Murzuq Oil Services Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 12597062 (England and Wales)
Murzuq Oil Services Limited
Company Information
Directors
A A Abdalla
(Appointed 25 July 2024)
I A Elghumari
K M El Zanati
(Appointed 25 July 2024)
N M Suwani
(Appointed 25 July 2024)
W A Albakbak
(Appointed 25 July 2024)
S M Farg
(Appointed 25 July 2024)
Company number
12597062
Registered office
8th Floor
100 Bishopsgate
London
EC2N 4AG
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Murzuq Oil Services Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 29
Murzuq Oil Services Limited
Strategic Report
For the year ended 31 December 2023
Page 1

The directors present the strategic report on Murzuq Oil Services Limited and its subsidiary for the year ended 31 December 2023.

Fair review of the business

The results for the year ended 31 December 2023 are set out in the Group Statement of Comprehensive Income on page 9.

 

The Group’s primary focus is to assist its clients (namely, its ultimate holding company, The National Oil Corporation of Libya NOC (LNOC), and its affiliates based in Libya), to increase oil and gas production and to improve their employees’ skillsets and achieve further efficiencies in the workplace.

 

The financial year of 2023 has been another positive one for the Group, marked by continued growth in turnover and investment in its business. The Company has deepened its consultancy engineering services to its clients and has developed its training academy. Its subsidiary company, Murzuq Technical Support Limited SUARL incorporated in Tunis in 2022, has continued to grow, offering sub-surface studies in oilfields, both on and offshore, together with providing training courses to the Libyan oil and gas sector.

 

There were some delays to clients’ budget approvals from the Libyan government during the period, which significantly impacted Group turnover in 2023, however, the Group has seen strong demand for services in 2024 and expects continued growth.

 

Since the year end, in late 2024 the Group established a new subsidiary, Penta Energies B.V., in the Netherlands. This entity’s primary mission is to develop oil and gas assets on behalf of the Group’s clients in Libya and establish itself as an operating company. Feasibility studies will be undertaken during 2025 with a view to product extraction in 2026. This development represents an exciting opportunity for the Group, with the potential to secure a long-term revenue stream.

Principal risks and uncertainties

The management of the business and the execution of the Group's strategy are subject to a number of risks. The key risks are acknowledged below.

 

Credit Risk - Although the Group’s business is principally focused on one country its clients are relatively large and well-established companies, and all are wholly or majority nationally owned fellow affiliates. Trade debtor exposure is spread across a large number of clients and there is no significant concentration of risk on any particular client.

 

Liquidity Risk - The Group manages its liquidity risk internally and, at present, has no need for external banking facilities.

 

Cashflow Risk - Cash is monitored closely by management and reported regularly to the Board of Directors. Particular attention is given to ensuring commitments are entered into only if sufficient client funding is on hand or is expected within a reasonable time frame.

 

Foreign Exchange Risk - The Group is not exposed to currency fluctuations, as contracts are agreed with both clients and subcontractors in the same currency.

 

Market Risk - The Group is exposed to changing economic and market conditions, particularly in the oil and gas sector. The Board reviews operational and cash management regularly. Given this sector's historic resilience during downturns, including the recent Covid-19 pandemic, the Group is confident in its ability to weather medium-term market fluctuations.

Murzuq Oil Services Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 2
Key performance indicators

The result for FY 2023 at the Group level was £21.5m in turnover, £7.8m in gross profit and £1.2m in profit before tax. This compares to an FY 2022 Group result of £15.3m in turnover, £3.6m in gross profit and £(0.9)m in loss before tax.

 

The Group strengthened its balance sheet in 2023 by the issue of 15m Ordinary shares of £1 each at par, resulting in improved liquidity. The latest cashflow projections continue to forecast a strong balance sheet and significant liquidity headroom. The Group reported a net asset position of £13.9m at 31 December 2023, a significant improvement from the net liabilities of £(2.2)m recorded at 31 December 2022.

Going Concern

The Group continues to make strong gains in the Libyan oil and gas industry and is closely aligned with the priorities of the LNOC. It is recognised as a strategic partner for consultancy engineering services and its training academy.

 

Demand for these services has increased during 2024, with further growth anticipated for 2025. Management is committed to closely monitoring expenditures, ensuring alignment with approved budgets, and implementing efficiency measures to reduce costs and increase productivity.

 

On behalf of the board

A A Abdalla
Director
10 January 2025
2025-01-13
Murzuq Oil Services Limited
Directors' Report
For the year ended 31 December 2023
Page 3

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

Principal activities

The principal activities of the company and its group continued to be the provision of consultancy and other business services to the petroleum and natural gas industry.

Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a dividend (2022: £nil).

Directors

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

A A Abdalla
(Appointed 25 July 2024)
I A Elghumari
K M El Zanati
(Appointed 25 July 2024)
N M Suwani
(Appointed 25 July 2024)
W A Albakbak
(Appointed 25 July 2024)
S M Farg
(Appointed 25 July 2024)
K R Abdulsadek
(Resigned 25 July 2024)
K M Khalfalla
(Resigned 25 July 2024)
I A Ben Rajab
(Resigned 25 July 2024)
M G Eldarisi
(Resigned 25 July 2024)
Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

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

Statement of disclosure to auditor

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

On behalf of the board
A A Abdalla
Director
10 January 2025
2025-01-13
Murzuq Oil Services Limited
Directors' Responsibilities Statement
For the year ended 31 December 2023
Page 4

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

 

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

 

 

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

Murzuq Oil Services Limited
Independent Auditor's Report
To the Members of Murzuq Oil Services Limited
Page 5

Qualified opinion

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

In our opinion, except for the effects of the matter described in the Basis for qualified opinion section of our report, the financial statements:

Basis for qualified opinion on financial statements

The component auditor of the company's subsidiary, Murzuq Technical Support Limited SUARL, has been unable to perform specified audit tests in respect of certain transactions recorded in profit or loss in that subsidiary's financial statements. We were unable to obtain sufficient appropriate audit evidence in respect of these transactions by alternative means. Consequently, we were unable to determine whether any adjustment was required to the Group Statement of Comprehensive Income in respect of these transactions.

 

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

Conclusions relating to going concern

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

 

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

 

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

Murzuq Oil Services Limited
Independent Auditor's Report (Continued)
To the Members of Murzuq Oil Services Limited
Page 6

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

As described in the basis for qualified opinion section of our report, we were unable to obtain sufficient appropriate audit evidence in respect of certain transactions recorded in profit or loss in the financial statements of the company's subsidiary, Murzuq Technical Support Limited SUARL and their consequent impact on the Group Statement of Comprehensive Income.

 

We have concluded that where the other information refers to the profit and loss of the company's subsidiary, Murzuq Technical Support Limited SUARL, to the profit or loss of the group or to other related balances and classes of transactions, it may also be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effect of the matter referred to in the basis for qualified opinion section of our report in our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

Except for the matter referred to in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

In respect solely of the limitation in the scope of the work of the component auditor relating to the company's subsidiary, referred to above:

 

 

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:

 

Murzuq Oil Services Limited
Independent Auditor's Report (Continued)
To the Members of Murzuq Oil Services Limited
Page 7
Responsibilities of directors

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

 

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

Auditor's responsibilities for the audit of the financial statements

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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

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.

Murzuq Oil Services Limited
Independent Auditor's Report (Continued)
To the Members of Murzuq Oil Services Limited
Page 8
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

 

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Matthew Banton (Senior Statutory Auditor)
13 January 2025
2025-01-13
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Murzuq Oil Services Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2023
Page 9
2023
2022
Notes
£
£
Turnover
3
21,528,285
15,259,331
Cost of sales
(13,741,270)
(11,701,685)
Gross profit
7,787,015
3,557,646
Administrative expenses
(6,396,399)
(4,343,961)
Operating profit/(loss)
4
1,390,616
(786,315)
Interest receivable and similar income
8
783
1,759
Interest payable and similar expenses
9
(171,506)
(102,244)
Profit/(loss) before taxation
1,219,893
(886,800)
Tax on profit/(loss)
10
(53,885)
(2,351)
Profit/(loss) for the financial year
1,166,008
(889,151)
Other comprehensive income
-
0
-
0
Total comprehensive profit/(loss) for the year
1,166,008
(889,151)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive profit/(loss) for the year is all attributable to the owners of the parent company.
Murzuq Oil Services Limited
Group Balance Sheet
As at 31 December 2023
Page 10
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
475,368
-
0
Tangible assets
12
238,593
61,624
713,961
61,624
Current assets
Debtors
14
11,473,875
6,033,626
Cash at bank and in hand
15,758,989
29,840,332
27,232,864
35,873,958
Creditors: amounts falling due within one year
15
(11,538,472)
(35,159,476)
Net current assets
15,694,392
714,482
Total assets less current liabilities
16,408,353
776,106
Creditors: amounts falling due after more than one year
16
(2,500,000)
(3,000,000)
Provisions for liabilities
17
(10,162)
(10,001)
Net assets/(liabilities)
13,898,191
(2,233,895)
Capital and reserves
Called up share capital
20
15,100,000
100,000
Currency translation reserve
30,025
63,947
Profit and loss reserves
(1,231,834)
(2,397,842)
Total equity
13,898,191
(2,233,895)
The financial statements were approved by the board of directors and authorised for issue on 10 January 2025 and are signed on its behalf by:
A A Abdalla
Director
Murzuq Oil Services Limited
Company Balance Sheet
As at 31 December 2023
31 December 2023
Page 11
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
100,510
40,005
Investments
13
58,286
58,286
158,796
98,291
Current assets
Debtors
14
11,822,874
7,704,701
Cash at bank and in hand
14,698,981
29,039,210
26,521,855
36,743,911
Creditors: amounts falling due within one year
15
(11,066,969)
(35,567,019)
Net current assets
15,454,886
1,176,892
Total assets less current liabilities
15,613,682
1,275,183
Creditors: amounts falling due after more than one year
16
(2,500,000)
(3,000,000)
Provisions for liabilities
17
(10,162)
(10,001)
Net assets/(liabilities)
13,103,520
(1,734,818)
Capital and reserves
Called up share capital
20
15,100,000
100,000
Profit and loss reserves
(1,996,480)
(1,834,818)
Total equity
13,103,520
(1,734,818)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £161,662 (2022: £326,127 loss).

The financial statements were approved by the board of directors and authorised for issue on 10 January 2025 and are signed on its behalf by:
A A Abdalla
Director
Company Registration No. 12597062
Murzuq Oil Services Limited
Group Statement of Changes in Equity
For the year ended 31 December 2023
Page 12
Share capital
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
100,000
-
0
(1,508,691)
(1,408,691)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(889,151)
(889,151)
Currency translation
-
63,947
-
63,947
Balance at 31 December 2022
100,000
63,947
(2,397,842)
(2,233,895)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,166,008
1,166,008
Issue of share capital
20
15,000,000
-
-
15,000,000
Currency translation
-
(33,922)
-
(33,922)
Balance at 31 December 2023
15,100,000
30,025
(1,231,834)
13,898,191
Murzuq Oil Services Limited
Company Statement of Changes in Equity
For the year ended 31 December 2023
Page 13
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
100,000
(1,508,691)
(1,408,691)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(326,127)
(326,127)
Balance at 31 December 2022
100,000
(1,834,818)
(1,734,818)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(161,662)
(161,662)
Issue of share capital
20
15,000,000
-
15,000,000
Balance at 31 December 2023
15,100,000
(1,996,480)
13,103,520
Murzuq Oil Services Limited
Group Statement of Cash Flows
For the year ended 31 December 2023
Page 14
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
25
(28,047,655)
27,671,744
Corporation tax paid
-
(1,031)
Interest paid
(171,506)
(102,244)
Net cash (outflow)/inflow from operating activities
(28,219,161)
27,568,469
Investing activities
Purchase of intangible assets
(605,494)
-
Purchase of tangible fixed assets
(223,549)
(44,655)
Interest received
783
1,759
Net cash used in investing activities
(828,260)
(42,896)
Financing activities
Proceeds from issue of shares
15,000,000
-
Net cash generated from financing activities
15,000,000
-
Net (decrease)/increase in cash and cash equivalents
(14,047,421)
27,525,573
Cash and cash equivalents at beginning of year
29,840,332
2,250,812
Movement in foreign exchange
(33,922)
63,947
Cash and cash equivalents at end of year
15,758,989
29,840,332
Murzuq Oil Services Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 15
1
Accounting policies
Company information

Murzuq Oil Services Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 8th Floor, 100 Bishopsgate, London, EC2N 4AG.

 

The group consists of Murzuq Oil Services Limited and its subsidiary Murzuq Technical Support Limited SUARL.

1.1
Accounting convention

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

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

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

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

 

1.2
Going concern

At 31 December 2023 the group's balance sheet shows net assets of £13,898,191 (2022: net liabilities of £2,233,895). The group made a profit of £1,166,008 (2022: £889,151 loss) in the year.

 

The company issued 15,000,000 Ordinary shares of £1 each at par on 6 February 2023. The company received funding of £15,000,000 from its immediate parent undertaking during the prior year, in advance of the issue of the Ordinary shares. The directors have prepared a detailed cash flow forecast for the period to 31 March 2026 which shows that the company and group will be able to meet its ongoing liabilities as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 16
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company, Murzuq Oil Services Limited, together with all entities controlled by the parent company (its subsidiaries).

 

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

 

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

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

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

 

Turnover arose entirely outside of the United Kingdom.

1.5
Intangible fixed assets other than goodwill

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

 

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

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

Software
3 years straight line
1.6
Tangible fixed assets

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

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 17

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

Fixtures and fittings
3 years straight line
Computer equipment
3 years straight line
Motor vehicles
4 years straight line

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

1.7
Fixed asset investments

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

 

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

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

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 18
1.9
Cash and cash equivalents

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

1.10
Financial instruments

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

 

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

 

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

Basic financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

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

 

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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.11
Equity instruments

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

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 19
1.12
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

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

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.16
Foreign exchange

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

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 20
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The key areas where estimates and assumptions have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are as follows:

Carrying value of intangible assets

Determining the carrying value of the intangible assets requires an estimate of the useful economic life, residual value and amortisation method of the individual class of asset and an assessment of any indication in a given year that may suggest an impairment at the year end date.

Recoverability of trade debtors

Trade debtors of £7,488,947 (2022: £5,487,479) are subject to the directors' assessment of the likelihood of their recovery including an assessment of relevant factors that may influence recoverability. The directors are of the opinion that no bad debt provision is required at the year end and consider that the carrying value of trade debtors is fully recoverable.

Recognition of a deferred tax asset

The group has estimated trade losses of £1,823,604 (2022: £1,813,009) to carry forward against future taxable income. The directors are required to determine the amount of a deferred tax asset that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

 

The company and group were loss making in the prior year and the company was loss making in the current year and the timing of future recurring company and group taxable profits are considered to be uncertain. A deferred tax asset has therefore not been recognised in the financial statements for the year under review.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Sale of services
21,528,285
15,259,331
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 21
4
Operating profit/(loss)
2023
2022
£
£
Operating profit/(loss) for the year is stated after charging:
Loss on foreign exchange
264,356
82,280
Depreciation of owned tangible fixed assets
46,580
17,757
Amortisation of intangible assets (included in administrative expenses)
130,126
-
Operating lease charges
838,741
422,949
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor:
£
£
For audit services
Audit of the financial statements of the group and company
72,250
77,225
Audit of the financial statements of the company's subsidiaries
11,250
4,550
83,500
81,775
For other services
All other non-audit services
11,000
9,650
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
35
28
35
26

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,389,398
2,808,556
4,299,875
2,798,657
Social security costs
628,020
229,074
617,320
229,074
Pension costs
280,111
71,336
280,111
71,336
5,297,529
3,108,966
5,197,306
3,099,067
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 22
7
Directors' remuneration
2023
2022
£
£
Remuneration paid to directors
716,378
742,174
Pension costs
16,320
13,770
732,698
755,944

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022: 1).

 

The remuneration of the highest paid director in the year was £585,317 (2022: £623,385) including grossed up UK income tax of £299,618 (2022: £318,864).

 

The directors consider that the key management personnel for reporting purposes are the directors themselves and the Deputy Chief Executives. The remuneration of key management personnel in the year excluding pension costs but including grossed up UK income tax was £868,521 (2022: £755,944).

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
783
1,759
9
Interest payable and similar expenses
2023
2022
£
£
Interest on other loans
171,506
102,244
10
Taxation
2023
2022
£
£
Current tax
Foreign current tax on profits for the current period
53,724
1,031
Deferred tax
Origination and reversal of timing differences
161
1,320
Total tax charge
53,885
2,351
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
10
Taxation
(Continued)
Page 23

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

2023
2022
£
£
Profit/(loss) before taxation
1,219,893
(886,800)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25% (2022: 19%)
304,973
(168,492)
Effect of expenses not deductible for tax purposes
11,004
5,842
(Tax losses utilised)/unutilised tax losses carried forward
(69,935)
-
Impact of tax rate changes
36,720
54,353
Overseas exemption from corporation tax
(264,368)
-
0
Deferred tax asset not recognised
35,491
110,648
Taxation charge
53,885
2,351

The group has estimated trade losses of £1,823,604 (2022: £1,813,009) and the company has estimated trade losses of £1,735,137 (2022: £1,743,074) available to carry forward against future taxable profits at 31 December 2023. A deferred tax asset has not been recognised at 31 December 2022 or 31 December 2023 due to the uncertainty of the timing of the recurring future taxable profits against which the losses can be utilised.

11
Intangible fixed assets
Group
Software
£
Cost
At 1 January 2023
-
0
Additions
605,494
At 31 December 2023
605,494
Amortisation and impairment
At 1 January 2023
-
0
Amortisation charged for the year
130,126
At 31 December 2023
130,126
Carrying amount
At 31 December 2023
475,368
At 31 December 2022
-
0
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 24
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
-
0
6,671
79,389
-
0
86,060
Additions
79,549
26,829
44,171
73,000
223,549
At 31 December 2023
79,549
33,500
123,560
73,000
309,609
Depreciation and impairment
At 1 January 2023
-
0
341
24,095
-
0
24,436
Depreciation charged in the year
7,865
5,308
30,028
3,379
46,580
At 31 December 2023
7,865
5,649
54,123
3,379
71,016
Carrying amount
At 31 December 2023
71,684
27,851
69,437
69,621
238,593
At 31 December 2022
-
0
6,330
55,294
-
0
61,624
Company
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2023
-
0
63,158
-
0
63,158
Additions
478
16,575
73,000
90,053
At 31 December 2023
478
79,733
73,000
153,211
Depreciation and impairment
At 1 January 2023
-
0
23,153
-
0
23,153
Depreciation charged in the year
-
0
26,169
3,379
29,548
At 31 December 2023
-
0
49,322
3,379
52,701
Carrying amount
At 31 December 2023
478
30,411
69,621
100,510
At 31 December 2022
-
0
40,005
-
0
40,005
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 25
13
Fixed asset investments
Shares in group undertakings
Cost
£
At 1 January 2023 and 31 December 2023
58,286
Carrying amount
At 31 December 2023
58,286
At 31 December 2022
58,286
On 18 March 2022 the company incorporated in Tunisia a 100% subsidiary, Murzuq Technical Support Limited SUARL. The registered office of Murzuq Technical Support Limited SUARL is 24 Omar Al Khayem Kheireddin Street, Industrial Zone La Goulette, Tunis, Tunisia. The company holds 100% of the ordinary share capital.

On 8 November 2024 the company incorporated in the Netherlands a subsidiary, Penta Energies B.V., as detailed in note 23. The company holds 100% of the ordinary share capital.
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,488,947
5,487,479
6,148,792
5,471,257
Amounts owed by group undertakings
34,724
-
544,872
1,692,315
Other debtors
522,357
306,812
383,656
301,794
Prepayments and accrued income
3,427,847
239,335
3,567,465
239,335
11,473,875
6,033,626
10,644,785
7,704,701
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
1,178,089
-
Total debtors
11,473,875
6,033,626
11,822,874
7,704,701
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
14
Debtors
(Continued)
Page 26

On 8 June 2023 the company signed an Activation Funding Loan Agreement with its subsidiary Murzuq Technical Support Limited SUARL. The agreement provides a loan to the subsidiary of $1,750,000 which is unsecured and bears interest at 0.5% above the Bank of England base rate. The loan is due for repayment in instalments as follows:

 

$250,000 on 28 November 2024;

$500,000 on 28 November 2025; and

$1,000,000 on 28 November 2026.

 

Amounts of £34,724 (2022: £nil) in the group balance sheet and amounts of £348,524 (2022: £1,692,315) in the company balance sheet are unsecured, interest free and repayable on demand.

 

15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
500,000
-
0
500,000
-
0
Trade creditors
3,036,520
1,309,800
2,634,663
1,232,284
Amounts owed to group undertakings
4,274
15,004,274
4,274
15,507,439
Corporation tax payable
53,724
-
0
-
0
-
0
Other taxation and social security
197,953
123,506
181,141
115,624
Advanced client deposits
6,742,539
16,947,277
6,742,539
16,947,277
Other creditors
65,749
39,381
66,639
29,157
Accruals and deferred income
937,713
1,735,238
937,713
1,735,238
11,538,472
35,159,476
11,066,969
35,567,019

On 9 March 2021 an Activation Funding Loan Agreement with its immediate parent company, Mediterranean Oil Services Company, came into effect. The agreement provides a loan to the company of £3m which is unsecured and bears interest at 0.5% above the Bank of England base rate. The loan was due for repayment in instalments as follows:

 

£0.5m on 9 March 2022;

£1m on 9 March 2023; and

£1.5m on 9 March 2024.

 

Subsequent to the provision of the loan, the repayment terms were amended in May 2022 to defer the repayments detailed above for a further two years, meaning they are now due on 9 March 2024, 9 March 2025 and 9 March 2026.

 

At the date of signing these financial statements the company is in the process of renegotiating the repayment terms and the repayment due on 9 March 2024 has not yet been paid, as agreed with the company's immediate parent company.

 

Advanced client deposits represent funds received from clients to fund future supplies of consultancy and business services by the company to them. The foregoing sum of £6,742,539 (2022: £16,947,277) is matched by funds held in client bank accounts disclosed within cash at bank in hand at 31 December 2023 (2022: £16,947,277).

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 27
16
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
2,500,000
3,000,000
2,500,000
3,000,000

As detailed in note 15, the loan principal and interest due to Mediterranean Oil Services Company is due in three instalments now commencing on 9 March 2024.

17
Provisions for liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Deferred tax liabilities
18
10,162
10,001
10,162
10,001
18
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group and company
£
£
£
£
Accelerated capital allowances
10,162
10,001
-
-
2023
Movements in the year:
£
Liability at 1 January 2023
10,001
Charge to profit or loss
161
Liability at 31 December 2023
10,162
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
10,001
10,001
Charge to profit or loss
161
161
Liability at 31 December 2023
10,162
10,162
Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
18
Deferred taxation
(Continued)
Page 28

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
163,810
71,336

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

20
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
15,100,000 (2022: 100,000) Ordinary shares of £1 each
15,100,000
100,000
15,100,000
100,000

The company issued 15,000,000 Ordinary shares of £1 each at par on 6 February 2023.

21
Operating lease commitments

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
291,404
91,921
291,404
91,921
Between two and five years
37,732
-
37,732
-
In over five years
-
-
-
-
329,136
91,921
329,136
91,921
22
Related party transactions

During the year, the company did not enter into any transactions with related parties that require disclosure.

Murzuq Oil Services Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 29
23
Events after the reporting date

On 8 November 2024 the company incorporated in the Netherlands a 100% subsidiary, Penta Energies B.V.

24
Ultimate controlling party

The company's immediate parent company is Mediterranean Oil Services Company, a company incorporated in Libya. The registered office of Mediterranean Oil Services Company is Bashir Sadawi Street, P.O. Box 2655, Tripoli, Libya.

 

The ultimate parent undertaking is the National Oil Corporation of Libya, and the ultimate controlling party is the Government of Libya.

25
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Profit/(loss) for the year after tax
1,166,008
(889,151)
Adjustments for:
Taxation charged
53,885
2,351
Finance costs
171,506
102,244
Investment income
(783)
(1,759)
Amortisation of intangible assets
130,126
-
Depreciation of tangible fixed assets
46,580
17,757
Movements in working capital:
Increase in debtors
(5,440,249)
(4,255,198)
(Decrease)/increase in creditors
(13,969,990)
16,748,223
(Decrease)/increase in advanced client deposits
(10,204,738)
15,947,277
Cash (absorbed by)/generated from operations
(28,047,655)
27,671,744
26
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
29,840,332
(14,081,343)
15,758,989
Borrowings excluding overdrafts
(3,000,000)
-
(3,000,000)
26,840,332
(14,081,343)
12,758,989
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