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COMPANY REGISTRATION NUMBER: NI046322
Seopa Ltd
Financial Statements
29 February 2024
Seopa Ltd
Financial Statements
Year ended 29 February 2024
Contents
Page
Strategic report
1
Director's report
8
Independent auditor's report to the members
10
Profit and loss account
14
Balance sheet
15
Statement of changes in equity
16
Statement of cash flows
17
Notes to the financial statements
18
Seopa Ltd
Strategic Report
Year ended 29 February 2024
This strategic report is addressed to, and written for, the members of Seopa Limited with the aim of providing a fair review of our business development, performance, and position at the current time. In producing this review, we aim to present a view that is balanced and comprehensive and that is consistent with the size and complexity of our business. The review is written in the context of the risks and uncertainties facing our business. This strategic report is split into sections: 1. About Seopa 2. Vision and strategy 3. Financial review 4. Key performance indicators 5. Principal risks and uncertainties About Seopa We are Seopa Limited, based in Belfast, Northern Ireland. We also operate in Timisoara, Romania. We have been in business for 21 years, pioneering online price comparison technology. Today, we continue to specialise in the development, operation, and marketing of intelligent price comparison technologies. Our Quotezone.co.uk and CompareNI.com platforms enable consumers and SMEs to compare quotes and offers from hundreds of providers in numerous verticals. We also partner with some of the UK's leading businesses in the financial services, insurance, energy, and media industries, giving them the ability to offer an additional range of comparison products to their users and consequently add value. to their businesses. Each year our systems generate millions of quotes for UK consumers and companies. Our business is underpinned by sustained profitability and prudent financial management, allowing us to invest in the research, development, and operation of new technologies, offering our talented staff ongoing opportunities to grow with a focus on delivering excellence. Vision and strategy Since our inception, we have built a culture that is important to us. Our name encompasses our values: Smart We are innovative and strategic. We find better ways to do things. Efficient We maximise productivity and value for money. We minimise waste and duplication. Open We are one team - diverse, loyal and respectful. We welcome new ideas, challenge and change. Passionate We are ambitious, positive and driven. We celebrate the success of our company and colleagues. Accountable We are responsible, trustworthy and dependable. We do what we say we will. These core values continue to guide our business and have proven to be a robust component of our company culture and performance, acting as a constant throughout our evolving growth. We have a strong sense of purpose and take pride in the value that we bring to our customers, our business partners, and our people as we work each day to pursue our strategic vision - "To help the world find better deals". Highlights This financial year marked another period of continued growth for Seopa, with increases in customer numbers, revenue, and profits. Staying true to our strategic growth model, we evolved and enhanced our systems to help even more consumers find better deals-quickly, easily, and reliably. As in previous years, we expanded our comparison panels by adding numerous new insurance providers, offering customers greater choice and enabling them to select the right products for their needs-a service we are particularly proud to provide in a market where motor insurance premiums reached record highs. We maintained a strong focus on data-driven operations as a core component of our business growth strategy, developing new analytical tools and data products to better serve our customers and business partners while creating a competitive advantage for Seopa. As part of our commitment to innovation, we undertook several research and development projects, achieving significant advancements across the business. Of particular note was the creation and successful rollout of a proprietary machine learning powered customer acquisition system, which has delivered substantial efficiency improvements in our marketing operations. Coupled with our proprietary fraud detection systems, this innovation has enabled us to service a higher volume and improved quality of of customers through Seopa's platforms. Our data-driven initiatives have also provided valuable insights into customer behaviour, empowering our product, marketing, and partnerships teams to drive better outcomes and deliver even greater value to all stakeholders. This year, we embraced the use of AI-driven platforms across various areas of the business, including marketing, HR, and legal. We also invested in AI technologies to support our developers, data science, and QA teams in a range of activities-from managing routine tasks to solving complex technical challenges-significantly enhancing their efficiency. With our teams already benefiting from these advancements, we continue to explore new, impactful applications for AI, ensuring our technical solutions remain robust and secure. Our commitment to security was further strengthened with the deployment of a cutting-edge cybersecurity system across our entire IT estate. This advanced solution leverages machine learning and behavioural analytics to detect and neutralise a wide range of security threats, including ransomware. Our systems are safeguarded by a dedicated team of security professionals, providing 24/7 real-time monitoring through a follow-the-sun model, with the capability to intervene during critical incidents to ensure uninterrupted protection. Additionally, we reached a significant milestone by completing our multi-year project to upgrade all customer-facing systems. Leveraging modern UI frameworks and an API-driven architecture, this upgrade allows us to concentrate on further enhancing our foundational architecture, unlocking new opportunities to scale the business more efficiently and rapidly. As in previous years, we continued to refine and expand our internal tools and systems, leveraging technology to support every aspect of our business operations. By streamlining processes and automating routine tasks, we empower our staff to focus on adding genuine value in their roles. These advancements not only boost efficiency but also contribute to a more fulfilling and motivating work environment, enabling our people to make a meaningful impact in their work. Changing Market Conditions Throughout the financial year, UK car insurance premiums surged significantly, with the average cost of a private, fully comprehensive policy rising by approximately 29% in Q3 2023 compared to the same period in 2022. This increase was driven by factors including higher repair costs, more frequent claims, inflation, supply chain disruptions, and regulatory changes, such as the Financial Conduct Authority's 2022 ban on "price walking," which reshaped industry pricing strategies. In response, drivers became more proactive, increasingly turning to comparison websites and shopping around to mitigate the impact of rising premiums. The increased demand for motor insurance comparison, combined with various other advances across the business-including improvements in operations, marketing techniques, technologies, and product line enhancements-led to substantial growth in our customer base and revenue during the period. During this timeframe, the energy market continued to face challenges, with wholesale energy prices fluctuating and remaining elevated for much of the period. While there were some signs of stabilisation towards the latter part of the year, many energy suppliers were largely unable to offer significantly competitive tariffs. As a result, energy switching activity remained subdued during this reporting period. Although, by the financial year end, the market has shown early signs of potential recovery, it has yet to return to pre-crisis levels of competitiveness. Corporate Social Responsibility In September 2023, our two-year sponsorship of the Belfast City Marathon concluded, during which we supported the Air Ambulance charity through our ChallengeRod fundraising initiative. Building on this success, we undertook research, including surveys of both our customers and staff, to ensure our future initiatives align with the priorities of the communities we serve and those of our team. This research revealed the challenges faced by local clubs and teams, many of which were under significant financial pressure and at risk of closure. Both customers and staff emphasised the crucial role these groups play in fostering community wellbeing and cohesion, while also highlighting the need for greater support. In response, we developed the CompareNI Fish4Funds initiative, launching in spring 2024, to provide targeted assistance to local clubs, teams, and groups across Northern Ireland. The program actively involves both customers and staff in the nomination process, fostering a shared commitment to community impact. In addition, our Fintech Scholarship, which is now in its fourth year, has continued to support students across the UK. Designed to address recruitment challenges in the fintech sector, the program raises awareness of career opportunities through a research-based competition. Successful candidates receive financial support and participate in industry-related work experience at Seopa, equipping them with valuable skills and insights for their future careers. Regulation & Compliance We have continued to meet our legal and regulatory obligations whilst improving our internal systems to more efficiently keep abreast of all compliance matters in the company. We have prepared for and embedded FCA rules and guidance in areas such as Consumer Duty, General Insurance Pricing Practices, Product Governance (including the assessment of fair value in our services), Operational Resilience rules and complied with all FCA reporting requirements this year. We continue to be ISO 27001 certified, and all staff have received training in respect to regulatory compliance and information security in accordance with relevant legislative requirements and good practice recommendations. People Our people remain integral to our business success, and their wellbeing continues to be a key priority. The success of our hybrid working model reflects the strength of our processes, culture, and management framework. These elements have enabled employees to effectively work from home while also having the option to collaborate and connect in our offices, fostering both productivity and engagement. This year, we strengthened our commitment to training, with focused knowledge and skills development programs tailored to equip employees across all levels for greater success in their roles. Particular emphasis was placed on business development and account management teams, ensuring they are empowered to meet evolving business demands. We also enhanced our employee benefits and increased awareness of the support available, particularly those that promote health and wellbeing. These improvements have helped our team members maximise their overall remuneration and benefit packages while prioritising their physical and mental health. By investing in our people, we continue to nurture a resilient, skilled, and motivated workforce that drives our ongoing success. Awards Seopa was recognised as a Deloitte Best Managed Company for the eighth consecutive year, demonstrating the company's commitment to business excellence and its capabilities across areas such as innovation, operations, and strategy - now a Platinum level Best Managed Company, for the second year running. Financial Review Our financial results for the year show that our continued focus on our strategy is delivering strong performance. Operating profit for the year ended 29th February 2024 increased by 87% to £3.6m (2023 - £1.9m). Company turnover for the year totalled £24.9m, an increase of 49% (2023 - £16.7m). The rising cost of living, particularly higher insurance premiums, has made consumers more price-sensitive, driving increased customer traffic on our platform. Our financial success this year is also a result of strategic investments across the business, including IT infrastructure, customer journey enhancements, system and panel development, staff skills training, and other initiatives. These combined efforts have strengthened our offerings and contributed significantly to our improved financial performance over the year The year was not without its challenges. The company's gross profit margin declined from 37% in 2023 to 34.4% as a consequence of increased costs as we drove to provide the best possible experience to customers. Inflation also affected our cost base, with administrative expenses increasing to £5.1m (2023 - £4.3m). An improvement in financial market conditions saw the value of the company's investments, which are used to fund continued growth and day to day working capital requirements, bounce back from a loss in 2023 of £246k to a gain of £605k in the current year. Earnings before interest, tax, depreciation and taxation (EBITDA) were £3.74m (2023 - £1.96m). The effective tax rate on profits was 20% (2023 - 13%), the increase driven by the rise in UK corporation tax rates from April 2023. Not only did our profits improve during the year, but our cash flow performance also strengthened. Cash flows from operating activities generated £3m (2023 - £1.8m). The company's bank finance facility stood at £651k at the year end, compared to £235k at the end of 2023 financial year. The company's balance sheet shows net assets of £22.7m, up from £19.9m in the year to 28th February 2023. This illustrates our commitment to the long term financial strength of the company, which will permit further investment in our business. We measure our success through KPIs, which can be found in the following section. Key Performance Indicators We consider that our financial KPIs are those that communicate to the members the financial performance and strength of the company as a whole. These KPIs comprise: - Return on capital employed - Company turnover - Company gross profit percentage Return on Capital Employed Return on Capital Employed (ROCE) is used as a measure of the returns the company is realising from its capital employed. The ratio can also be seen as representing the efficiency with which capital is being utilised to generate revenue. ROCE for Seopa Ltd (excluding interest) for 2024 was 16%, compared to 10% in 2023. Company Turnover Turnover in the period under review was £24.9m compared to £16.7 in 2022/23. Company Gross Profit Percentage Seopa Ltd had a gross profit margin of 34.4%, compared with 37% in 2023. Principal Risks and Uncertainties Like any business, we face risks and uncertainties which we review and monitor on our risk registers in order to limit any potential adverse impact on our financial performance. These risks include: Business risk We are subject to various elements of business risk, such as - Responding to change - Data management - Regulatory compliance - Business interruption, including cyber security - Reputational damage - Product and technological innovation - Talent management We continually monitor developments in our industry and further afield, in order to ensure that we evolve and develop adaptive people and technologies which mean we are at the forefront of business change. We rely on data to operate and are fully aware that this asset must be protected and managed. If we fail to look after the data in our possession, this could damage our reputation, result in loss to our stakeholders, our business and regulatory sanctions. We monitor our data management system to ensure it meets current and possible future risks. Our activities are subject to regulation. If we fail to meet our legal or regulatory obligations, this may lead to unsatisfactory outcomes for our customers and we may be subject to financial penalties or restrictions on our business activities, which would have an adverse impact on our financial results. We have a robust regulatory and legal compliance structure, and staff are trained accordingly. To exist, we must provide a reliable service. We continue to invest in our IT systems, which we view as being fundamental to future growth. Penetration tests and scanning are conducted to assess the effectiveness of our cyber security. A business continuity plan is in place and backups are taken. The company is ISO27001 certified for data handling and data security. We guard our reputation zealously and have invested significantly in the development of our brands. A threat to our good name may arise through our own actions or indirectly as a consequence of the actions of our staff or partners. We have a strong corporate culture, which continues to have senior management involved in day-to-day operations, have a low level of risk tolerance, and have policies and procedures that mitigate against the risk of reputational damage. We aim to be at the forefront of technological change in our sector, combining our talent and technologies to ensure there is continual investment in research and development. We value our people. Any loss of key personnel represents a risk to our business. We strive to make Seopa a fulfilling place to work. We encourage openness and we recognise that our staff have different time clocks, external responsibilities and social commitments, so we offer flexible working hours. We are enhancing the relationships between business teams and technical support teams and continually monitor market trends. We want our staff to realise their potential in line with our culture and vision, with performance management processes in place. We prioritise people development, combining in house talent and with strong external recruits. Price risk Price risk arises on business revenues and also on financial instruments, such as - Pricing pressures on deals with panel members - Investment values. We continually engage with our customers to offer innovative service and innovative pricing arrangements, develop new relationships and strengthen existing relationships, and monitor the competitive environment in our sector. We regularly review revenue performance and adapt our relationships with our customers. Our investment in property is exposed to price risk whereby fluctuations in the property market could affect its value. However, we have no intention to sell in the short-term. Listed investments with a fair value of £17.7m are exposed to price risk but this exposure is within the company's risk appetite. We obtain professional advice to ensure that our investment portfolio is adequately diversified to reduce risk exposure. Credit risk Credit risk is the risk that our counterparties, such as our customers, will not be able to settle their obligations due to us within agreed payment terms. Financial assets which potentially expose us to credit risk include trade debtors and cash and cash equivalents. We have a large number of customers, without significant reliance being placed on any single customer. Our teams review and manage customer credit exposure. Our policies are aimed at minimising losses arising from credit risk and require that deferred terms are only granted to customers who demonstrate appropriate credit worthiness. Details of the company's debtors are shown in Note 15 to the financial statements. Liquidity risk Liquidity risk is the risk that we will encounter difficulty in meeting obligations associated with our financial liabilities. Liquidity risk management involves maintaining sufficient cash reserves. We carefully manage liquidity, forecasting liquidity requirements, and mitigate liquidity risk by managing cash generation. Trade debtors are aged and monitored. Liquidity ratios are reviewed. Funding requirements for future capital expenditure are planned. Cash flow risk Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variability rate debt. Prudent financial management principals continue, the results of which will be used to finance the trading operations, working capital and research and development activities of the company, as well as strengthening future growth. Currency risk Our functional currency is the pound sterling. We are exposed to currency risk in relation to overheads in our overseas branch and certain costs supplied to us by overseas based suppliers. Presently, the revenues and overheads denominated in foreign currencies are limited. Nonetheless, we have procedures in place to currency exposure in order to mitigate this risk as much as possible. Economic climate The global economy remained under pressure throughout the year under review, with ongoing geopolitical tensions, including the war in Ukraine, continuing to drive volatility in energy markets, elevate commodity prices, and contribute to persistently high inflation in the UK. These factors have further deepened the UK's cost-of-living crisis, impacting households and businesses alike. The Bank of England raised the base rate further during the year, reaching 5.25% by February 2024 - the highest level in over 15 years. While this move was aimed at curbing inflation, it has increased borrowing costs for consumers and businesses, adding to financial pressures and posing potential challenges for the UK property market and wider economic growth. This challenging macroeconomic and geopolitical climate has implications for our business, our staff, and other stakeholders. While our business model continues to demonstrate resilience, we remain vigilant in assessing and addressing the potential impacts of these conditions. Our management team will continue to closely monitor the economic landscape, ensuring we take proactive steps to adapt to emerging challenges while protecting the interests of our employees, partners, and customers.
Future Outlook Our business model has proven itself to be robust and our strategy, values and vision have guided the business successfully throughout its growth. As we move forward, we will continue to grow our teams and invest in their personal development. We will continue to embrace innovation, investing in research and development projects and data science initiatives to inform our decision making and improve our consumer and partner offerings. We will grow and evolve our comparison systems through the addition of new product providers and updated system features to ensure our customers are empowered with the information they need to make informed decisions on their financial purchases. We expect continued sales growth in the coming year as a result of our ongoing investment in Seopa and commitment to our staff, partners and end users.
This report was approved by the board of directors on 28 November 2024 and signed on behalf of the board by:
Mr G R Wilson
Director
Registered office:
Floor 4 Blackstaff Studios
8-10 Amelia Street
Belfast
Northern Ireland
BT2 7GS
Seopa Ltd
Director's Report
Year ended 29 February 2024
The director presents his report and the financial statements of the company for the year ended 29 February 2024 .
Director
The director who served the company during the year was as follows:
Mr G R Wilson
Dividends
Particulars of recommended dividends are detailed in note 12 to the financial statements.
Future developments
We aim to continue our expansion into new markets, developing inter-relationships, whilst cementing our existing relationships by offering more services to our existing customers. Further investment in talent and technology is planned to drive growth.
Financial instruments
Details of financial instruments are provided in the strategic report.
Research and development
Research and development plays a vital role in supporting Seopa's activities, with constant development of new and appreciably improved processes and products through the resolution of technological uncertainty.
Overseas branches
We maintain and operate a branch in Timisoara, Romania.
Disclosure of information in the strategic report
The company has chosen to include the following information in its strategic report which is required to be stated in the director's report: - Principal risks and uncertainties
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 28 November 2024 and signed on behalf of the board by:
Mr G R Wilson
Director
Registered office:
Floor 4 Blackstaff Studios
8-10 Amelia Street
Belfast
Northern Ireland
BT2 7GS
Seopa Ltd
Independent Auditor's Report to the Members of Seopa Ltd
Year ended 29 February 2024
Opinion
We have audited the financial statements of Seopa Ltd (the 'company') for the year ended 29 February 2024 which comprise the profit and loss account, balance sheet, statement of changes in equity, statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 29 February 2024 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the director's 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, 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 through discussions with trustees and other management; -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 company'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; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. 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; and - assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias. 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; - reading the minutes of meetings of those charged with governance; and - enquiring of management as to actual and potential litigation and claims. 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. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
John Magee
(Senior Statutory Auditor)
For and on behalf of
Aubrey Campbell & Company
Chartered accountants & statutory auditor
631 Lisburn Road
Belfast
BT9 7GT
28 November 2024
Seopa Ltd
Profit and Loss Account
Year ended 29 February 2024
2024
2023
Note
£
£
Turnover
4
24,896,790
16,738,984
Cost of sales
16,327,244
10,539,714
-------------
-------------
Gross profit
8,569,546
6,199,270
Administrative expenses
5,058,326
4,296,409
Other operating income
5
105,963
25,133
------------
------------
Operating profit
6
3,617,183
1,927,994
Gain/(loss) on financial assets at fair value through profit or loss
604,990
( 245,600)
Other interest receivable and similar income
10
326,375
238,352
------------
------------
Profit before taxation
4,548,548
1,920,746
Tax on profit
11
909,692
250,734
------------
------------
Profit for the financial year
3,638,856
1,670,012
------------
------------
Other comprehensive income movement
(1)
------------
------------
Total comprehensive income for the year
3,638,856
1,670,011
------------
------------
All the activities of the company are from continuing operations.
Seopa Ltd
Balance Sheet
29 February 2024
2024
2023
Note
£
£
£
Fixed assets
Tangible assets
14
324,847
442,532
Current assets
Debtors
15
7,198,240
5,535,452
Financial Assets measured at Fair Value through Profit or Loss
16
17,742,312
14,953,145
Cash at bank and in hand
1,788,787
1,373,609
-------------
-------------
26,729,339
21,862,206
Creditors: amounts falling due within one year
18
3,948,980
2,155,477
-------------
-------------
Net current assets
22,780,359
19,706,729
-------------
-------------
Total assets less current liabilities
23,105,206
20,149,261
Provisions
Taxation including deferred tax
19
425,157
237,568
-------------
-------------
Net assets
22,680,049
19,911,693
-------------
-------------
Capital and reserves
Called up share capital
26
13
13
Share premium account
27
59,973
59,973
Other reserves
27
1,322,532
757,593
Profit and loss account
27
21,297,531
19,094,114
-------------
-------------
Shareholders funds
22,680,049
19,911,693
-------------
-------------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 28 November 2024 , and are signed on behalf of the board by:
Mr G R Wilson
Director
Company registration number: NI046322
Seopa Ltd
Statement of Changes in Equity
Year ended 29 February 2024
Called up share capital
Share premium account
Other reserves
Profit and loss account
Total
£
£
£
£
£
At 1 March 2022
13
59,973
849,256
18,039,190
18,948,432
Profit for the year
1,670,012
1,670,012
Other comprehensive income for the year
25
( 91,663)
91,662
( 1)
----
--------
---------
-------------
-------------
Total comprehensive income for the year
( 91,663)
1,761,674
1,670,011
Dividends paid and payable
12
( 706,750)
( 706,750)
----
--------
---------
-------------
-------------
Total investments by and distributions to owners
( 706,750)
( 706,750)
At 28 February 2023
13
59,973
757,593
19,094,114
19,911,693
Profit for the year
3,638,856
3,638,856
Other comprehensive income for the year
25
564,939
( 564,939)
----
--------
---------
-------------
-------------
Total comprehensive income for the year
564,939
3,073,917
3,638,856
Dividends paid and payable
12
( 870,500)
( 870,500)
----
----
----
---------
---------
Total investments by and distributions to owners
( 870,500)
( 870,500)
----
--------
------------
-------------
-------------
At 29 February 2024
13
59,973
1,322,532
21,297,531
22,680,049
----
--------
------------
-------------
-------------
Seopa Ltd
Statement of Cash Flows
Year ended 29 February 2024
2024
2023
Note
£
£
Cash flows from operating activities
Profit for the financial year
3,638,856
1,670,012
Adjustments for:
Depreciation of tangible assets
26,791
34,435
Government grant income
( 100,000)
( 19,411)
(Gain)/loss on financial assets at fair value through profit or loss
(604,990)
245,600
Other interest receivable and similar income
( 326,375)
( 238,352)
Loss on disposal of tangible assets
95,432
Tax on profit
909,692
250,734
Accrued expenses/(income)
159,273
( 71,351)
Changes in:
Trade and other debtors
( 1,917,365)
( 475,723)
Trade and other creditors
934,984
241,636
------------
------------
Cash generated from operations
2,816,298
1,637,580
Interest received
326,375
238,352
Tax paid
( 134,462)
( 20,492)
------------
------------
Net cash from operating activities
3,008,211
1,855,440
------------
------------
Cash flows from investing activities
Purchase of tangible assets
( 4,539)
( 6,984)
Proceeds from sale of tangible assets
1
Purchases of other investments
( 12,132,637)
( 1,921,780)
Proceeds from sale of other investments
9,948,459
482,104
-------------
------------
Net cash used in investing activities
( 2,188,716)
( 1,446,660)
-------------
------------
Cash flows from financing activities
Proceeds from borrowings
( 50,009)
149,773
Government grant income
100,000
19,411
Dividends paid
( 870,500)
( 706,750)
-------------
------------
Net cash used in financing activities
( 820,509)
( 537,566)
-------------
------------
Net decrease in cash and cash equivalents
( 1,014)
( 128,786)
Cash and cash equivalents at beginning of year
1,138,971
1,267,757
------------
------------
Cash and cash equivalents at end of year
17
1,137,957
1,138,971
------------
------------
Seopa Ltd
Notes to the Financial Statements
Year ended 29 February 2024
1. General information
Seopa Limited is a private company limited by shares, registered in Northern Ireland. The address of the registered office is Floor 4 Blackstaff Studios, 8-10 Amelia Street, Belfast, Northern Ireland, BT2 7GS. The company's registered number is NI046322 .
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below. The company’s functional and presentation currency is the pound sterling .
Going concern
The financial position of the company, its cash flows, liquidity position and borrowing facilities are reflected in the financial statements. The company meets its day-to-day working capital requirements through cash generation from customers, managing suppliers and, where necessary, bank facilities. Whilst the company continues to grow and strengthen its financial position, it remains that sluggish growth in the wider UK economy and general economic uncertainty cannot be ignored and, like many other businesses, it has affected our customers, from whom we ultimately source our revenue, and our partners, who assist in the generation of that revenue, and how we work. We will continue to provide best service and value to our customers to help them with cost of living pressures, work with our partners, and invest in our staff and business model. However, we expect further internal and external cost pressures in forthcoming periods arising from future employment cost increases announced in the recent budget by the UK government. Nonetheless, taking account of reasonably possible changes in trading performance, and after making enquiries, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company, therefore, continues to adopt the going concern basis in preparing its financial statements.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Consequently, actual results may differ from these estimates. Significant Judgements To be a key judgement, the subject matter must relate to something other than assumptions about the future or making estimates and typically relate to significant issues in applying accounting standards where management applied judgement in situations where a different judgement might have led to a materially different accounting treatment. The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Going concern In order to assess whether it is appropriate for the company to be reported as a going concern, the director applies judgement, having undertaken appropriate enquiries and having considered the business activities and the company's principal risks and uncertainties. In arriving at this judgement there are a large number of assumptions and estimates involved. This includes management's expectations of revenue, EBITDA, timing and quantum of future capital expenditure and estimates and cost of future funding. The company must also maintain a minimum level of capital for regulatory purposes. Leases The director must determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. Website development costs All website related ongoing maintenance costs and research costs are written off to the profit and loss account in the period in which they are incurred. Website development costs generated internally by the company may be capitalised as an intangible asset, which is an identifiable non monetary asset without physical substance with a finite life, only if all of the following can be demonstrated: - the technical feasibility of completing the website so that it will be available for use or sale; - the company has an intention to complete the website and use or sell it; - the company has an ability to use or sell the website; - it is probable that the website will generate future economic benefits, and the output from the website has a market or will be useful to the company; - the company has adequate technical, financial and other resources to complete the development of the website and has the ability to use or sell it; and - the costs attributable to the development of the website can be measured reliably. Assessing the above criteria involves a significant degree of judgement. The company operates in a fast moving technological environment which can render previously sound development work out of date, and drawing the line between research costs and development costs is often difficult. Therefore, unless clearly meeting all the criteria, the company chooses to write off any website development costs in the period in which they are incurred. Under the company's previous accounting framework, website development costs meeting the criteria of assets were classified as tangible fixed assets. These website assets costs were fully depreciated at the time of transition to FRS 102, having no carrying value. Consequently, as there was no material difference between classification of these costs between tangible and intangible fixed assets, no reclassification was effected at the date of transition to FRS 102. Share based payments The company has granted cash-settled share-based payments to certain employees as a long term incentive plan to retain talent. The participants in the plan are required to own shares in the company and settlement is conditional upon a future liquidity event, after which certain "waterfall" provisions determine the ultimate amount received by each employee. The costs for the cash-settled share payments are based on the fair value of the share rights at the end of the reporting period. These payments are reported as employee costs with a corresponding movement in a liability in the statement of financial position up until settlement. The director has assessed that the probability of achieving the conditions is such that the fair value of the rights is nil. Financial instruments The company has provided loans to related parties with no written contractual terms or interest charges. The director considers that, in these instances, the loans are repayable upon demand. Accordingly, the on-demand loans have not been discounted, as they have no terms and can be demanded from the related parties at any time. Whilst the loans have been made at a non-market rate of interest and are financing transactions, as the company can demand payment at any time from the related parties, discounting from the first date when the amounts could be required to be paid has no material financial impact. Therefore, the loans have been recognised at the full amounts receivable i.e. their face values, and are subject to annual impairment reviews. Key Sources of Estimation Uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. They are, by nature, subjective and result in a risk that a material adjustment to the carrying amount of assets or liabilities may be required as a result of changes in those assumptions or estimates in the next period. The key estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Impairment Goodwill is tested for impairment in accordance with the accounting policy for goodwill set out below. The recoverable amount of goodwill is determined based on value in use. This calculation requires the use of estimates and projections. Investment property valuation The carrying value of the company's investment property is based upon the director's review of its fair value. Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. In this instance, the review is based upon values of similar properties offered for sale in the area in which the investment property is located. This assessment may be different to that of a professional valuer. Depreciation The company's balance sheet reflects a tangible fixed asset class which is subject to depreciation. Depreciation rates are based upon the expected economic lives of the related tangible fixed assets. Any variation in the useful economic lives of the asset class will have an impact on the balance sheet and financial position of the company. The useful economic lives of tangible fixed assets are uncertain and, therefore, the actual economic life of an asset may be shorter or longer than expected. There have been no significant revisions to the estimated lives during the current financial year. Bad debts The company assesses whether there is objective evidence of impairment of any financial assets that are measured at cost or amortised cost - these include trade debtors. If there is objective evidence of impairment, the company recognises a bad debt in its statement of income immediately. However, it in making that assessment, events may subsequently occur which could indicate that a trade debtor has become impaired, or a previously impaired debt has become recoverable.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and comprises commissions and other income derived from the company's activities, earned net of trade discounts, VAT and similar taxes. Revenues, such as insurance and financial product related commissions, are recognised based on traffic months, when the outcome of the transactions which generate revenue can be estimated reliably and will probably result in cash flows to the company. Such revenue is usually generated by invoicing customers most of whom subsequently pay by inter bank transfer. Provision is made for credit notes based upon review of subsequent months' credit notes to check the month in which the corresponding amount of revenue was recognised and if the conditions to recognise the credit note liability existed at the period end. Interest income and dividend income from investments is recognised when the right to receive such income is established. Rental income is recognised when receivable.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provision is made, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Full provision for deferred tax assets and liabilities is provided at current tax rates on differences that arise between the recognition of gains and losses in the financial statements and their recognition in the tax computation. Deferred tax is provided on movements in the fair value of investment property using the tax rates and allowances that are expected to apply on the sale of the investment property. Deferred tax is provided on financial assets held at fair value, which are not subject to to current tax, using the tax rates enacted at the balance sheet date. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. Neither current tax nor deferred tax assets or liabilities are subject to discounting.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Foreign currencies
Foreign currency transactions are translated into the functional currency at the rate ruling at the date of the transaction or at a contracted rate. At each period end foreign currency monetary items are translated using the rate of exchange ruling at the balance sheet date. 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 the profit and loss account. The trading results of an overseas branch are translated into sterling at the average monthly exchange rates. The assets and liabilities of the overseas branch are translated at the exchange rates ruling at the balance sheet date.
Goodwill
Goodwill is the difference between the fair value of the consideration given on the acquisition of a business and the aggregate fair value of the separate net assets acquired. At acquisition, goodwill is measured at cost. Goodwill is amortised through the profit and loss account in equal instalments over its estimated economic life over 5 years on a straight line basis. Goodwill is reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is taken into consideration when that part of the business which caused the initial entry is subsequently sold or closed, in determining the profit or loss on the disposal.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
20% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess is recognised in profit or loss. Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss. Website Development Costs Costs relating to the development of websites under the company's previous accounting regime were, and remain, capitalised as tangible fixed assets. Such costs were measured at cost less any accumulated depreciation and impairment losses. At the date of transition to FRS 102, as the website development costs were fully depreciated, they were not reclassified as intangible fixed assets and, therefore, remain classified as tangible fixed assets.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Land and Buildings
-
5% straight line
Alterations to Short Leasehold Buildings
-
5% straight line
Plant and Machinery
-
25% reducing balance
Website Development Costs
-
25% straight line
The residual values and useful lives of tangible fixed assets are reviewed, and adjusted, if necessary, at the end of each reporting period. Such changes are accounted for prospectively. The carrying values of assets are reviewed for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.
Investment property
Investment property is property held by the company to earn rentals or for capital appreciation or both. Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is not subject to depreciation. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss. Fair value is the amount for which an asset, liability or equity instrument could be exchanged or settled between knowledgeable, willing parties in an arm's length transaction.
Impairment of fixed assets
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit). The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating unit’s) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk free rate and the risks inherent in the asset. If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss. If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account. Goodwill is allocated on acquisition to the cash generating unit expected to benefit from the synergies of the combination. Goodwill is included in the carrying value of cash generating units for impairment testing.
Government grants
Grants are accounted for under the accruals model as permitted by FRS 102. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to expenditure on tangible fixed assets are credited to the profit and loss account at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income and not deducted from the carrying amount of the asset.
Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Provisions
Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the balance sheet and the amount of the provision as an expense. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations might be small. Provisions are initially measured at the present value of the estimated expenditures required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.
Related party transactions
The company discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the director, separate disclosure is necessary to understand the effect of the transactions on the financial statements.
Financial instruments
A financial instrument is a contract that gives rise to a financial asset or financial liability. It includes cash, trade debtors and creditors, equity investments and borrowings. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Basic financial instruments include cash and bank balances, trade debtors and creditors, and borrowings. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction (where, for example, payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate), where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Such assets are subsequently carried at amortised cost using the effective interest method. Amortised cost is the amount at which a financial asset (or financial liability) is measured at initial recognition minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, and minus any reduction (directly or through the use of an allowance account) for impairment or uncollectability. The effective interest rate, which is determined on the basis of the carrying amount of the financial asset (or financial liability) at initial recognition, is the rate that discounts estimated future cash payments or receipts over the expected life of the financial asset or financial liability or, when appropriate, a shorter period, to the carrying amount of the financial instrument. Financial assets and financial liabilities that are repayable upon demand are not treated as financing transactions. Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Fair value is the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted would be exchanged between knowledgeable, willing parties in an arm's length transaction. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Investments in unit trusts and discretionary managed funds held by the company, which are publicly traded, are measured at fair value. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled; or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party; or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Defined contribution plans
The company operates a number of defined contribution pension plans for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Any amounts not paid are shown in creditors in the balance sheet. The assets of the pension plans are held separately from the company in in independently administered funds.
Distributions to equity holders
Dividends and other distributions to the company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.
Short term employee benefits
The company provides short term benefits including holiday pay to their employees. These are recognised as an expense in the period in which the service is received.
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
4. Turnover
Turnover arises from:
2024
2023
£
£
United Kingdom
24,896,790
16,738,984
-------------
-------------
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5. Other operating income
2024
2023
£
£
Rental income
5,963
5,385
Government grant income
100,000
19,411
Other operating income
337
---------
--------
105,963
25,133
---------
--------
6. Operating profit
Operating profit or loss is stated after charging/crediting:
2024
2023
£
£
Depreciation of tangible assets
26,791
34,435
Loss on disposal of tangible assets
95,432
Impairment of trade debtors
(5,186)
(1,162)
Foreign exchange differences
( 48,604)
( 13,143)
--------
--------
7. Auditor's remuneration
2024
2023
£
£
Fees payable for the audit of the financial statements
20,000
20,000
--------
--------
Fees payable to the company's auditor and its associates for other services:
Other non-audit services
59,662
61,580
--------
--------
8. Staff costs
The average number of persons employed by the company during the year, including the director, amounted to:
2024
2023
No.
No.
Management staff
5
5
Number of other staff
67
59
----
----
72
64
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2024
2023
£
£
Wages and salaries
3,089,377
2,562,432
Social security costs
249,576
229,022
Other pension costs
224,370
228,026
------------
------------
3,563,323
3,019,480
------------
------------
9. Director's remuneration
The director's aggregate remuneration in respect of qualifying services was:
2024
2023
£
£
Remuneration
28,505
8,492
Company contributions to defined contribution pension plans
54,167
64,167
--------
--------
82,672
72,659
--------
--------
The number of directors who accrued benefits under company pension plans was as follows:
2024
2023
No.
No.
Defined contribution plans
1
1
----
----
10. Other interest receivable and similar income
2024
2023
£
£
Interest on cash and cash equivalents
20,310
17,722
Corporation tax interest received
15,648
6,278
Other interest receivable and similar income
290,417
214,352
---------
---------
326,375
238,352
---------
---------
11. Tax on profit
Major components of tax expense
2024
2023
£
£
Current tax:
UK current tax expense
783,630
316,084
Adjustments in respect of prior periods
( 167,785)
( 106,474)
Payment for group losses
82,976
---------
---------
Total UK current tax
698,821
209,610
Foreign current tax expense
23,281
7,613
---------
---------
Total current tax
722,102
217,223
---------
---------
Deferred tax:
Origination and reversal of timing differences
187,590
33,511
---------
---------
Tax on profit
909,692
250,734
---------
---------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).
2024
2023
£
£
Profit on ordinary activities before taxation
4,548,548
1,920,746
------------
------------
Profit on ordinary activities by rate of tax
1,137,137
364,942
Effect of expenses not deductible for tax purposes
( 220,241)
11,020
Effect of capital allowances and depreciation
29,234
5,042
Deferred tax movement
187,590
33,511
Foreign tax charge
23,281
7,613
Payment to group company for group losses
82,976
Prior year under/over provision
(167,785)
(106,474)
Enhanced tax relief
( 162,500)
( 64,920)
------------
------------
Tax on profit
909,692
250,734
------------
------------
12. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2024
2023
£
£
Dividends on ordinary shares
830,600
556,750
Dividends on B ordinary shares
100,000
Dividends on C ordinary shares
39,900
50,000
---------
---------
870,500
706,750
---------
---------
13. Intangible assets
Goodwill
£
Cost
At 1 March 2023 and 29 February 2024
107,004
---------
Amortisation
At 1 March 2023 and 29 February 2024
107,004
---------
Carrying amount
At 29 February 2024
---------
At 28 February 2023
---------
Goodwill is being amortised as follows: - Goodwill arising on the acquisition of a Romanian business is being amortised evenly over the director's estimate of its useful life of 5 years, this goodwill is now fully amortised; and - Goodwill arising on the acquisition of the technical know-how and profit earning ability for search engine optimisation is being amortised evenly over the director's estimate of its useful life of 5 years, this goodwill is now fully amortised. Amortisation of intangible fixed assets is included in administrative expenses.
14. Tangible assets
Land and Buildings
Investment property
Alterations to short leasehold property
Plant and machinery
Website Development Costs
Total
£
£
£
£
£
£
Cost
At 1 Mar 2023
348,925
85,000
120,865
188,486
253,544
996,820
Additions
4,539
4,539
Disposals
( 120,865)
( 120,865)
---------
--------
---------
---------
---------
---------
At 29 Feb 2024
348,925
85,000
193,025
253,544
880,494
---------
--------
---------
---------
---------
---------
Depreciation
At 1 Mar 2023
119,665
25,432
155,647
253,544
554,288
Charge for the year
17,446
9,345
26,791
Disposals
( 25,432)
( 25,432)
---------
--------
---------
---------
---------
---------
At 29 Feb 2024
137,111
164,992
253,544
555,647
---------
--------
---------
---------
---------
---------
Carrying amount
At 29 Feb 2024
211,814
85,000
28,033
324,847
---------
--------
---------
---------
---------
---------
At 28 Feb 2023
229,260
85,000
95,433
32,839
442,532
---------
--------
---------
---------
---------
---------
An investment property is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. The fair value of the investment property has been assessed by the director, after comparing the property's net book values at the date of the statement of financial position, to those of similar properties in the area. Accordingly, the director is satisfied that the values of this property is accurately reflected, at its fair value, at the date of the statement of financial position. An independent professional valuation has not been obtained by the director.
Tangible assets held at valuation
In respect of tangible assets held at valuation, the aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
Investment property
£
At 29 February 2024
Aggregate cost
176,870
Aggregate depreciation
(63,673)
---------
Carrying value
113,197
---------
At 28 February 2023
Aggregate cost
176,870
Aggregate depreciation
(60,136)
---------
Carrying value
116,734
---------
15. Debtors
2024
2023
£
£
Trade debtors
2,740,992
1,932,811
Amounts owed by group undertakings
270,271
253,987
Prepayments and accrued income
2,747,938
1,652,956
Corporation tax repayable
254,577
Other debtors
1,439,039
1,441,121
------------
------------
7,198,240
5,535,452
------------
------------
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand .
16. Financial assets measured at fair value through profit or
loss
2024
2023
£
£
Other investments
17,742,312
14,953,145
-------------
-------------
Investments in unit trusts and discretionary managed funds held by the company as financial assets are measured at fair value based upon their surrender values with all gains or losses brought through the profit and loss account.
The total amount invested in the assets at the reporting date, at cost, amounted to £16,198,847 (2023 - £14,015,495). During the year, there was an overall fair value gain of £604,990 (2023 - overall fair value loss £245,600).
17. Cash and cash equivalents
Cash and cash equivalents comprise the following:
2024
2023
£
£
Cash at bank and in hand
1,788,787
1,373,609
Bank overdrafts
( 650,830)
( 234,638)
------------
------------
1,137,957
1,138,971
------------
------------
18. Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
650,830
234,638
Trade creditors
1,593,484
1,081,155
Accruals and deferred income
425,137
265,864
Corporation tax
333,063
Social security and other taxes
765,867
367,968
Director loan accounts
100,546
150,555
Other creditors
80,053
55,297
------------
------------
3,948,980
2,155,477
------------
------------
The company's bank holds a personal guarantee from Mr. G. Wilson. Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
19. Provisions
Deferred tax (note 20)
£
At 1 March 2023
237,568
Additions
188,313
Other movements 1
(724)
---------
At 29 February 2024
425,157
---------
20. Deferred tax
The deferred tax included in the balance sheet is as follows:
2024
2023
£
£
Included in provisions (note 19)
425,157
237,568
---------
---------
The deferred tax account consists of the tax effect of timing differences in respect of:
2024
2023
£
£
Accelerated capital allowances
5,282
6,006
Fair value adjustment of financial assets
419,875
231,562
---------
---------
425,157
237,568
---------
---------
21. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 170,203 (2023: £ 163,859 ).
22. Share-based payments
The company has granted cash-settled share-based payments to certain employees as a long term incentive plan to retain talent. The participants in the plan are required to own shares in the company and settlement is conditional upon a future liquidity event, after which certain "waterfall" provisions determine the ultimate amount received by each employee.
The costs for the cash-settled share payments are based on the fair value of the share rights at the end of the reporting period. These payments are reported as employee costs with a corresponding movement in a liability in the statement of financial position up until settlement.
The director has assessed that the probability of achieving the conditions is such that the fair value of the rights is nil.
23. Government grants
The amounts recognised in the financial statements for government grants are as follows:
2024
2023
£
£
Recognised in other operating income:
Government grants recognised directly in income
100,000
19,411
---------
--------
24. Financial instruments
The carrying amount for each category of financial instrument is as follows:
2024
2023
£
£
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss
17,742,312
14,953,145
-------------
-------------
Financial assets that are debt instruments measured at amortised cost
Financial assets measured at amortised cost
7,022,932
5,128,506
------------
------------
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost
2,850,050
1,787,509
------------
------------
25. Analysis of other comprehensive income
Other reserves
Profit and loss account
Total
£
£
£
Year ended 29 February 2024
Other comprehensive income movement
753,252
(753,252)
Tax relating to components of other comprehensive income
( 188,313)
188,313
---------
---------
----
564,939
( 564,939)
---------
---------
----
Year ended 28 February 2023
Other comprehensive income movement
(122,217)
122,216
(1)
Tax relating to components of other comprehensive income
30,554
( 30,554)
---------
---------
----
( 91,663)
91,662
( 1)
---------
---------
----
26. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 0.01 each
1,000
10
1,000
10
A Ordinary shares of £ 0.01 each
63
1
63
1
B Ordinary shares of £ 0.01 each
63
1
63
1
C Ordinary shares of £ 0.01 each
126
1
126
1
-------
----
-------
----
1,252
13
1,252
13
-------
----
-------
----
Seopa Ltd
Notes to the Financial Statements (continued)
Year ended 29 February 2024
26. Called up share capital (continued)
The equity share capital of the company has the following characteristics: Ordinary shares - shares have voting rights, dividend rights and distribution rights on winding up. A Ordinary shares - shares have voting rights and distribution rights on winding up. Distribution rights are subject to certain conditions being met. B Ordinary shares - shares have voting rights, dividend rights and distribution rights on winding up. Distribution rights are subject to certain conditions being met. C Ordinary shares - shares have voting rights, dividend rights and distribution rights on winding up. Distribution rights are subject to certain conditions being met.
27. Reserves
Called-up share capital - represents the nominal value of shares that have been issued Share premium account - represents the premium paid on issues of A Ordinary, B Ordinary and C Ordinary shares. Profit and loss account - includes all current and prior period retained profits and losses. Non distributable reserve - includes the unrealised gains on investments held by the company.
28. Analysis of changes in net debt
At 1 Mar 2023
Cash flows
At 29 Feb 2024
£
£
£
Cash at bank and in hand
1,373,609
415,178
1,788,787
Bank overdrafts
(234,638)
(416,192)
(650,830)
Debt due within one year
(150,555)
50,009
(100,546)
Current asset investments
14,953,145
2,789,167
17,742,312
-------------
------------
-------------
15,941,561
2,838,162
18,779,723
-------------
------------
-------------
29. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2024
2023
£
£
Not later than 1 year
146,265
Later than 1 year and not later than 5 years
6,094
----
---------
152,359
----
---------
On 14th March 2018 the company signed a lease in relation to rental of an office building. Prior to the year end, the company took the decision to terminate the lease.
Seopa Ltd
Notes to the Financial Statements (continued)
Year ended 29 February 2024
30. Limitation of auditor's liability
The company has entered into a liability limitation agreement with its auditor, Aubrey Campbell and Company, on the following basis:
(a) the maximum aggregate amount of the auditor's liability to the company shall not exceed the sum of seven times the fees payable (excluding expenses and value added tax) under the engagement letter agreed for the financial period, or £30,000, whichever is the lesser amount.
(b) the agreement was passed by a resolution of the company's shareholders on 28th November 2024.
31. Related party transactions
The company owed £270,271 (2023 - the company owed £253,987) to its parent undertaking at the balance sheet date. All amounts are repayable upon demand. The company transacts business with entities which are under the common control of a member of key management. During the period, the company transacted revenues of £143,561 (2023 - £22,844) with companies under common control and acquired services from such companies at a cost of £1,045 (2023 - £985). At the balance sheet date, the total amount owed to the company by entities under common control was £1,085,203 (2023 - £1,203,470). All amounts are repayable upon demand. In February 2023, a fellow group entity started to lease a floor of the property owned by the company. The company is owed £664,000 (2023 - £664,000) by a company controlled by close family of a member of key management. No transactions with that company occurred during the current or prior period. All amounts are repayable upon demand.
32. Controlling party
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Seopa Holdings Limited, a company incorporated in Northern Ireland. Copies of the Seopa Holdings Limited consolidated financial statements can be obtained from Floor 4 Blackstaff Studios, 8-10 Amelia Street, Belfast, Northern Ireland, BT2 7GS . The company's ultimate controlling party is Mr. G. Wilson .