927
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
13,648
149,896
Tax effect of expenses that are not deductible in determining taxable profit
7,551
5,711
Tax effect of utilisation of tax losses not previously recognised
(62,362)
(36,402)
Effect of overseas tax rates
10,951
45,198
Share of associates losses/(profits)
33,737
115
Tax effect of change in tax rate
957
3,555
Taxation charge
4,482
168,073

Factors that may affect tax charges

The UK Government increased the UK Corporation Tax rate to 25% from 19% effective from 1 April 2023. As such, the current tax rate for the current accounting period has been calculated at an effective tax rate of 23.50%.

There were no other factors that may affect current or future tax charges.

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
10
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Development costs
Total
£
£
£
£
£
Cost
At 31 December 2023
101,946
(111,856)
-
0
217,152
207,242
Additions
-
0
-
0
186,607
-
0
186,607
At 31 December 2023
101,946
(111,856)
186,607
217,152
393,849
Amortisation and impairment
At 1 January 2023
101,946
(111,856)
-
0
153,915
144,005
Amortisation charged in the period
-
0
-
0
62,202
35,841
98,043
At 31 December 2023
101,946
(111,856)
62,202
189,756
242,048
Carrying amount
At 31 December 2023
-
0
-
0
124,405
27,396
151,801
At 31 December 2022
-
0
-
0
-
0
63,237
63,237
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
11
Tangible fixed assets
Group
Fixtures, fittings and equipment
£
Cost
At 1 January 2023
599,767
Additions
25,633
At 31 December 2023
625,400
Depreciation and impairment
At 1 January 2023
565,608
Depreciation charged in the year
35,007
At 31 December 2023
600,615
Carrying amount
At 31 December 2023
24,785
At 31 December 2022
34,159
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
3,902,048
3,902,048
Investments in associates
710,342
891,533
-
0
-
0
710,342
891,533
3,902,048
3,902,048
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2023
891,533
Share of (loss)/profit for year after tax
(134,946)
Foreign exchange loss
(46,245)
At 31 December 2023
710,342
Carrying amount
At 31 December 2023
710,342
At 31 December 2022
891,533
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
3,902,048
Carrying amount
At 31 December 2023
3,902,048
At 31 December 2022
3,902,048

During the year, the group acquired the remaining 6% ordinary share capital of Shirley Parsons Denmark ApS for no consideration.

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
13
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Shareholding
Shirley Parsons Limited
England and Wales
Professional services
100% ordinary
Identify Networks Limited
England and Wales
Professional services
100% ordinary
Shirley Parsons Project Services Limited
England and Wales
Dormant
100% ordinary
Shirley Parsons Professional Services Limited
England and Wales
Professional services
100% ordinary
Shirley Parsons Inc
USA
Professional services
75% ordinary
Identify Group Inc
USA
Dormant
100% ordinary
Outreach Consulting LLC
USA
Professional services
100% ordinary
Shirley Parsons GmbH
Germany
Professional services
100% ordinary
Shirley Parsons Denmark ApS
Denmark
Professional services
100% ordinary
Shirley Parsons B.V.
Netherlands
Professional services
100% ordinary
Shirley Parsons Professional Services Limited Taiwan Branch
Taiwan
Professional services
100% ordinary
Shirley Parsons Ireland Limited
Republic of Ireland
Professional services
100% ordinary
Shirley Parsons Inc Canada
Canada
Professional services
100% ordinary

All subsidiaries registered in England and Wales have the same registered office as Shirley Parsons Holdings Limited.

 

All subsidiaries registered in the USA have a registered office of 16192 Coastal Highway, Lewes, DE 19958, USA.

 

Shirley Parsons GmbH has a registered address of 11, Elisabeth Street, 40217, Düsseldorf.

 

Shirley Parsons Ireland Limited has a registered office of 13 Classon House, Dundrum Business Park, Dundrum, Dublin 14, D14 W9Y3.

 

Shirley Parsons Professional Services Limited Taiwan Branch has a registered office of No. 206, Sec.1, Keelung Rd., Xinyi Dist., Taipei City 110, Taiwan.

 

Shirley Parsons Denmark ApS has a registered office of Vejlsøvej 51, 8600 Silkeborg, Denmark.

 

Shirley Parsons B.V. has a registered office of Keizersgracht 391A, 1016 EJ, Amsterdam, Netherlands.

 

Shirley Parsons Inc Canada has a registered address of 12th Floor, 30 Adelaide St E, Toronto, ON M5C 3G6

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
14
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
% Held
Direct
Indirect
Kineticom Inc
USA
Professional services
21
-
*K2Com Services LLC
USA
Professional services
-
21
*KCOM FlexForce LLC
USA
Dormant
-
21
*Kineticom Canada
Canada
Dormant
-
21

* Wholly owned subsidiaries of Kineticom, Inc.

15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,776,092
7,376,480
-
0
-
0
Amounts owed by related parties
59,759
237,225
-
-
Other debtors
212,378
92,253
-
0
-
0
Prepayments and accrued income
1,156,859
554,454
-
0
-
0
9,205,088
8,260,412
-
-
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
18
227,009
1,068,864
-
0
-
0
Other borrowings
18
447,581
383,917
-
0
217,410
Trade creditors
2,201,331
1,228,546
-
0
-
0
Amounts owed to group undertakings
-
-
1,023,233
515,766
Amounts owed to related undertakings
120,700
35,965
-
0
-
0
Corporation tax payable
1,008
-
0
-
0
-
0
Other taxation and social security
418,797
375,165
-
-
Other creditors
4,058,367
3,261,815
-
0
-
0
Accruals and deferred income
1,126,481
1,401,877
-
0
-
0
8,601,274
7,756,149
1,023,233
733,176

Bank overdrafts are secured by way of a fixed and floating charge over the assets of the group.

 

Included within bank loans and overdrafts are loans of £482,618 (2022 - £681,057), with £227,009 (2022 - £216,153) included within creditors due within one year and £255,609 (2022 - £464,904) included within creditors due after more than one year. The loans are under the Coronavirus Business Interruption Loan schemes and are therefore secured by way of fixed and floating charges over all assets of the company. Interest will be charged at rates from 2.24% - 8.90% above the Bank of England base rate. The amounts are being repaid in monthly installments.

 

Included within other creditors is an amount of £2,544,874 (2022 - £2,538,935) in respect of invoice discounting which is secured by way of a fixed and floating charge over the assets of the group.

 

Included within other borrowings are loans advanced from a related party of £316,563 (2022 - £356,123), with £363 (2022 - £166,508) included within creditors due within one year and £316,200 (2022 - £189,616) included within creditors due after more than one year. The loans are secured over the company's investment in the lenders share capital. Interest will be charged at rates between 2.30% - 5.50%. The amounts are being repaid in quarterly and biannual installments.

 

Included within other borrowings are loan notes advanced from a related party of £Nil (2022 - £495,815), with £Nil (2022 - £217,410) included within creditors due within one year and £Nil (2022 - £278,405) included within creditors due after more than one year. The loan notes are unsecured. Interest will be charged at an annual rate of 2% compounded on the last business day of each month.

 

Included within other borrowings are loans of £447,218 (2022 - £Nil), with £447,218 (2022 - £Nil) included within creditors due within one year and £Nil (2022 - £Nil) included within creditors due after more than one year. The loans are secured by way of fixed and floating charges over all assets of the company. Interest will be charged at a rate of 9%. The amounts are being repaid in monthly installments.

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
18
255,609
464,904
-
0
-
0
Other borrowings
18
316,200
468,021
-
0
278,405
571,809
932,925
-
278,405

Included within bank loans are loans of £482,618 (2022 - £681,057), with £227,009 (2022 - £216,153) included within creditors due within one year and £255,609 (2022 - £464,904) included within creditors due after more than one year. The loans are under the Coronavirus Business Interruption Loan schemes and are therefore secured by way of fixed and floating charges over all assets of the company. Interest will be charged at rates from 2.24% - 8.90% above the Bank of England base rate. The amounts are being repaid in monthly installments.

 

Included within other borrowings are loans advanced from a related party of £316,563 (2022 - £356,123), with £363 (2022 - £166,508) included within creditors due within one year and £316,200 (2022 - £189,616) included within creditors due after more than one year. The loans are secured over the company's investment in the lenders share capital. Interest will be charged at rates between 2.30% - 5.50%. The amounts are being repaid in quarterly and biannual installments.

 

Included within other borrowings are loan notes advanced from a related party of £Nil (2022 - £495,815), with £Nil (2022 - £217,410) included within creditors due within one year and £Nil (2022 - £278,405) included within creditors due after more than one year. The loan notes are unsecured. Interest will be charged at an annual rate of 2% compounded on the last business day of each month.

18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
482,618
681,057
-
0
-
0
Bank overdrafts
-
0
852,711
-
0
-
0
Other borrowings
763,781
851,938
-
0
495,815
1,246,399
2,385,706
-
495,815
Payable within one year
674,590
1,452,781
-
0
217,410
Payable after one year
571,809
932,925
-
0
278,405
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
19
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Dilapidations
25,008
20,004
-
-
Movements on provisions:
Dilapidations
Group
£
At 1 January 2023
20,004
Additional provisions in the year
5,004
At 31 December 2023
25,008
20
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
-
2,300
Other timing differences
7,000
15,000
7,000
17,300
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
17,300
-
Credit to profit or loss
(10,300)
-
Liability at 31 December 2023
7,000
-
21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
152,006
131,579
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Retirement benefit schemes
(Continued)
- 32 -

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

22
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
1,074,240
-
0.001
-
Granted
-
1,623,173
0.001
-
Exercised
(140,000)
(548,933)
0.001
-
Outstanding at 31 December 2023
934,240
1,074,240
0.001
-
Exercisable at 31 December 2023
387,840
332,040
0.001
-

The options outstanding at 31 December 2023 had an exercise price of £0.001, and a remaining contractual life of 3 years 1 month.

Group and company
Inputs were as follows:
2023
2022
Weighted average share price
0.001
0.001
Weighted average exercise price
0.001
0.001
Expected volatility
50.00
50.00
Expected life
4.10
4.10
Risk free rate
1.27
1.27
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
23
Share capital
Group
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
5,160,256
5,160,256
5,160
5,160
Growth shares of 0.1p each
819,933
679,933
820
680
5,980,189
5,840,189
5,980
5,840

During the year, the company issued 140,000 Growth shares of 0.1p each for a total consideration of £140.

 

The rights attached to each category of share can be found in the company's Articles of Association.

Company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
5,160,256
5,160,256
5,160
5,160
Growth shares of 0.1p each
819,933
679,933
820
680
5,980,189
5,840,189
5,980
5,840
During the year, the company issued 140,000 Growth shares of 0.1p each for a total consideration of £140.

The rights attached to each category of share can be found in the company's Articles of Association.
24
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
327,098
171,184
-
-
Between two and five years
269,950
233,358
-
-
597,048
404,542
-
-
25
Events after the reporting date

Subsequent to the year, the company issued 192,000 Growth shares for a total consideration of £192.

SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
26
Related party transactions

The Directors are considered to be key management personnel. Their remuneration is disclosed within note 7.

 

The company has taken advantage of the exemption conferred within FRS102 section 33.1A not to disclose transactions between wholly owned members of the same group.

 

As at 31 December 2023, included within creditors was a balance of £35,965 (2022 - £35,965) due to Shirley Parsons LLC, a company under common control.

 

At 31 December 2023, included within creditors were directors' loans of £388,528 (2022 - £64,652), on which the company charged interest during the year of £4,023 (2022 - £1,828).

 

During the year, the group was loaned $Nil (2022 - $500,000 (GBP £394,021)) from a related party. Included within other borrowings are amounts of £316,563 (2022 - £356,123), with £363 (2022 - £166,508) included within creditors due within one year and £316,200 (2022 - £189,616) included within creditors due after more than one year. During the year, interest was charged amounting to £11,561 (2022 - £6,739).

 

During the year, the company issued loan notes of £Nil (2022 - £Nil) to a related party. Included within other borrowings are amounts of £Nil (2022 - £495,815), with £Nil (2022 - £217,410) included within creditors due within one year and £Nil (2022 - £278,405) included within creditors due after more than one year. During the year, interest was charged amounting to £11,793 (2022 - £12,247).

27
Cash generated from/(absorbed by) group operations
31 December
31 December
2023
2022
£
£
Profit for the year after tax
50,111
620,854
Adjustments for:
Share of results of associates and joint ventures
134,946
605
Taxation charged
4,482
168,073
Finance costs
363,002
173,477
Amortisation and impairment of intangible assets
98,043
43,430
Depreciation and impairment of tangible fixed assets
35,007
60,317
Foreign exchange losses/(gains) on cash equivalents
46,245
(95,176)
Increase in provisions
5,004
5,004
Movements in working capital:
Increase in debtors
(944,676)
(2,704,969)
Increase in creditors
1,622,308
1,424,466
Cash generated from/(absorbed by) operations
1,414,472
(303,919)
SHIRLEY PARSONS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
28
Analysis of changes in net funds/(debt) - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
2,214,950
(791,588)
215,707
1,639,069
Bank overdrafts
(852,711)
852,711
-
-
0
1,362,239
61,123
215,707
1,639,069
Borrowings excluding overdrafts
(1,532,995)
286,596
-
(1,246,399)
(170,756)
347,719
215,707
392,670
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