Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-31The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.false2023-01-01falsethat of an investment holding company. The predominant force behind the group's activities is the indirect operating subsidiary, Nipco Plc, along with its subsidiaries. Their core activities include acquiring, storing, and distributing petroleum products. Nipco's operations also encompass trading in Liquefied Petroleum Gas (LPG), Compressed Natural Gas (CNG), and aviation fuel, further diversifying the group's portfolio and revenue streams. Additionally, the Nipco Plc group engages in the real estate sector by leasing investment properties to corporate entities and continues its growth and presence in the hospitality industry. In the UK, the results of the group are predominately driven by the main operating subsidiary Agri- Chemicals Limited. This entity focuses on acquiring and selling petroleum products, raw materials for the mining, food, and building sectors, as well as equipment and machinery for a broad range of clients across Africa. Additionally, other UK-based subsidiaries of the group are involved in property development, residential and commercial rentals, and hospitality. They have expertly broadened their investment reach to include both private and publicly traded equities on recognised stock exchanges. The group also has interests in shipping with its associated undertaking, Union Maritime Ltd, which is a UK based ship owner and operator of a fleet of a diversified fleet of crude, product and chemical tankers and with its joint venture interest in Union Carriers Limited, which is a UK based ship owner and operator of a fleet of dry bulk vessels.00false 01882065 2023-01-01 2023-12-31 01882065 2022-01-01 2022-12-31 01882065 2023-12-31 01882065 2022-12-31 01882065 2022-01-01 01882065 2 2023-01-01 2023-12-31 01882065 2 2022-01-01 2022-12-31 01882065 1 2023-01-01 2023-12-31 01882065 e:Director1 2023-01-01 2023-12-31 01882065 e:Director2 2023-01-01 2023-12-31 01882065 e:Director3 2023-01-01 2023-12-31 01882065 e:RegisteredOffice 2023-01-01 2023-12-31 01882065 d:Buildings 2023-01-01 2023-12-31 01882065 d:Buildings d:LongLeaseholdAssets 2023-01-01 2023-12-31 01882065 d:PlantMachinery 2023-01-01 2023-12-31 01882065 d:MotorVehicles 2023-01-01 2023-12-31 01882065 d:FurnitureFittings 2023-01-01 2023-12-31 01882065 d:OtherPropertyPlantEquipment 2023-01-01 2023-12-31 01882065 d:FreeholdInvestmentProperty 2023-01-01 2023-12-31 01882065 d:FreeholdInvestmentProperty 2023-12-31 01882065 d:FreeholdInvestmentProperty 2022-12-31 01882065 d:FreeholdInvestmentProperty 2 2023-01-01 2023-12-31 01882065 d:CurrentFinancialInstruments 2023-12-31 01882065 d:CurrentFinancialInstruments 2022-12-31 01882065 d:Non-currentFinancialInstruments 2023-12-31 01882065 d:Non-currentFinancialInstruments 2022-12-31 01882065 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 01882065 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 01882065 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 01882065 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-12-31 01882065 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2023-12-31 01882065 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2022-12-31 01882065 d:ShareCapital 2023-12-31 01882065 d:ShareCapital 2022-12-31 01882065 d:ShareCapital 2022-01-01 01882065 d:RevaluationReserve 2023-01-01 2023-12-31 01882065 d:RevaluationReserve 2023-12-31 01882065 d:RevaluationReserve 2 2023-01-01 2023-12-31 01882065 d:RevaluationReserve 2022-12-31 01882065 d:RevaluationReserve 2022-01-01 01882065 d:RevaluationReserve 2 2022-01-01 2022-12-31 01882065 d:ForeignCurrencyTranslationReserve 2023-01-01 2023-12-31 01882065 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 01882065 d:RetainedEarningsAccumulatedLosses 2023-12-31 01882065 d:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 01882065 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 01882065 d:RetainedEarningsAccumulatedLosses 2022-12-31 01882065 d:RetainedEarningsAccumulatedLosses 2022-01-01 01882065 d:RetainedEarningsAccumulatedLosses 2 2022-01-01 2022-12-31 01882065 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 01882065 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 01882065 d:TaxLossesCarry-forwardsDeferredTax 2023-12-31 01882065 d:TaxLossesCarry-forwardsDeferredTax 2022-12-31 01882065 d:RetirementBenefitObligationsDeferredTax 2023-12-31 01882065 d:RetirementBenefitObligationsDeferredTax 2022-12-31 01882065 d:OtherDeferredTax 2023-12-31 01882065 d:OtherDeferredTax 2022-12-31 01882065 e:OrdinaryShareClass1 2023-01-01 2023-12-31 01882065 e:OrdinaryShareClass1 2023-12-31 01882065 e:FRS102 2023-01-01 2023-12-31 01882065 e:Audited 2023-01-01 2023-12-31 01882065 e:FullAccounts 2023-01-01 2023-12-31 01882065 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 01882065 e:Consolidated 2023-12-31 01882065 e:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 01882065 2 2023-01-01 2023-12-31 01882065 6 2023-01-01 2023-12-31 01882065 d:ShareCapital 2 2023-01-01 2023-12-31 01882065 d:ShareCapital 2 2022-01-01 2022-12-31 01882065 3 2023-12-31 01882065 4 2023-12-31 01882065 3 2022-12-31 01882065 4 2022-12-31 01882065 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 01882065














SOLAI HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
SOLAI HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Ramesh S Kansagra 
Rajni S Kansagra 
Bhupendra S Kansagra 




Registered number
01882065



Registered office
Portland House
69-71 Wembley Hill Road

Wembley

Middlesex

HA9 8BU




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
SOLAI HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 5
Directors' Report
 
6 - 7
Independent Auditors' Report
 
8 - 11
Consolidated Statement of Comprehensive Income
 
12 - 13
Consolidated Statement of Financial Position
 
14 - 15
Company Statement of Financial Position
 
16
Consolidated Statement of Changes in Equity
 
17 - 19
Company Statement of Changes in Equity
 
20
Consolidated Statement of Cash Flows
 
21 - 22
Consolidated Analysis of Net Debt
 
23
Notes to the Financial Statements
 
24 - 59


 
SOLAI HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report of Solai Holdings Limited ("the company") and its subsidiaries (together "the group") for the year ended 31 December 2023.

Principal activities
 
The principal activity of the company in the year under review is that of an investment holding company.
The predominant force behind the group's activities is the indirect operating subsidiary, Nipco Plc, along with its subsidiaries. Their core activities include acquiring, storing, and distributing petroleum products. Nipco's operations also encompass trading in Liquefied Petroleum Gas (LPG), Compressed Natural Gas (CNG), and aviation fuel, further diversifying the group's portfolio and revenue streams. Additionally, the Nipco Plc group engages in the real estate sector by leasing investment properties to corporate entities and continues its growth and presence in the hospitality industry.
In the UK, the results of the group are predominately driven by the main operating subsidiary Agri-Chemicals Limited. This entity focuses on acquiring and selling petroleum products, raw materials for the mining, food, and building sectors, as well as equipment and machinery for a broad range of clients across Africa. Additionally, other UK-based subsidiaries of the group are involved in property development, residential and commercial rentals, hospitality and investing in both private and publicly traded equities on recognised stock exchanges.
The group also has interests in shipping with its associate undertaking, Union Maritime Ltd, which is a UK based ship owner and operator of a diversified fleet of crude, product and chemical tankers and with its joint venture interest in Union Carriers Limited, which is a UK based ship owner and operator of a fleet of dry bulk vessels.
Review of business
The group operates in markets which remain highly competitive and continued to perform well. Turnover decreased marginally by 4.6% in 2023 from £1,725.6m in 2022 to £1,646.4m in 2023. The decrease is due to adverse foreign exchange movements impacting turnover earned overseas. The group's Nigerian subsidiaries, who have a reporting currency of "the Naira" together generated turnover denominated in their local currency of N1,243.549m (2022 - N850.250m), which represents an impressive growth of 46.26%. However due to the significant decline in value of the Naira against the £, on conversion to £ sterling this transpired to a fall in turnover from £1,624m in 2022 to £1,547m in 2023.
Gross Profit in the year to 31 December 2023 was £176.8m (2022 - £166.2m), an increase of 6.4%.
Profit before tax in the year to 31 December 2023 was £207.8m (2022 - £170.6m), an increase of 21.8%.
 
Page 1

 
SOLAI HOLDINGS LIMITED
 

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


Financial key performance indicators
The group operates key performance indicators (KPI's) which give an understanding of the development, performance and position of the group which are subject to regular review by the Board.
Set out below are some of the key performance indicators that the directors use to monitor the performance of the business:

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The directors are of the opinion that the above figures show that the group has demonstrated a robust performance over the past year, showcasing resilience in a dynamic market environment. The group's profit after tax has grown significantly in the year, reinforcing the group’s strong growth and capability to invest in future growth opportunities. Net assets have decreased from £738.8m to £656.5m which was due to the fall in the net asset value of overseas subsidiaries whose functional currencies have fallen in value against the £ sterling. The group's robust asset base and profitability provides a solid foundation for sustainable growth and shareholder value enhancement.
In conclusion, the directors are of the opinion that the business has shown exceptional performance, underpinned by strategic decision-making and a focus on profitability. The group is well-positioned to continue this trajectory of growth and to meet the challenges of the future with confidence and a strong financial footing.
Environmental 
The group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors’ continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible.
The group is exempt from the requirement to disclose details of CO2 emissions and energy consumption by virtue of UK consumption being less than 40,000 kWh during the period.
Principal risks and uncertainties
The group operates a risk-based approach to identify and manage risk. The directors review the principal risks and uncertainties pertaining to the business on a regular basis and adopt appropriate measures to mitigate such risks and uncertainties.
The company's strategic risk and operational risks remained the same over the past year with no changes in the company's portfolio. The key business risks are detailed below.
 
Page 2

 
SOLAI HOLDINGS LIMITED
 

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


Price Risk
The group's risks are impacted by its investment holdings, with its largest holding being within the oil and gas sector. The risks are impacted by the inherent uncertainties of the oil and gas market. Daily price monitoring systems used to determine selling prices enable the company to effectively manage the risk of gross margin erosion.
Geopolitical risk
We actively operate and explore potential opportunities in countries, regions, and cities that undergo political, economic and social transitions. Political instability, changes to the regulatory or taxation environment, international trade disputes and barriers to free trade, international sanctions, expropriation or nationalisation of property, civil strife, strikes, insurrections, acts of terrorism, acts of war and public health situations (including any future epidemic or pandemic). These factors have the potential to disrupt or limit our operational activities, impacting the company's ability to execute its strategy.
Currency Risk
As a global business the group faces the risk of currency fluctuations. The group is exposed to translation and foreign exchange risk as those currencies become stronger or weaker against the Pound Sterling (£). The financial results are presented in Pound Sterling (£) and these results are sensitive to either a relative strengthening or weakening of the Pound Sterling (£) against the major currencies the group is exposed to.
Credit risk
The group’s credit risk is primarily attributable to its trade debtors. The amounts presented in the statement of financial position are net of provisions for doubtful debts. The group manages its concentration of credit risk with exposure spread over a number of customers and manages its overall exposure by taking stage payments from its customers.
Liquidity risk
The group’s liquidity risk and ability to meet its obligations as they fall due are considered well managed, being supported by substantial cash balances and positive cashflows from the groups trading activity. The group places particular importance on management of its cash resources with vigorous planning and regular reviews of the group's spend and cash inflow from operations.
Interest rate cash flow risk
The group has both interest-bearing assets and interest-bearing liabilities. Interest bearing assets include mainly cash at bank, all of which earn interest at variable rates. Interest bearing liabilities relate to bank facilities and the group is exposed to interest rate risks.
The group is proactively seeking refinancing opportunities, diversifying its investments, enhancing operational efficiencies, and negotiating to fix rates to manage borrowing costs and uphold financial stability.
Inflation
Global economies are seeing a period of volatility in inflation rates, causing uncertainty in the cost of goods and services. The group continues to review the commercial terms and evolving inflation rates to ensure minimal impact.
 
Page 3

 
SOLAI HOLDINGS LIMITED
 

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


Cyber risk
In today's digital age, cyber threats pose a significant and evolving challenge to our operations, reputation, and stakeholder confidence. Recognising this, cyber risk management remains a pivotal aspect of our strategic planning. We are committed to safeguarding our digital infrastructure, intellectual property, and customer data against potential cyber-attacks. We continue to review and invest where appropriate in the development and maintenance of our IT infrastructure, systems and processes and information security. We operate a firewall and anti-virus software, monitor any attempted breaches and take action where necessary to ensure our infrastructure remains robust and appropriate.
Statement in relation to section 172(1) Companies Act 2006
This statement which forms part of the Strategic Report, is intended to show how the company's directors have approached and met their responsibilities under section 172 Companies Act 2006 during 2023. The statement has been prepared in response to the obligations as set out in the Companies (Miscellaneous Reporting) Regulations 2018.
As required by section 172 of the UK Companies Act 2006, a director of a company must act in a way he/she considers, in good faith, would most likely promote the success of the company for the benefit of its members. In doing this, the director must have regard, amongst other matters, to:
- The likely consequences of any decisions on the long-term;
- The interests of the group's employees;
- The need to foster the group's business relationships with suppliers, customers, and others;
- The impact of the group's operations on the community and environment,
- The desirability of the group maintaining a reputation for high standards of business conduct;
- The need to act fairly between shareholders of the group.
As part of the Board’s decision-making process, consideration of key stakeholder interests and the potential impact decisions have on each group is vital. Our various engagement processes provide us with a better understanding of what matters to our stakeholders, their views and requirements, and the consequences of any decision, which are then considered in the business decisions made by the Board. The Board also strive to embed this decision-making principal throughout all levels of the group. Our key stakeholder groups are set out below.
• 
Employees – the strength of the group is built on a committed, motivated team of employees. Our colleagues rely on us to provide steady employment and opportunities to realise their potential in a working environment where they can perform to their best.
• 
Customers – we aim to build strong, long-lasting relationships with our customers. This is based on a commitment to deliver a quality service that our customers can rely upon.
• 
Supply chain – we depend on all levels of our supply chain to provide the materials, labour and infrastructure that are essential to operate our business. We ensure a robust pre-approval and ongoing monitoring process to develop the relationship with our supply chain and provide future opportunities for our suppliers.
• 
Communities and the Environment – communities and the wider public expect us to act as a responsible group and neighbour, and to minimise any adverse impact we might have on local communities and the environment.
• 
Public Bodies and Regulators – we seek to enjoy a constructive and cooperative relationship with the bodies that authorise and regulate our business activities. This helps us maintain a reputation for high standards of business conduct. They expect us to comply with applicable law, regulations and licence conditions.
 
Page 4

 
SOLAI HOLDINGS LIMITED
 

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


Outlook
As the group broadens its portfolio across different industries and locations, its challenges become more complex and widespread. The oil and gas sector is swayed by international market prices and regulatory shifts, while hospitality responds to domestic economic and tourism fluctuations. Introducing precious metals production and exploration adds further diversity and new challenges like market volatility and geographical concerns. The company must navigate these intricacies, adjusting to both UK and international landscapes. Its success hinges on skillfully balancing this diverse portfolio, seizing opportunities, and responding to the unique demands of each market and sector.
Future development
The group is committed to sustaining growth by leveraging its current, successful business framework. We aim to naturally expand the company by utilising our well-established networks and remain vigilant in assessing the market for potential investment opportunities in promising industries. Please refer to note 33 of the consolidated financial statements for post balance sheet events. 
Strategically, the group has broadened its investment portfolio to encompass indirect investments in both privately held and publicly traded firms on a reputable stock exchange. 


This report was approved by the board on 18 November 2024 and signed on its behalf.



Bhupendra S Kansagra
Director

Page 5

 
SOLAI HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £179.4m (2022 - £105.2m). Dividends of £3.0m (2022 - £nil) were paid during the year.

Directors

The directors who served during the year were:

Ramesh S Kansagra 
Rajni S Kansagra 
Bhupendra S Kansagra 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

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

Future developments

Please refer to the Strategic Report on pages 1 and 5 for activities and the likely future developments of the group and a discussion of the risks and uncertainties.

Page 6

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

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditors are aware of that information.

Post balance sheet events

Information relating to events since the end of the year is given in the notes to the financial statements.

Auditors

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

This report was approved by the board on 18 November 2024 and signed on its behalf.
 





Bhupendra S Kansagra
Director

Page 7

 
SOLAI HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLAI HOLDINGS LIMITED
 

Opinion


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


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 8

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

Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report 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 statementsour 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 9

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

Auditors' responsibilities for the audit of the financial statements
 

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


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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the company and group through discussions with directors and other management, and from our commercial knowledge and experience of the sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company and group, including the Companies Act 2006, taxation legislation and data protection, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the company’s and group's remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships; 
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the company’s and group's legal advisors. 

 
Page 10

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

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


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

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





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

18 November 2024
Page 11

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


2023
2022
Note
£000
£000

  

Turnover
 4 
1,646,404
1,725,604

Cost of sales
  
(1,469,572)
(1,559,416)

Gross profit
  
176,832
166,188

Distribution costs
  
(27,969)
(558)

Administrative expenses
  
(66,565)
(121,582)

Other operating income
 5 
14,639
35,531

Fair value movements
  
19,408
42,300

Group operating profit
 6 
116,345
121,879

Share of operating profit of joint ventures
  
12,011
13,788

Share of operating profit of associates
  
94,292
60,528

Hyperinflation adjustment
  
1,012
-

Profit on ordinary activities before interest
  
223,660
196,195

Income from fixed assets investments
 10 
78
297

Amounts written off investments
 10 
(1,013)
-

Interest receivable and similar income
 11 
15,762
5,509

Interest payable and similar expenses
 12 
(30,685)
(31,361)

Profit before taxation
  
207,802
170,640

Tax on profit
 13 
8,941
(32,663)

Profit for the financial year
  
216,743
137,977

 Other comprehensive income
  

Foreign exchange movement on brought forward amounts owed to non-controlling interests
  
(25,694)
-

Hyperinflation adjustment
  
-
316

Revaluation gain/(loss) on freehold property net of deferred tax
  
(25,928)
323

Currency translation differences
  
(240,854)
21,431

Net profit on subsequent acquisition of non controlling interests
  
-
9,869

Actuarial losses on pension scheme
  
(119)
(45)

Other comprehensive income for the year
  
(292,595)
31,894

Total comprehensive income for the year
  
(75,852)
169,871
Page 12

 
SOLAI HOLDINGS LIMITED
 

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


Profit for the year attributable to:
  

Owners of the parent company
  
179,418
105,181

Non-controlling interests
  
37,325
32,796

  
216,743
137,977

Total comprehensive income for the year attributable to:
  

Owners of the parent company
  
744
126,832

Non-controlling interest
  
(76,596)
43,039

  
(75,852)
169,871

The notes on pages 24 to 59 form part of these financial statements.

Page 13

 
SOLAI HOLDINGS LIMITED
REGISTERED NUMBER:01882065

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 15 
100
148

Tangible assets
 16 
171,023
350,198

Investments
 17 
255,583
166,214

Investment property
 18 
256,749
440,995

  
683,455
957,555

Current assets
  

Stocks
 19 
67,167
67,394

Debtors: amounts falling due after more than one year
 20 
633
1,358

Debtors: amounts falling due within one year
 20 
145,537
212,308

Cash at bank and in hand
 21 
250,584
209,605

  
463,921
490,665

Current liabilities
  

Creditors: amounts falling due within one year
 22 
(431,649)
(519,200)

Net current assets/(liabilities)
  
 
 
32,272
 
 
(28,535)

Total assets less current liabilities
  
715,727
929,020

Creditors: amounts falling due after more than one year
 23 
(29,338)
(126,348)

Provisions for liabilities
  

Deferred tax
 26 
(28,757)
(61,322)

Pension liability
 30 
(1,166)
(2,547)

  
 
 
(29,923)
 
 
(63,869)

Net assets
  
656,466
738,803

Page 14

 
SOLAI HOLDINGS LIMITED
REGISTERED NUMBER:01882065
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Capital and reserves
  

Called up share capital 
 27 
40,000
40,000

Revaluation reserve
 28 
278,232
290,577

Foreign exchange reserve
 28 
(179,122)
(20,350)

Profit and loss account
 28 
420,006
227,934

Equity attributable to owners of the parent company
  
559,116
538,161

Non-controlling interests
  
97,350
200,642

  
656,466
738,803


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 November 2024.




Bhupendra S Kansagra
Director

The notes on pages 24 to 59 form part of these financial statements.

Page 15

 
SOLAI HOLDINGS LIMITED
REGISTERED NUMBER:01882065

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Investments
 17 
125,279
114,269

Investment property
 18 
5,308
4,408

  
130,587
118,677

Current assets
  

Debtors: amounts falling due after more than one year
 20 
500
1,277

Debtors: amounts falling due within one year
 20 
6,421
1,089

Cash at bank and in hand
 21 
65,962
40,397

  
72,883
42,763

Current liabilities
  

Creditors: amounts falling due within one year
 22 
(9,556)
(11,319)

Net current assets
  
 
 
63,327
 
 
31,444

Total assets less current liabilities
  
193,914
150,121

  

Provisions for liabilities
  

Deferred taxation
 26 
-
(212)

Net assets
  
193,914
149,909


Capital and reserves
  

Called up share capital 
 27 
40,000
40,000

Revaluation reserve
 28 
1,898
1,331

Profit and loss account
 28 
152,016
108,578

  
193,914
149,909


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 November 2024.



Bhupendra S Kansagra
Director

The notes on pages 24 to 59 form part of these financial statements.

Page 16

 

SOLAI HOLDINGS LIMITED
 
 
 


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



Called up share capital
Revaluation reserve
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000
£000


At 1 January 2023
40,000
290,577
(20,350)
227,934
538,161
200,642
738,803



Comprehensive income for the year


Profit for the year
-
-
-
179,418
179,418
37,325
216,743


Foreign exchange movement on brought forward amounts owed to non-controlling interests
-
-
-
-
-
(25,694)
(25,694)


Revaluation of freehold properties net of deferred tax
-
(19,826)
-
-
(19,826)
(6,102)
(25,928)


Foreign exchange movement on translation of overseas subsidiaries
-
-
(158,772)
-
(158,772)
(82,082)
(240,854)


Actuarial losses on pension scheme
-
-
-
(76)
(76)
(43)
(119)

Total comprehensive income for the year
-
(19,826)
(158,772)
179,342
744
(76,596)
(75,852)


Revaluation of investment properties net of deferred tax
-
12,414
-
(12,414)
-
-
-


Transfer between reserves - previously unrealised gains that became realised in the year
-
(4,933)
-
4,933
-
-
-


Transfer between reserves - adjustment of amounts owed to non-controlling interests
-
-
-
19,669
19,669
(19,669)
-


Movement on increase in ownership of subsidiary undertakings
-
-
-
3,542
3,542
(6,016)
(2,474)


Dividends paid
-
-
-
(3,000)
(3,000)
(1,011)
(4,011)



At 31 December 2023
40,000
278,232
(179,122)
420,006
559,116
97,350
656,466



Page 17

 

SOLAI HOLDINGS LIMITED
 
 
 



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

The notes on pages 24 to 59 form part of these financial statements.

Page 18

 

SOLAI HOLDINGS LIMITED
 
 
 


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



Called up share capital
Revaluation reserve
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000
£000


At 1 January 2022
40,000
263,946
(41,781)
138,921
401,086
157,603
558,689



Comprehensive income for the year


Profit for the year
-
-
-
105,181
105,181
32,796
137,977


Foreign exchange movement on translation of overseas subsidiaries
-
-
21,431
-
21,431
(3,335)
18,096


Revaluation of freehold properties net of deferred tax
-
323
-
-
323
-
323


Hyperinflation adjustment
-
-
-
316
316
-
316


Net profit on subsequent acquisition of non controlling interests
-
-
-
9,869
9,869
-
9,869


Actuarial losses on pension scheme
-
-
-
(45)
(45)
-
(45)

Total comprehensive income for the year
-
323
21,431
115,321
137,075
29,461
166,536


Revaluation of investment properties net of deferred tax
-
26,308
-
(26,308)
-
-
-


Movement on increase in ownership of subsidiary undertakings
-
-
-
-
-
15,380
15,380


Dividends paid
-
-
-
-
-
(1,802)
(1,802)



At 31 December 2022
40,000
290,577
(20,350)
227,934
538,161
200,642
738,803



The notes on pages 24 to 59 form part of these financial statements.

Page 19

 

SOLAI HOLDINGS LIMITED
 
 
 


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



Called up share capital
Revaluation reserve
Profit and loss account
Total equity


£000
£000
£000
£000



At 1 January 2022
40,000
1,681
92,232
133,913





Profit for the year
-
-
15,996
15,996


Revaluation of freehold properties net of deferred tax
-
(350)
350
-





At 1 January 2023
40,000
1,331
108,578
149,909





Profit for the year
-
-
47,005
47,005


Revaluation of freehold properties net of deferred tax
-
567
(567)
-


Dividends paid
-
-
(3,000)
(3,000)



At 31 December 2023
40,000
1,898
152,016
193,914



The notes on pages 24 to 59 form part of these financial statements.

Page 20

 
SOLAI HOLDINGS LIMITED
 

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

2023
2022
£000
£000

Cash flows from operating activities

Profit for the financial year
216,743
137,977

Adjustments for:

Amortisation of intangible assets
30
19,008

Depreciation of tangible assets
17,629
32,682

Loss on disposal of tangible assets
182
2,491

Loss on disposal of fixed asset investments
421
-

Impairments of fixed assets
591
2,733

Interest paid
30,685
31,361

Interest received
(15,762)
(5,806)

Taxation charge
(8,941)
30,851

Decrease/(increase) in stocks
227
(4,996)

Decrease/(increase) in debtors
70,470
(49,332)

(Increase)/decrease in amounts owed by joint ventures
(54)
-

(Decrease)/increase in creditors
(150,258)
155,506

Pension scheme non-cash movement
(1,500)
40

Net fair value (gains) recognised in P&L
(19,408)
(42,856)

Share of operating profit in joint ventures and associates
(88,354)
(80,575)

Corporation tax (paid)
(25,338)
(15,605)

Amortisation of loan arrangement fee
-
16

Hyperinflation
-
(316)

Dividends received
(78)
-

Foreign exchange
101,639
13,313

Net cash generated from operating activities

128,924
226,492


Cash flows from investing activities

Purchase of intangible fixed assets
(45)
(142)

Purchase of tangible fixed assets
(26,613)
(34,766)

Sale of tangible fixed assets
175
44

Purchase of investment properties
(1,530)
(7,486)

Purchase of subsidiaries
(2,474)
(29,149)

Purchase of listed investments
(5,685)
(1,936)

Purchase of unlisted and other investments
(4,872)
(11,855)

Sale of unlisted and other investments
129
-

Sale of fixed asset investments
-
697

Purchase of share in joint ventures
(2,048)
-

Purchase of share in associates
(7,788)
-

Interest received
14,165
5,666
Page 21

 
SOLAI HOLDINGS LIMITED
 

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


2023
2022

£000
£000



Dividends received
78
12,002

Net cash from investing activities

(36,508)
(66,925)

Cash flows from financing activities

Bank loans received/(repaid)
18,993
(39,477)

Other loans received/(repaid)
(53,724)
-

Dividends paid
(3,000)
-

Non-controlling interest dividends paid
(1,011)
(419)

Interest paid
(13,445)
(13,117)

Net cash used in financing activities
(52,187)
(53,013)

Net increase in cash and cash equivalents
40,229
106,554

Cash and cash equivalents at beginning of year
185,667
79,113

Cash and cash equivalents at the end of year
225,896
185,667


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
250,584
209,605

Bank overdrafts
(24,688)
(23,938)

225,896
185,667


The notes on pages 24 to 59 form part of these financial statements.

Page 22

 
SOLAI HOLDINGS LIMITED
 

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




At 1 January 2023
Cash flows
At 31 December 2023
£000

£000

£000

Cash at bank and in hand

209,605

40,979

250,584

Bank overdrafts

(23,938)

(750)

(24,688)

Debt due after 1 year

(114,964)

89,799

(25,165)

Debt due within 1 year

(13,785)

(18,981)

(32,766)


56,918
111,047
167,965

The notes on pages 24 to 59 form part of these financial statements.

Page 23

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Solai Holdings Limited is a private limited liability company registered in England and Wales. The registered address and principal place of business is at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU.
The principal activity of the company and group is detailed in the Strategic Report.
The company's functional and presentational currency is £ Sterling.
Monetary amounts in these financial statements are rounded to the nearest whole £ thousand (£000) except where otherwise indicated.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Non controlling interests represent the proportion of profit or loss and net assets of subsidiaries that are not held directly or indirectly by the group.

 
2.3

Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. At the year end the group had net assets of £657m and generated a net profit attributable to the owners of £180m.
The directors believe the group will generate sufficient working capital and cashflows to continue in operational existence and have as a result prepared the financial statements on a going concern basis.

Page 24

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
On consolidation, the results of overseas operations are translated into Sterling at the average rate of exchange during the period. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Turnover

Turnover represents the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group's activities and is stated after trade discounts, other sales taxes and net of VAT. The entity recognises turnover when the amount can be reliably measured, it is probable that future benefits will flow to the entity and when specific criteria have been met for each of the entity's activities as described below:
Sale of goods and petroleum products
Turnover from sales of petroleum products, liquefied petroleum gas and all other products and goods is recognised at the fair value of consideration received or receivable, after deducting sales taxes, excise duties and similar levies, when significant risks and rewards of ownership have been transferred. Transfer of risks and rewards generally occurs when the product is either at the point of delivery or the point of receipt depending on contractual terms with the customer.
 
Page 25

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Turnover (continued)


Turnover from the supply of services
Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable after deducting sales taxes, excise duties and similar levies. Where a contract has only been partially completed at the balance sheet date revenue represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
Turnover from hospitality business
Room charges are recognised in the Statement of Comprehensive Income when the rooms are occupied. Event hire fees are recognised when the event takes place. Food and beverage sales are recognised at the point of sale.
Turnover from property rental
Rent receivable is recognised when the rentals are contractually due.

 
2.6

Operating leases: the group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.7

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Interest income

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

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 26

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan
The group contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.
Defined benefit pension plan
The group operates a defined benefit plan for certain employees. The defined benefit plan defines the pension benefit that the employee will receive on retirement, dependent upon length of service and final salary. The legal obligation for any benefits remains with the group, even if plan assets for funding the defined benefits plan have been set aside. Plan assets may include assets specifically designated to a long term benefit fund as well as a qualifying insurance policy.
The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date out of which the obligations are to be settled.
The defined benefit obligation is calculated annually by independent actuaries. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds and that have terms approximating to the estimated period of the future payments ('discount rate').
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.
Service costs of the defined benefit plan are recognised in profit or loss as employee costs. Employee contributions, all of which are independent of the number of years of service, are treated as a reduction of service costs. Net interest expense on the net defined benefit liability is included in finance costs.

Page 27

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
 
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Intangible assets

Goodwill
Goodwill represents the future economic benefits arising from business combinations that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Any excess of the cost of the business combination over the group's interest in the fair value of identifiable assets and liabilities at the date of acquisition is amortised over its estimated useful life.
Other intangible assets
Other intangible assets comprise of software license, franchise costs and permits and are initially measured at cost.
Intangible assets amortisation is recognised in profit or loss. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are considered to modify the amortisation period or method as appropriate, and are treated as changes in accounting estimates.
Intangible assets are amortised on a straight-line basis over 10 to 20 years. Residual values and useful lives are reviewed at each reporting date and subject to impairment testing.

Page 28

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following bases:

Freehold land
-
Not depreciated
Freehold buildings
-
2% - 5% straight line basis
Plant and machinery
-
10% to 33% on a straight line or reducing balance as considered appropriate
Motor vehicles
-
10% to 33% on a straight line and reducing balance
Fixtures and fittings
-
10% to 33% on a straight line and reducing balance
Assets under construction
-
Not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

Investment property

Investment property is carried at fair value determined annually with assistance from external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Page 29

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted company shares other than associates and joint ventures, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares other than associates and joint ventures are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.17

Associates and joint ventures

An entity is treated as a joint venture where the group is a party to a contractual agreement with one or more parties from outside the group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the company accounts, investments in associates and joint ventures are measured at cost less accumulated impairment unless the investment is held as part of an investment portfolio. Where investments in associates or joint ventures are part of an investment portfolio  they are remeasured to fair value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
In the consolidated accounts, investments in associates and joint ventures are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
The difference between the cost of the investment and the group's share of the net fair value of the identifiable assets and liabilities of the associate or joint venture at the acquisition date is recognised as goodwill. This goodwill is considered to be implicit goodwill, representing the premium paid for the investment that is attributable to future economic benefits arising from assets that are not individually identified and separately recognised. Implicit goodwill is not separately recognised in the statement of financial position but is included in the carrying amount of the investment. Implicit goodwill is amortised straight line over 10 years.

Page 30

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

Stocks

Stocks comprise of raw materials, goods held for resale and properties held in the course of development. The stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Goods relating to petroleum products includes all expenses directly attributable to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

Basic financial instruments include trade and other debtors, trade and other creditors, cash and cash equivalents, and related party loans.
Trade and other debtors are recognised initially at the transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest.
Interest bearing borrowings classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, they are stated at amortised cost using the effective interest method.
Cash and cash equivalents comprise cash balances and call deposits.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable.

Page 31

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, management are required to make judgements, estimates and assumptions about carrying amounts 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 estimates. The following summarises the key judgements, estimates and assumptions that have been made in the preparation of the financial statements:
Asset impairment
The group reviews its non-current assets for impairment at each balance sheet date. If events or circumstances indicate that the carrying value may not be recoverable, the value is adjusted to the recoverable amount, determined by management valuations. If events or circumstances indicate that the carrying value may not be recoverable, the value is adjusted to the fair value.
Impairment of non-financial assets and goodwill
In assessing impairment, management estimates the recoverable amount of each asset based on expected future cash flows. Estimation uncertainty relates to assumptions about future operating results.
Freehold investment property valuation
The group estimates the value of its investment properties with the help from professional valuers and based on market comparable approach that reflects recent transaction prices for similar properties.
Accounting policy for joint ventures and associates
On consolidation, joint ventures and associates are accounted for using the equity method of accounting, except where they are held as part of a wider  investment portfolio in which case they are stated at market value with any gains or losses on revaluation recognised in the Statement of Comprehensive Income. The directors have used their judgement to determine that the investment in Hoptroff London Limited is held as part of a wider investment portfolio and should be stated at market value. More details are given in note 17.
Investment classification
The directors have made a significant judgement in designating the investment in Kavango Resources Plc as an associate instead of as a subsidiary on the basis that Kavango Resources Plc's share options and warrants exercisable at the reporting date dilute the groups holding to below 50% and there are also some restrictions to the voting rights held by the group.
Valuation of investments
The fair value of the group's fixed asset investments which are not traded on recognised stock markets are estimated based on varying methods depending on the type of information available for each investment. Where unlisted investments had an equity transaction taking place close to the reporting date, that transaction is used to form the basis of a valuation. Where no transaction took place near the reporting date, the valuation is based on the share of net assets or another appropriate valuation technique. Investments in office art is revalued with the assistance of a professional valuer. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material. Furthermore, there is no assurance that, upon liquidation, the group will realise the values presented herein.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software and computer equipment.
 
Page 32

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.Judgments in applying accounting policies (continued)

Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry forwards can be utilised.
Defined benefit obligation (DBO)
Management's estimate of the DBO is derived at with the assistance with professional actuaries and is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may impact DBO amount and the annual defined benefit expenses. 


4.


Turnover

Analysis of turnover by country of destimation:

2023
2022
£000
£000



United Kingdom
10,510
10,592

Europe
427
453

Africa
1,635,419
1,714,453

Rest of the world
48
106

1,646,404
1,725,604

Analysis of turnover by class of business:


2023
2022
£000
£000



Export of goods and machinery
25,189
91,503

Petroleum products
1,572,782
1,596,532

Property rental and development
14,982
3,587

Hotel ownership and operation
33,451
33,982

1,646,404
1,725,604

Page 33

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Other operating income

2023
2022
£000
£000

Net rents receivable
-
16,373

Sundry income
14,639
19,158

14,639
35,531


Sundry income includes income from compensation receivable, insurance claims and other income from operations not relating to the group's principal activities.


6.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Exchange differences
4,211
497

Depreciation - owned assets
17,628
32,680

Loss on disposal of fixed assets
182
1,220

Other intangible assets amortisation
30
43

Goodwill amortisation
-
18,965

Loss/(Gain) on fair value movement of investment property
(13,374)
(52,346)

Loss/(Gain) on fair value movement of listed investments
(6,034)
10,047


7.


Auditors' remuneration

2023
2022
£000
£000

Fees payable to the group's auditor were in respect of:

Auditing the consolidated and parent company's financial statements
122
85

Auditing the accounts of subsidiary undertakings
150
68

Taxation compliance services
13
12

Other assurance services not included above
-
4

Fees payable to component auditors were in respect of:

Auditing the accounts of subsidiary undertakings
91
208

Tax compliance and other services
76
250

Page 34

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

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


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
9,903
12,674
-
-

Social security costs
594
601
-
-

Cost of defined contribution scheme
136
454
-
-

10,633
13,729
-
-


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


        2023
        2022
            No.
            No.







Distribution staff
147
143



Administrative staff
276
245



Management staff
62
56

485
444


9.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
1,815
1,834


During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £615k (2022 - £615k).

The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (2022 - £nil).

Page 35

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Income/(losses) from investments

2023
2022
£000
£000




Dividends received - unlisted investments
78
297

Amounts written off - unlisted investments
(36)
-

Impairment charge - unlisted investments
(556)
-

Loss on disposal - unlisted investments
(421)
-

(935)
297



11.


Interest receivable

2023
2022
£000
£000


Share of joint ventures' interest receivable
207
17

Share of associates' interest receivable
1,390
123

Bank interest receivable
13,688
5,291

Other interest receivable
477
78

15,762
5,509


12.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
13,228
12,899

Share of joint ventures
1,946
2,344

Share of associates
15,294
15,900

Finance and hire purchase leases
-
3

Other interest payable
217
215

30,685
31,361

Page 36

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
7,499
6,475

Adjustments in respect of previous periods
(214)
(355)

Share of tax charge from associates and joint ventures
166
66


Double taxation relief
(742)
(1,311)

Foreign tax


Foreign tax on income for the year
15,384
13,220

Foreign tax in respect of prior periods
3
-

Total current tax
22,096
18,095

Deferred tax


Origination and reversal of timing differences
(30,825)
14,568

Adjustments in respect of previous periods
(212)
-


Tax on profit
(8,941)
32,663
Page 37

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
13.Taxation (continued)


Factors affecting tax charge for the year

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

2023
2022
£000
£000


Profit on ordinary activities before tax
207,802
170,640


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
48,875
32,422

Effects of:


Add expenses not deductible for tax purposes less non taxable income
(3,648)
2,893

Capital allowances in the UK and Investment allowances in Nigeria in excess of depreciation
(4,168)
(167)

Utilisation of tax losses
(840)
(40)

Higher corporation tax rate of 30% on subsidiary undertakings registered in Nigeria
3,135
-

Adjustments to tax charge in respect of prior periods
(214)
(355)

Overseas taxation
871
(6,747)

Double taxation relief
(742)
(1,311)

Group's share of tax adjustments in joint ventures and associates
(21,173)
(7,381)

Other sundry tax adjusting items
-
(1,219)

Deferred taxation
(31,037)
14,568

Total tax charge for the year
(8,941)
32,663


Factors that may affect future tax charges

At the reporting date the company had estimated capital losses of £7,264,558 (2022 - £7,264,558) and the group had estimated capital losses of £12,208,709 (2022 - £10,655,159) available to carry forward and use against future capital gains. No deferred tax asset provision in respect of the losses has been made as there is insufficient evidence to ascertain its recoverability.
From 1 April 2023 the rate of corporation tax will remain at 19% for companies with an annual profit of £50,000 or less, increase to 25% for companies with an annual profit of £250,000 or more, and increase to a marginal rate for companies with profits between £50,000 and £250,000. These thresholds are divided by the number of associated companies.

Page 38

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Parent company profit for the year

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £47.0m (2022 - £16.0m).


15.


Intangible assets

Group





Other tangible assets
Goodwill
Total

£000
£000
£000



Cost


At 1 January 2023
202
257,140
257,342


Additions
45
-
45


Disposals
-
(7,424)
(7,424)


Foreign exchange movement
(107)
(573)
(680)



At 31 December 2023

140
249,143
249,283



Amortisation


At 1 January 2023
54
257,140
257,194


Charge for the year on owned assets
30
-
30


On disposals
-
(7,424)
(7,424)


Foreign exchange movement
(44)
(573)
(617)



At 31 December 2023

40
249,143
249,183



Net book value



At 31 December 2023
100
-
100



At 31 December 2022
148
-
148



Page 39

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Tangible fixed assets

Group






Freehold land & buildings
Plant and machinery
Fixtures and fittings
Motor vehicles
Assets under construction
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
174,617
233,315
17,472
27,984
16,321
469,709


Additions
6,764
2,479
2,544
1,395
13,431
26,613


Disposals
(298)
(1,293)
(2,340)
(226)
(458)
(4,615)


Transfers between classes
5,233
(499)
58
(16)
(4,776)
-


Revaluations
(28,921)
-
-
-
-
(28,921)


Exchange adjustments
(67,593)
(123,157)
(2,134)
(14,771)
(8,615)
(216,270)



At 31 December 2023

89,802
110,845
15,600
14,366
15,903
246,516



Depreciation


At 1 January 2023
11,080
83,685
12,352
12,394
-
119,511


Charge for the year on owned assets
1,900
11,942
1,407
2,380
-
17,629


Disposals
(298)
(1,582)
(2,154)
(224)
-
(4,258)


Transfers between classes
685
-
-
(685)
-
-


On revalued assets
(1,465)
-
-
-
-
(1,465)


Exchange adjustments
(5,204)
(44,171)
(7)
(6,542)
-
(55,924)



At 31 December 2023

6,698
49,874
11,598
7,323
-
75,493



Net book value



At 31 December 2023
83,104
60,971
4,002
7,043
15,903
171,023



At 31 December 2022
163,537
149,630
5,120
15,590
16,321
350,198

Included in cost of freehold land and buildings is land of £24.115m (2022 - £61.763m), which is not depreciated. 
Included within freehold land and buildings is £29m (2022 - £41m) charged against a bank loan of £11,250,000 held by 11 Hospitality (Birmingham) Limited, a subsidiary undertaking. The bank loan was repaid after the reporting date.

Page 40

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Fixed asset investments

Group





Joint ventures
Associates
Listed investments
Unlisted investments
Office art
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
23,643
123,043
8,995
10,401
132
166,214


Additions
2,048
7,788
5,685
4,872
-
20,393


Disposals
-
-
-
(550)
-
(550)


Foreign exchange movement
(1,214)
(6,025)
(447)
(936)
(6)
(8,628)


Revaluations
-
-
(4,207)
10,099
142
6,034


Transfer between classes
-
3,390
(1,091)
(2,299)
-
-


Share of profit/(loss)
(5,463)
78,174
-
-
-
72,711



At 31 December 2023

19,014
206,370
8,935
21,587
268
256,174



Impairment


At 1 January 2023
-
-
-
-
-
-


Charge for the period
-
-
-
591
-
591



At 31 December 2023

-
-
-
591
-
591



Net book value



At 31 December 2023
19,014
206,370
8,935
20,996
268
255,583



At 31 December 2022
23,643
123,043
8,995
10,401
132
166,214

Page 41

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The joint ventures and associates held by the group at the reporting date are:
ole27ef.png

During the year the group purchased additional shares in Hoptroff London Limited, an unlisted investment, resulting in ownership increasing to 24% such that it is now an associate. Accordingly the investment has been transferred between classes from investments in unlisted investments to investments in associates. The shares in Hoptroff London Limited are held by Purebond Limited, a subsidiary undertaking of the group whose principal activity is that of an investment holding company. Hoptroff London Limited is held by Purebond Limited as part of a wider investment portfolio and as such this investment is included in the consolidated financial statements at fair value and has not been accounted for using the equity method.
During the year the group also purchased additional shares in Kavango Resources Plc, a listed investment, resulting in the investment becoming an associate. As such the investment has been transferred between classes from investments in listed investments to investments in associates. The group holds 52% of the issued equity capital of Kavango Resources Plc, however Kavango Resource Plc has share options and warrants exercisable at the reporting date that dilute the groups holding to below 50% and there are also some restrictions to the voting rights held by the group. Accordingly the investment has been accounted for as an associated undertaking and not a subsidiary.
Solai Holdings Ltd holds 50% of the equity share capital in Union Maritime Limited (UML), however the company does not have joint control at Board level and hence in the opinion of the directors, UML is accounted for as an associated undertaking. 
The registered office address for Union Investcorp Limited, Union Carriers Limited, HCT Portland Limited and Union Maritime Holdings Limited is Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU. The registered office address for Tune Product Takers B.V. is Burgemeester van der Jagtkade 10, 3221 CB Hellevoetsluis, Netherlands. The registered office address for Land Regeneration Limited is 24 Old Bond Street, London, W1S 4AP. The registered office address for Hoptroff London Limited is New Derwent House, 69-73 Theobalds Road, London, WC1X 8TA. The registered office address for Kavango Resources Plc is Salisbury House, London Wall, Suite 425, London, EC2M 5PS.

 
Page 42

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Subsidiary companies
Joint ventures
Associates
Unlisted investments
Loans to subsidiaries
Office art
Total

£000
£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
8,190
11,646
16,360
-
84,555
18
120,769


Additions
-
2,048
-
556
16,900
-
19,504


Disposals
-
-
-
-
(9,216)
-
(9,216)


Amounts written off
-
-
-
-
1,760
-
1,760



At 31 December 2023

8,190
13,694
16,360
556
93,999
18
132,817



Impairment


At 1 January 2023
6,500
-
-
-
-
-
6,500


Charge for the period
482
-
-
556
-
-
1,038



At 31 December 2023

6,982
-
-
556
-
-
7,538



Net book value



At 31 December 2023
1,208
13,694
16,360
-
93,999
18
125,279



At 31 December 2022
1,690
11,646
16,360
-
84,555
18
114,269

Page 43

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The following are direct subsidiary undertakings of the company:
 
ole7da4.png


Page 44

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertaking (continued)

The following are indirect subsidiary undertakings of the company:
ole7c62.png

Page 45

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Investment property

Group


Freehold investment property

£000



Valuation


At 1 January 2023
440,995


Additions at cost
1,530


Surplus on revaluation
13,374


Foreign exchange movement
(199,150)



At 31 December 2023
256,749

The group's UK investment properties totaling £64.285m (2022 - £63.773m) were valued with the assistance from various external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset.
The group's Nigerian investment properties totalling £192.464m (2022 - £377.222m) were valued by Ismail & Partners, Chartered Surveyors & Real Estate Consultants.




Company





Freehold investment property

£000



Valuation


At 1 January 2023
4,408


Additions at cost
545


Surplus on revaluation
355



At 31 December 2023
 
5,308

The 2023 valuations were made by the directors with consultation of the property manager having recent valuation experience in the location and category of the properties being valued. The fair value was determined based on the market comparable approach that reflects recent transaction prices for similar properties.

Page 46

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Finished goods
28,623
259
-
-

Raw materials and consumables
26,827
49,220
-
-

Goods in transit
11,717
17,915
-
-

67,167
67,394
-
-



20.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due after more than one year

Other debtors
623
1,323
500
1,277

Prepayments and accrued income
10
35
-
-

633
1,358
500
1,277


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due within one year

Trade debtors
61,240
106,300
4
1

Amounts owed by group undertakings
-
-
5,152
978

Amounts owed by joint ventures and associated undertakings
54
-
54
-

Other debtors
55,658
80,644
1,159
60

Advance payment to suppliers
7,155
3,743
-
-

Tax recoverable
3,098
178
-
-

VAT recoverable
113
135
4
9

Prepayments and accrued income
18,219
21,308
48
41

145,537
212,308
6,421
1,089


Page 47

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
250,584
209,605
65,962
40,397

Less: bank overdrafts
(24,688)
(23,938)
-
-

225,896
185,667
65,962
40,397


At 31 December 2023 total cash and cash equivalents included cash amounting to £66.308m (2022 - £96.954m) that belongs to overseas subsidiaries and is subject to foreign exchange control.


22.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank overdrafts
24,688
23,938
-
-

Bank loans
32,766
13,773
-
8,000

Trade creditors
124,682
104,238
25
20

Amounts owed to group undertakings
-
-
8,905
2,726

Amounts owed to associates
4
4
4
4

Corporation tax
12,043
12,365
-
32

Other taxation and social security
575
247
-
-

Other creditors
154,063
225,290
12
-

Advance payments and deposits from customers
69,324
112,535
-
-

Accruals and deferred income
13,504
26,810
610
537

431,649
519,200
9,556
11,319


Bank overdrafts of £24.688m (2022 - £23.938m) include £23.841m (2022 - £23.733) secured by way of a debenture over the assets of Nipco Plc.
Details of security provided for the bank loans is given in note 24.
The group trade creditors include £31.6m (2022 - £41.6m) of a subsidiary which is secured by a guarantee provided by the parent, Solai Holdings Limited.

Page 48

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank loans
25,165
61,240
-
-

Other loans
-
53,724
-
-

Trade creditors
-
140
-
-

Other creditors
235
191
-
-

Accruals and deferred income
3,938
11,053
-
-

29,338
126,348
-
-


Details of security provided for the bank and other loans is given in note 24. 


Page 49

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
32,766
13,773
-
8,000


Amounts falling due 2-5 years

Bank loans
17,217
42,064
-
-

Amounts falling due after more than 5 years

Bank loans repayable by instalments
7,948
19,176
-
-

Other loans repayable other than by instalments
-
53,724
-
-

57,931
128,737
-
8,000


Security
The other loans of £nil (2022 - £53.724m) were settled during the year. Prior to settlement they were secured against the assets of Nipco Investments Limited and by way of a guarantee from Nipco Plc.
Bank loans due within one year of £11.25m (2022 - £1m) and due in more than one year of £nil (2022 - £11.25m) were provided by Barclays Bank Plc to 11 Hospitality (Birmingham) Limited. The term of the loan facility ran to September 2024 and the loan has been repaid after the reporting date at the end of the loan term. Prior to repayment it was secured by way of fixed and floating charges over the property of 11 Hospitality (Birmingham) Limited. The interest rate on this loan was at a margin of 1.45% over the Bank of England base rate. 
Bank loans due within one year of £3.537m (2022 - £4.773m) and due in more than one year of £25.166m (2022 - £49.99m) comprise of various bank loans each with an interest rate of 9% (2022 - 8%) per annum, repayable by quarterly instalments with maturity dates falling between September 2027 and June 2031. These loans are secured by way of a corporate guarantee provided by Nipco Plc.
Bank loans due within one year payable by the company and group of £nil (2022 - £8m) were repaid during the year. Prior to repayment the loan incurred an interest charge of 2.15% over the Bank of England base rate and was secured against various investment properties in the group.
Bank loans due within one year of £17.979m (2022 - £nil) relates to an unsecured short term loan with an interest rate of 9.37%.
Page 50

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Financial instruments

The group's key financial risks arising from its operating activities and its financial instruments are:
- Credit risk (including country risk);
- Liquidity risk; and
- Market risk (including interest rate risk and currency risk).
The group uses its financial skills to provide competitive product/service pricing and delivery to its customers. Risk management is essential to help ensure business sustainability thereby providing our stakeholders with long-term value. The key management of the group have overall responsibility for the establishment and oversight of the risk management framework. The overall group focus within our risk framework is to give value to our stakeholders through effective and efficient execution of business.
The carrying value of the group's financial assets and liabilities are summarised by category below:
ole3d9a.png
Financial assets measured at fair value through profit or loss comprise listed and unlisted investments.
Financial assets measured at amortised cost comprise trade and other debtors, accrued income, amounts owed by related parties and cash at bank, 
Financial liabilities measured at fair value through profit or loss comprise defined benefit pension scheme liabilities.
Financial liabilities measured at amortised cost comprise trade and other creditors, accruals, amounts owed to related parties, bank loans and bank overdrafts.
 






Page 51

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.Financial instruments (continued)

The group's income, expenses, gains and losses in respect of financial instruments are summarised below:
ole5d4a.png
Credit risk
The group's principal financial assets are trade and other receivables, bank balances and cash, and investments.
The group's credit risk is primarily attributable to its trade and other receivables and bank balances. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which is evidence of a reduction in the recoverability of the cash flows.
Management mitigate this risk by conducting the majority of its business on confirmed letters of credit or cash. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies such as Moody's.
Country risk refers to the risk of investing or lending in a country, arising from possible changes in the business environment that may adversely affect operating profits or the value of assets in the country. For example, financial factors such as currency controls, devaluation or regulatory changes, contribute to companies' operational risks. The group mitigates such risk by having control procedures in place monitoring political risk and having a full understanding of the macro and micro political risk environment of our international markets.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance from its bankers as well as security deposits from its customers.
 
Page 52

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.Financial instruments (continued)



Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising return.
Currency risk
In respect of monetary assets and liabilities held in currencies other than the main functional currencies of the group, the group ensures that the net exposure is kept to an acceptable level, by buying or selling foreign currencies at spot rates, where necessary to address short-term imbalances.
Interest risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The group mitigates this risk by keeping borrowings to a minimum.
Market price risk
Crude oil prices are economically sensitive and extremely volatile, adverse movements negatively impacting our African & UK trade. The group mitigates such risks by keeping abreast of relevant world developments, subscriptions to trade journals and networking with oil majors.


26.


Deferred taxation


Group



2023
2022


£000

£000






At beginning of year
61,322
44,715


Charged to profit or loss
(2,136)
14,431


Charged to other comprehensive income
(1,528)
-


Arising on business combinations
-
1,812


Exchange difference on conversion of overseas subsidiaries
(28,901)
364



At end of year
28,757
61,322

Page 53

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
26.Deferred taxation (continued)

Company


2023
2022


£000

£000






At beginning of year
213
329


Utilised in year
(213)
(116)



At end of year
-
213
The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Accelerated capital allowances
18,408
22,639
-
-

Tax losses carried forward
(59)
-
-
-

Investment property revaluations
12,380
-
-
-

Other timing differences
(1,972)
36,871
-
212

Acquired on acquisition
-
1,812
-
-

(28,757)
(61,322)
-
(212)


27.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



40,000,000 Ordinary shares of £1.00 each
40,000
40,000


Page 54

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Reserves

Revaluation reserve

The revaluation reserve represents cumulative unrealised gains on revaluations of investments and investment property. It is a non-distributable reserve.

Foreign exchange reserve

The foreign exchange reserve represents cumulative foreign exchange differences which have arisen on translation of subsidiaries whose balances are denominated in currencies other than £ sterling.

Profit and loss account

The profit and loss reserve represents the cumulative balance of retained profit and losses since the group started trading. It is a distributable reserve.


29.


Capital commitments

At 31 December 2023 the group and company had no capital commitment contracted for but not provided in these financial statements (2022: group - £290k and company - £nil).




The group's share of its joint ventures' and associates' capital commitments are:


Group
Group
2023
2022
£000
£000


Not later than 1 year
57,200
35,422

Later than 1 year and not later than 5 years
156,723
-

Later than 5 years
93,832
-

307,755
35,422

Page 55

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.


Pension commitments

The group's Nigerian subsidiaries operate a Defined Benefit Pension Scheme.

The defined benefit obligation (DBO) employee plan exposes the group to actuarial risks such as interest rate risk, investment risk, longevity risk and inflation risk.
Interest rate risk - The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of high quality corporate bonds. The estimated term of the bonds is consistent with the estimated term of the DBO and it is denominated in Naira. A decrease in market yield on high quality corporate bonds will increase the group's defined benefit liability, although it is expected that this would be offset partially by an increase in the fair value of certain plan assets.
Investment risk - There are no plan assets explicitly segregated to meet terminal benefits.
Longevity risk - The group is required to provide benefits for life for the members of the defined liability. Increase in the life expectancy of the members, particularly in Nigeria where the pension payments are linked to the Consumer Price Index, will increase the defined benefit liability.
Inflation risk - A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the group's liability. A portion of the plan assets are inflation-linked debt securities which will mitigate some of the effects of inflation.
The provision of gratuity of £1.166m (2022 - £2.547m) is a provision for post employment benefits. These balances were professionally valued by Nigerian actuaries for the year ended 31 December 2023.
The amounts recognised in profit or loss are as follows:



Reconciliation of present value of plan liabilities:


2023
2022
£000
£000

Reconciliation of present value of plan liabilities


At the beginning of the year
2,547
2,462

Current service cost
87
201

Interest cost
122
193

Actuarial gains/losses
119
45

Benefits paid
(157)
(354)

Foreign exchange movement
(1,552)
-

At the end of the year
1,166
2,547


Page 56

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
30.Pension commitments (continued)


The amounts recognised in profit or loss are as follows:

2023
2022
£000
£000


Current service cost
87
201

Net interest from net defined benefit asset/liability
122
193

Total
209
394



The cumulative amount of actuarial gains/(losses) recognised in the Consolidated Statement of Comprehensive Income was £(119)k (2022 - £(45)k).


There are no plan assets explicitly segregated to meet terminal benefits.
The scheme is closed for new entrants.




Principal actuarial assumptions at the reporting date (expressed as weighted averages):

2023
2022
%
%
Discount rate


14

12
 
Average pay increase per annum


15

13
 
Rate of inflation in Nigeria


15

13
 



 

Defined contributions scheme
The Group's UK entities contribute to a defined contribution pension scheme. The assets of the scheme are held seperately from those of the company in an independent administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £111k (2022 - £145k). The pension cost charge for the company amounted to £nil (2022 - £nil). Contributions totalling £4k (2022 - £12k) were payable by the group, and £nil (2022 - £nil) were payable by the company, to the fund at the reporting date and are included in creditors.





Page 57

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

31.


Commitments under operating leases

Commitments - lessee
At 31 December 2023 the company had no (2022 - no) future minimum lease payments due under non-cancellable operating leases. 
The group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:




Group
Group
2023
2022
£000
£000

Not later than 1 year
172
58

Later than 1 year and not later than 5 years
423
169

Later than 5 years
41
201

636
428

Commitments - lessor
At 31 December 2023 the company had no (2022 - no) future minimum lease payments receivable  under non-cancellable operating leases. 
The group had future minimum lease payments receivable under non-cancellable operating leases for each of the following periods:

Group
Group
2023
2022
£000
£000

Not later than 1 year
6,776
13,029

Later than 1 year and not later than 5 years
16,521
51,044

Later than 5 years
53,555
202,848

76,852
266,921

The company had no commitments under non-cancellable operating leases at the reporting date.

Page 58

 
SOLAI HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

32.


Related party transactions

Transactions and balances between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Other transactions include a loan to a company sponsored pension scheme that was repaid in 2022. In 2022 interest of £15,000 was paid on the loan.
During the year the company provided working capital of £54k (2022 - £nil) to a newly incorporated joint venture. The loan is unsecured and interest is payable at a margin of 3.5% over the Bank of England base rate. The loan is repayable once the joint venture commences trading.
At the reporting date the group owed £4k (2022 - £4k) to an associate. The loan is unsecured and interest free.
During the year the group received dividends of £17,783k (2022 - £nil) from its investments in associated companies.
The aggregate remuneration of key management personnel, including directors, during the year was £2.399m (2022 - £2.470m).


33.


Post balance sheet events

On 10 May 2024 the company sold the entire share capital it owned in its subsidiary undertaking Ambassador Suites Hotel C.A. It therefore also disposed of Grupo Hotelero GSH C.A. and Golden Suites Hotel C.A., which were both indirect subsidiary undertakings of the group, owned by Ambassador Suites Hotel C.A.


34.


Controlling party

The company's immediate and ultimate parent company is Matel Limited (incorporated in Jersey), whose address is Oriel House, York Lane, St. Helier, Jersey. JE2 4YH.
The ultimate controlling party is The Pavel Trust.
The group headed by Solai Holdings Limited is the largest group in which the company is included that prepares consolidated accounts.

 
Page 59