Company registration number 13729878 (England and Wales)
SORIS ACQUISITION LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
SORIS ACQUISITION LTD
COMPANY INFORMATION
Directors
A T Johnson
P A Wittet
S B Llanos
R R Hernandez
J C Cockburn
A P Smith
Company number
13729878
Registered office
The Victor Building
Earls Colne Business Park
Earls Colne
Colchester
CO6 2NS
Auditor
MHA
14 Mannin Way
Lancaster Business Park
Lancaster
LA1 3SW
SORIS ACQUISITION LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 35
SORIS ACQUISITION LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -
Introduction
The directors present the strategic report for the year ended 30 April 2024.
Business review
The Directors are also pleased with the Group's performance during 2024. April 2024 marked the end of the wettest 18-month period in Britain’s history. Despite this, the Group outperformed expectations, delivering revenue and profitability well above the pre-acquisition levels of Water Direct. The Group also successfully completed the acquisition of Liquiline Ltd. Revenue for the year was £23.8 million (2023: £25.5 million) and EBITDA £6.4 million (2023: £9.1 million). The exceptional performance in 2023 was driven by extreme external conditions, which did not recur in 2024.
Future developments
The Group continues to strengthen partnerships with both new and existing customers to ensure the development of products and services are tailored to their needs. Several significant contractual wins have been achieved since the year-end.
Principal risks and uncertainties
Market and competition risk
The Group faces the risk that customers may seek alternative water supply sources. However, its services are diversified, and the Directors are confident that the company's innovation and adaptability will address these challenges effectively.
Staff retention and recruitment
To recruit and retain staff, the group periodically reviews and adjusts pay rates and benefits to ensure they remain industry-leading. It also implements cultural and training initiatives.
Macro-economic pressures
The Group is exposed to inflationary pressures in its cost base. To retain margins and attract customers, the business continues to innovate, review pricing and optimise processes and procedures.
Financial risk management
The Group’s activities expose it to financial risks that include liquidity and cash flow risk. The Directors monitor these on a regular basis through cash flow modelling and forecasting.
Reputational and compliance risk
The supply of drinking water requires the Group to maintain the highest quality standards and comply with Regulations and best practice operating procedures. The Group ensures all of its technicians are appropriately trained and has unique monitoring, control and assurance systems. More detail can be found at water-direct.co.uk/quality-assurance/drinking-water-quality/.
Contract risk
The Group has a number of guaranteed response contracts with customers. The Group regularly reviews staff and asset availability to ensure we have sufficient resources to meet our contractual obligations.
SORIS ACQUISITION LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
Key performance indicators
The principal financial KPIs are sales, gross profit margin, and EBITDA, tracked both monthly and on a rolling twelve-month basis. As noted above, these KPIs were down compared to the previous year, which was expected given the unique external factors during that period. However, the Board is pleased with the results, considering the context. The management team also monitors a range of non-financial metrics to better understand and track the company's overall performance.
A T Johnson
Director
28 October 2024
SORIS ACQUISITION LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
The directors present their annual report and financial statements for the year ended 30 April 2024.
Principal activities
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Preference dividends were paid amounting to £446,987. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A T Johnson
P A Wittet
S B Llanos
R R Hernandez
J C Cockburn
A P Smith
Auditor
The auditor, MHA Moore and Smalley, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
A T Johnson
Director
28 October 2024
SORIS ACQUISITION LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024
- 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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
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.
SORIS ACQUISITION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SORIS ACQUISITION LTD
- 5 -
Opinion
We have audited the financial statements of Soris Acquisition Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2024 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
SORIS ACQUISITION LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SORIS ACQUISITION LTD
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and 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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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.
Enquiries with management about any known or suspect instances of non-compliance with laws and regulations and fraud;
An evaluation of the risk of management override of controls and subsequent testing, including through testing journal entries and other adjustments for appropriateness;
Auditing the risk of fraud in revenue by way of cut off testing, as well as sales transaction testing to obtain evidence that revenue has occurred and recognised in the correct accounting period;
An evaluation of the company's internal control environment; and
Reviewing board minutes and resolutions.
SORIS ACQUISITION LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SORIS ACQUISITION LTD
- 7 -
Because of the industry in which the client operates we identified the employment law, health and safety and compliance with the UK Companies Act and Tax regulations as the areas most likely to have a material impact on the financial statements.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Jenny McCabe FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Lancaster, United Kingdom
31 October 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
SORIS ACQUISITION LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
2024
2023
as restated
Notes
£
£
Turnover
3
23,808,544
25,488,685
Cost of sales
(14,428,783)
(14,564,761)
Gross profit
9,379,761
10,923,924
Administrative expenses
(6,854,326)
(4,315,283)
Other operating income
39,537
37,306
Operating profit
4
2,564,972
6,645,947
Interest receivable and similar income
7
72,057
50,469
Interest payable and similar expenses
8
(2,271,924)
(1,019,016)
Profit before taxation
365,105
5,677,400
Tax on profit
9
(987,741)
(1,382,820)
(Loss)/profit for the financial year
25
(622,636)
4,294,580
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
SORIS ACQUISITION LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
2024
2023
as restated
£
£
(Loss)/profit for the year
(622,636)
4,294,580
Other comprehensive income
-
-
Total comprehensive income for the year
(622,636)
4,294,580
Total comprehensive income for the year is all attributable to the owners of the parent company.
SORIS ACQUISITION LTD
GROUP BALANCE SHEET
AS AT
30 APRIL 2024
30 April 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
21,317,127
15,151,056
Tangible assets
12
3,417,251
666,415
24,734,378
15,817,471
Current assets
Stocks
15
480,721
652,258
Debtors
16
3,571,923
4,087,224
Cash at bank and in hand
4,460,702
5,176,226
8,513,346
9,915,708
Creditors: amounts falling due within one year
17
(3,616,009)
(3,875,140)
Net current assets
4,897,337
6,040,568
Total assets less current liabilities
29,631,715
21,858,039
Creditors: amounts falling due after more than one year
18
(17,909,836)
(9,455,285)
Provisions for liabilities
Deferred tax liability
21
385,663
(385,663)
-
Net assets
11,336,216
12,402,754
Capital and reserves
Called up share capital
24
8,918,963
8,918,963
Share premium account
23
92,475
92,475
Profit and loss reserves
25
2,324,778
3,391,316
Total equity
11,336,216
12,402,754
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 28 October 2024 and are signed on its behalf by:
28 October 2024
A T Johnson
Director
Company registration number 13729878 (England and Wales)
SORIS ACQUISITION LTD
COMPANY BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 11 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
13
28,983,605
18,753,329
Current assets
Debtors
16
53,046
3,501
Cash at bank and in hand
96
53,142
3,501
Creditors: amounts falling due within one year
17
(7,190,384)
(2,383,476)
Net current liabilities
(7,137,242)
(2,379,975)
Total assets less current liabilities
21,846,363
16,373,354
Creditors: amounts falling due after more than one year
18
(17,909,836)
(9,455,285)
Net assets
3,936,527
6,918,069
Capital and reserves
Called up share capital
24
8,918,963
8,918,963
Share premium account
23
92,475
92,475
Profit and loss reserves
25
(5,074,911)
(2,093,369)
Total equity
3,936,527
6,918,069
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 £2,534,555 (2023 - £1,438,028 loss).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 28 October 2024 and are signed on its behalf by:
28 October 2024
A T Johnson
Director
Company registration number 13729878 (England and Wales)
SORIS ACQUISITION LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 30 April 2023:
Balance at 1 May 2022
8,918,963
92,475
(533,562)
8,477,876
Year ended 30 April 2023:
Profit and total comprehensive income
-
-
4,294,580
4,294,580
Dividends
10
-
-
(369,702)
(369,702)
Balance at 30 April 2023
8,918,963
92,475
3,391,316
12,402,754
Year ended 30 April 2024:
Loss and total comprehensive income
-
-
(622,636)
(622,636)
Dividends
10
-
-
(446,987)
(446,987)
Balance at 30 April 2024
8,918,963
92,475
2,324,778
11,336,216
SORIS ACQUISITION LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 30 April 2023:
Balance at 1 May 2022
8,918,963
92,475
(285,639)
8,725,799
Year ended 30 April 2023:
Loss and total comprehensive income for the year
-
-
(1,438,028)
(1,438,028)
Dividends
10
-
-
(369,702)
(369,702)
Balance at 30 April 2023
8,918,963
92,475
(2,093,369)
6,918,069
Year ended 30 April 2024:
Profit and total comprehensive income
-
-
(2,534,555)
(2,534,555)
Dividends
10
-
-
(446,987)
(446,987)
Balance at 30 April 2024
8,918,963
92,475
(5,074,911)
3,936,527
SORIS ACQUISITION LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
7,108,641
6,965,707
Interest paid
(2,271,924)
(1,019,016)
Income taxes paid
(1,204,138)
(1,622,907)
Net cash inflow from operating activities
3,632,579
4,323,784
Investing activities
Purchase of business
(8,109,900)
-
Purchase of tangible fixed assets
(2,504,272)
(49,034)
Proceeds from disposal of tangible fixed assets
(40,036)
93,050
Interest received
72,057
50,469
Net cash (used in)/generated from investing activities
(10,582,151)
94,485
Financing activities
Proceeds/(Repayments) of bank loans
6,234,048
(542,075)
Payment of finance leases obligations
-
(466,204)
Net cash generated from/(used in) financing activities
6,234,048
(1,008,279)
Net (decrease)/increase in cash and cash equivalents
(715,524)
3,409,990
Cash and cash equivalents at beginning of year
5,176,226
1,766,236
Cash and cash equivalents at end of year
4,460,702
5,176,226
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 15 -
1
Accounting policies
Company information
Soris Acquisition Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Victor Building, Earls Colne Business Park, Earls Colne, Colchester, CO6 2NS.
The group consists of Soris Acquisition Ltd and all of its subsidiaries.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 16 -
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Soris Acquisition Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 April 2024. 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
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 17 -
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.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
20%
Plant and equipment
10%-20%
Fixtures and fittings
33%
Computers
33%
Motor vehicles
10%-50%
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.
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 18 -
1.9
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.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.11
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.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
1.12
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.
Other financial assets
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. 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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 20 -
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
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.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
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.
1.15
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.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 22 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Lease commitments
The Group has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating leases requires the directors to consider whether terms and conditions of each lease are such that the Group has acquired the risks and awards associated with the ownership of the underlying assets.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Preference share liability market rate
The Preference A Shares, which are redeemable at the Company’s discretion, contain an obligation to pay an annual fixed dividend. A liability has been recognised for the present value of future preferred dividends at the date of issue. The liability is calculated based on an expected holding period of 5 years by the Preference A Shares holders. The market rate used to calculate the Preference A Share liability is based on the interest rate of bank loan from an unconnected third party incepted at the time that the Preference A Shares were issued. The third-party facility was for approximately the same value as the issue proceeds of the Preference A Shares and was due for repayment in full after 5 years.
3
Turnover and other revenue
2024
2023
£
£
Other revenue
Interest income
72,057
50,469
The whole turnover is attributable to the principal activity of the company.
All turnover arose within the United Kingdom.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 23 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Fees payable to the group's auditor for the audit of the group's financial statements
15,000
12,050
Depreciation of owned tangible fixed assets
848,521
748,686
Loss/(profit) on disposal of tangible fixed assets
40,036
(90,627)
Amortisation of intangible assets
2,590,912
1,715,213
Operating lease charges
350,999
329,284
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Employees
115
74
6
6
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,296,241
3,347,573
229,652
115,133
Social security costs
615,298
386,557
28,789
15,106
Pension costs
132,598
82,871
6,044,137
3,817,001
258,441
130,239
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
229,652
115,133
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
229,652
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
70,244
49,846
Other interest income
1,813
623
Total income
72,057
50,469
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
2,170,839
888,013
Interest on finance leases and hire purchase contracts
16,158
20,976
Other interest
84,927
110,027
Total finance costs
2,271,924
1,019,016
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
390,438
1,450,115
Deferred tax
Origination and reversal of timing differences
597,303
(67,295)
Total tax charge
987,741
1,382,820
In March 2021 the Chancellor confirmed, in the budget, an increase in the corporation tax rate from 19% to 25%. The Finance Bill 2021 had its third reading on 24 May 2021 and is now considered substantively enacted. The timing differences expected to reverse on or after 1 April 2023 have been accounted for at 25%.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
9
Taxation
(Continued)
- 25 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
365,105
5,677,400
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.49%)
91,276
1,106,707
Tax effect of expenses that are not deductible in determining taxable profit
109,702
1,659
Adjustments in respect of prior years
(59,417)
Effect of change in corporation tax rate
-
(15,914)
Permanent capital allowances in excess of depreciation
(710)
Deferred tax adjustments in respect of prior years
49,915
Rounding
699
Amortisation of goodwill
647,728
334,349
Unrecognised deferred tax
22,637
Other
(4,477)
15,447
70,960
-
Taxation charge
987,741
1,382,820
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Dividends payable to equity holders on redemption
446,987
369,702
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 May 2023
17,571,951
Additions
8,756,983
At 30 April 2024
26,328,934
Amortisation and impairment
At 1 May 2023
2,420,895
Amortisation charged for the year
2,590,912
At 30 April 2024
5,011,807
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
11
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 30 April 2024
21,317,127
At 30 April 2023
15,151,056
The company had no intangible fixed assets at 30 April 2024 or 30 April 2023.
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
209,331
1,075,008
64,637
3,027,822
4,376,798
Additions
36,000
53,629
3,083
6,809
2,542,881
2,642,402
Business combinations
1,095,058
1,095,058
Disposals
(332,704)
(18,920)
(351,624)
Transfers
(282,595)
282,595
At 30 April 2024
245,331
1,608,396
3,083
71,446
5,834,378
7,762,634
Depreciation and impairment
At 1 May 2023
180,079
892,984
53,633
2,583,687
3,710,383
Depreciation charged in the year
22,881
289,916
51
8,177
527,496
848,521
Eliminated in respect of disposals
(211,112)
(2,409)
(213,521)
At 30 April 2024
202,960
971,788
51
61,810
3,108,774
4,345,383
Carrying amount
At 30 April 2024
42,371
636,608
3,032
9,636
2,725,604
3,417,251
At 30 April 2023
29,252
182,024
11,004
444,135
666,415
The company had no tangible fixed assets at 30 April 2024 or 30 April 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
28,983,605
18,753,329
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
13
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2023
18,753,329
Additions
10,230,276
At 30 April 2024
28,983,605
Carrying amount
At 30 April 2024
28,983,605
At 30 April 2023
18,753,329
14
Subsidiaries
Details of the company's subsidiaries at 30 April 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Water Direct Limited
Ordinary Shares
100.00
Soris Capital Partners Limited
Ordinary Shares
100.00
Liquiline Limited
Ordinary Shares
100.00
Ricky Young Transport Limited
Ordinary Shares
100.00
Watermills (Water Services) Limited
Ordinary Shares
100.00
The registered office for the entities above is The Victor Building, Earls Colne Business Park, Earls Colne, Colchester, CO6 2NS.
\
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
480,721
652,258
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 28 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,932,854
3,125,506
1
Corporation tax recoverable
520,000
Other debtors
264,102
34
Prepayments and accrued income
854,967
750,044
53,046
3,500
3,571,923
3,875,584
53,046
3,501
Amounts falling due after more than one year:
Deferred tax asset (note 21)
211,640
Total debtors
3,571,923
4,087,224
53,046
3,501
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
19
1,011,111
1,011,111
Obligations under finance leases
20
295,560
Trade creditors
1,127,907
823,197
466,803
11,806
Amounts owed to group undertakings
5,940,749
1,284,744
Corporation tax payable
216
293,916
Other taxation and social security
187,352
472,601
12,900
7,530
Other creditors
1,254,443
72,692
750,000
Accruals and deferred income
1,046,091
906,063
19,932
68,285
3,616,009
3,875,140
7,190,384
2,383,476
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
16,006,260
6,741,071
16,006,260
6,741,071
Other borrowings
19
1,153,576
694,214
1,153,576
694,214
Other creditors
750,000
2,020,000
750,000
2,020,000
17,909,836
9,455,285
17,909,836
9,455,285
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
18
Creditors: amounts falling due after more than one year
(Continued)
- 29 -
Within other creditors is an amount of £nil (2023: £2,020,000) which is repayable within 5 years. It is secured by way of a fixed and floating charge over all assets of the group.
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
16,006,260
7,752,182
16,006,260
7,752,182
Preference shares
1,153,576
694,214
1,153,576
694,214
17,159,836
8,446,396
17,159,836
8,446,396
Payable within one year
1,011,111
1,011,111
Payable after one year
17,159,836
7,435,285
17,159,836
7,435,285
Bank loans are a unitranche facility, repayable in full by 11 May 2029, secured by way of a fixed and floating charge over the assets of the Group
20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
295,560
21
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
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
385,663
-
-
211,640
The company has no deferred tax assets or liabilities.
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
21
Deferred taxation
(Continued)
- 30 -
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 May 2023
(211,640)
-
Charge to profit or loss
597,303
-
Liability at 30 April 2024
385,663
-
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
132,598
82,871
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.
23
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning and end of the year
92,475
92,475
92,475
92,475
The reserve records the amount above the nominal value received by the company. Share premium may only be utilised to write-off any expenses incurred or commission paid on the issue of those shares.
24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £0.01 each
93,409
93,409
934
934
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
24
Share capital
(Continued)
- 31 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Preference A Shares of £1.00 each
3,962,047
3,962,047
3,637,535
3,637,535
Preference B Shares of £1.00 each
5,280,494
5,280,494
5,280,494
5,280,494
25
Profit and loss reserves
Group
Company
2024
2023
2024
2023
as restated
as restated
£
£
£
£
At the beginning of the year
3,394,401
(533,562)
(2,093,369)
(285,639)
Profit/(loss) for the year
(622,636)
4,294,580
(2,534,555)
(1,438,028)
Dividends
(446,987)
(369,702)
(446,987)
(369,702)
At the end of the year
2,324,778
3,391,316
(5,074,911)
(2,093,369)
26
Acquisition of a business
On 11 May 2023, the company acquired the entire share capital of Liquiline Limited, Watermills (Water Services) Limited and Ricky Young Transport Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Tangible assets
1,095,058
-
1,095,058
Debtors
514,070
-
514,070
Cash and cash equivalents
620,375
-
620,375
Creditors
(756,208)
-
(756,208)
Total identifiable net assets
1,473,295
-
1,473,295
Goodwill
8,756,980
Total consideration
10,230,275
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
26
Acquisition of a business
(Continued)
- 32 -
The consideration was satisfied by:
£
Cash
8,730,275
Deferred consideration
1,500,000
10,230,275
Cash Outflow on acquistion
£
Purchase consideration settled in cash, as above
8,730,275
Less: Cash and cash equivalents acquired
(620,373)
Net cash outflow on acquisition
8,109,902
27
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
468,500
657,000
-
-
Between two and five years
888,208
2,098,666
-
-
In over five years
113,750
227,500
-
-
1,470,458
2,983,166
-
-
28
Capital commitments
Amounts contracted for but not provided in the financial statements:
Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
-
44,500
-
-
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 33 -
29
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Purchases
Purchases
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
164,752
175,610
30
Ulitmate controlling party
In the opinion of the directors there in no ultimate controlling party.
31
Cash generated from group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(622,636)
4,294,580
Adjustments for:
Taxation charged
987,741
1,382,820
Finance costs
2,271,924
1,019,016
Investment income
(72,057)
(50,469)
Loss/(gain) on disposal of tangible fixed assets
40,036
(90,627)
Amortisation and impairment of intangible assets
2,590,912
1,715,213
Depreciation and impairment of tangible fixed assets
848,521
748,687
Movements in working capital:
Decrease/(increase) in stocks
171,537
(524,467)
Decrease/(increase) in debtors
1,337,731
(1,230,981)
Decrease in creditors
(445,068)
(298,064)
Cash generated from operations
7,108,641
6,965,708
32
Analysis of changes in net debt - group
1 May 2023
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
5,176,226
(715,524)
4,460,702
Borrowings excluding overdrafts
(8,446,396)
(8,713,440)
(17,159,836)
Obligations under finance leases
(295,560)
295,560
-
(3,565,730)
(9,133,404)
(12,699,134)
33
Prior period adjustment
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
33
Prior period adjustment
(Continued)
- 34 -
Reconciliation of changes in equity - group
1 May
30 April
2022
2023
£
£
Adjustments to prior year
Preference share - interest paid
-
79,241
Dividend paid
-
(79,241)
Preference share liability
(324,512)
(324,512)
Preference share liability
-
(369,702)
Total adjustments
(324,512)
(694,214)
Equity as previously reported
8,802,388
13,096,968
Equity as adjusted
8,477,876
12,402,754
Analysis of the effect upon equity
Share capital
-
(694,214)
Reconciliation of changes in profit for the previous financial period
2023
£
Adjustments to prior year
Preference share - interest paid
(79,241)
Profit as previously reported
4,373,821
Profit as adjusted
4,294,580
SORIS ACQUISITION LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
33
Prior period adjustment
(Continued)
- 35 -
Reconciliation of changes in equity - company
1 May
30 April
2022
2023
£
£
Adjustments to prior year
Preference share - interest paid
-
79,241
Dividend paid
-
(79,241)
Preference share liability
(324,512)
(324,512)
Preference share liabilty
-
(369,702)
Total adjustments
(324,512)
(694,214)
Equity as previously reported
9,050,311
7,612,283
Equity as adjusted
8,725,799
6,918,069
-
-
Analysis of the effect upon equity
Share capital
-
(694,214)
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior year
Preference share - interest paid
(79,241)
Loss as previously reported
(1,358,787)
Loss as adjusted
(1,438,028)
Notes to reconciliation
Preference share reclassification
A liability portion was identified in the Preference A shares, relating to the fixed annual dividend payment entitlement, and calculated at £324,512. The £324,512 has been reclassified in the prior year from equity to non-current liabilities. The dividend of £79,241 relating to the liability portion was restated and included in profit and loss as interest paid.
An unpaid cumulative dividend on Preference A shares and Preference B shares of £369,702 was included in the Share Capital. The rolled-up dividend of £369,702 has been reclassified as a liability.
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