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Registered number: 03786249










GROVE SOLUTIONS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
GROVE SOLUTIONS LIMITED
 
 
COMPANY INFORMATION


Directors
I C Brown (appointed 27 August 2024)
P McHale (appointed 27 August 2024)
J Vintin 
G J S Kemp (resigned 27 August 2024)
B C Witheridge (resigned 27 August 2024)
P C G Witheridge (resigned 27 August 2024)




Registered number
03786249



Registered office
Unit 4 Horizon Trade Park
Ring Way

London

N11 2NW




Independent auditors
Ryecroft Glenton
Chartered Accountants & Statutory Auditor

32 Portland Terrace

Newcastle upon Tyne

NE2 1QP





 
GROVE SOLUTIONS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Balance Sheet
11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 38


 
GROVE SOLUTIONS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Grove Group is a high-growth cybersecurity-led MSSP and VAR serving customers globally. The business provides next-generation cyber security solutions to customers spanning all sizes and industry segments.
A UK incorporated entity, Grove Solutions Limited and its subsidiary companies utilise a remote sell, deploy and support model to address a global market cost-effectively from its hub in Cape Town, South Africa, and its operations in London. The business is growing strongly, profitable, and underpinned by high levels of recurring revenue and strong cash conversion.

Business review
 
Grove Group sells, deploys, and supports a carefully selected portfolio of leading-edge cyber security technologies and services that are business-critical to medium and large organisations.
The following solutions are delivered through a Managed Services offering with a 24/7 cyber support function:
Email security - Mimecast, Proofpoint.
Network security and attack surface management - Darktrace.
Endpoint protection - Cylance,ESET.
Cloud - Google and O365.
Cyber security software currently represents over 80% of recurring gross margin and is set to continue to increase; over 90% of new contract margin added in 2023 was cyber-related.

Principal risks and uncertainties
 
Foreign currency risk
The group is exposed to fluctuations in exchange rates between GBP and USD/ZAR/EUR. This can impact the cost of expenses (mainly in ZAR) and the value of revenues (mainly in USD) when converted to the group's reporting currency.
Economic and political risk
Economic instability or political changes in South Africa can affect the group's operations and financial performance. This includes changes in regulations, tax policies, and economic conditions. A coalition government between the ANC and DA was formed in 2024, and we expect that there will be very little political risk for South Africa in the next five years.
Inflation risk
High inflation rates in South Africa can increase the cost of goods and services (employee remuneration), impacting the group's profitability. However, inflation rates have been coming down since February 2024.

Page 1

 
GROVE SOLUTIONS LIMITED
 

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

Financial key performance indicators
 
Revenue
- Recurring revenue – in 2023 recurring revenue was £13,365,392 (2022 - £ 11,524,071) an increase of    19%
-  One-off revenue – in 2023 one-off revenue was £1,122,160 (2022 - £ 691,751) an increase of 62%
Margin
-  Recurring margin – margin on recurring revenue was £4,294,320 (2022 - £3,676,741) an increase of 17%
-  One off margin – margin one off revenue was £521,412 (2022 - £203,466) an increase of 156%

EBITDA
Group EBITDA grew to £1,520,401 in 2023, up from £1,476,464 in 2022. 

Other key performance indicators
 
New sales
- Actual new sales per quarter vs target new sales per quarter.
Meetings
- Total number of new meetings (first time to meet with a prospect or first time to meeting regarding a new prospect with a client or prospect).
POV's
- How many Darktrace or Crowdstrike POVs (proof of value or a demo) were undertaken for prospects / clients per quarter.
Renewals
- We track our renewal % on a quarterly basis.


This report was approved by the board on 30 January 2025 and signed on its behalf.



................................................
P McHale
Director

Page 2

 
GROVE SOLUTIONS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Principal activity

Grove Group provides a range of leading-edge managed services, cyber security solutions, and cloud computing services as a partner, reseller, and distributor for global providers. Management selects a small number of partners to which they remain mutually loyal over a long period.

Results and dividends

The profit for the year, after taxation, amounted to £1,137,738 (2022 - £1,036,412).

Dividends of £73,500 (2022 - £72,000) were paid during the year. The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

J Vintin 
G J S Kemp (resigned 27 August 2024)
B C Witheridge (resigned 27 August 2024)
P C G Witheridge (resigned 27 August 2024)

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Page 3

 
GROVE SOLUTIONS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future developments

Following on from Grove Group's acquisition by i360 (see below), the directors do not anticipate any major changes to the Group's business model. 

Disclosure of information to auditors

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

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

Post balance sheet events

Grove Group was bought by Integrity 360 on the 27th of August 2024 (see note 31). This will not impact on the going concern status of Grove Group going forward, but changes may be made to the way Grove Group functions.

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 January 2025 and signed on its behalf.
 





................................................
P McHale
Director

Page 4

 
GROVE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVE SOLUTIONS LIMITED
 

Opinion


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


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 5

 
GROVE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVE SOLUTIONS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Page 6

 
GROVE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVE SOLUTIONS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Auditors' responsibilities for the audit of the financial statements
 

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


The extent to which 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 responsible individual ensured that the engagement team collectively had the appropriate                                competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
• we identified the laws and regulations applicable to the Group through discussions with directors and    other management, and from our commercial knowledge and experience of the sector in which the    company operates;
• we focused on specific laws and regulations which we considered may have a direct material effect on    the financial statements or the operations of the Group, including the Companies Act 2006 and     taxation legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management and inspecting legal correspondence; and
• we ensured that the identified laws and regulations were communicated within the audit team regularly    and the team remained alert to instances of non-compliance throughout the audit. 
We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:  
• making enquiries of management as to where they considered there was susceptibility to fraud and      their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations.
 
Page 7

 
GROVE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVE SOLUTIONS LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:  
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions; and
• assessed whether judgements and assumptions made in determining the accounting estimates were    indicative of potential bias. 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:  
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HMRC, and the Group’s legal advisers where available.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 


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


Other matters 
 

The corresponding figures relating to the year ended 31 December 2022 in these financial statements were not subject to audit, due to the company and group being elegible for exemption from audit under section 477 of Companies Act 2006. We have, however, obtained sufficient and appropriate audit evidence that the opening balances do not contain misstatements that materially affect the current period's financial statements.


Use of our report
 

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


Page 8

 
GROVE SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GROVE SOLUTIONS LIMITED (CONTINUED)





Jon Routledge (Senior Statutory Auditor)
for and on behalf of
Ryecroft Glenton
Chartered Accountants
Statutory Auditor
32 Portland Terrace
Newcastle upon Tyne
NE2 1QP

30 January 2025
Page 9

 
GROVE SOLUTIONS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
14,487,552
12,215,822

Cost of sales
  
(9,671,820)
(8,335,615)

Gross profit
  
4,815,732
3,880,207

Administrative expenses
  
(3,306,694)
(2,321,901)

Exceptional administrative expenses
 14 
-
(100,000)

Other operating income
 5 
2,168
14,387

Other operating charges
  
-
(8,090)

Operating profit
 6 
1,511,206
1,464,603

Amounts written off investments
  
-
(900)

Interest receivable and similar income
 10 
29,263
5,150

Interest payable and similar expenses
 11 
(11,527)
(6,968)

Profit before taxation
  
1,528,942
1,461,885

Tax on profit
 12 
(391,204)
(425,473)

Profit for the financial year
  
1,137,738
1,036,412

  

Currency translation differences
  
590,346
(327,415)

Other comprehensive income for the year
  
590,346
(327,415)

Total comprehensive income for the year
  
1,728,084
708,997

Profit for the year attributable to:
  

Owners of the parent Company
  
1,137,738
1,036,412

  
1,137,738
1,036,412

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 18 to 38 form part of these financial statements.

Page 10

 
GROVE SOLUTIONS LIMITED
REGISTERED NUMBER: 03786249

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 17 
19,709
12,845

  
19,709
12,845

Current assets
  

Debtors: amounts falling due within one year
 19 
9,435,075
7,841,898

Cash at bank and in hand
 20 
2,474,438
1,718,938

  
11,909,513
9,560,836

Creditors: amounts falling due within one year
 21 
(8,045,837)
(7,294,880)

Net current assets
  
 
 
3,863,676
 
 
2,265,956

Total assets less current liabilities
  
3,883,385
2,278,801

Creditors: amounts falling due after more than one year
 22 
(79,167)
(129,167)

Net assets
  
3,804,218
2,149,634


Capital and reserves
  

Called up share capital 
 26 
1,000
1,000

Capital redemption reserve
 27 
301
301

Profit and loss account
 27 
3,802,917
2,148,333

Equity attributable to owners of the parent Company
  
3,804,218
2,149,634

  
3,804,218
2,149,634


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025.




................................................
P McHale
Director

The notes on pages 18 to 38 form part of these financial statements.

Page 11

 
GROVE SOLUTIONS LIMITED
REGISTERED NUMBER: 03786249

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 18 
1,554
1,554

  
1,554
1,554

Current assets
  

Debtors: amounts falling due within one year
 19 
3,369,223
2,481,960

Cash at bank and in hand
 20 
29,028
32,540

  
3,398,251
2,514,500

Creditors: amounts falling due within one year
 21 
(3,362,838)
(2,425,285)

Net current assets
  
 
 
35,413
 
 
89,215

Total assets less current liabilities
  
36,967
90,769

  

  

Net assets excluding pension asset
  
36,967
90,769

Net assets
  
36,967
90,769


Capital and reserves
  

Called up share capital 
 26 
1,000
1,000

Profit and loss account brought forward
  
89,769
82,832

Profit for the year
  
19,698
78,937

Other changes in the profit and loss account

  

(73,500)
(72,000)

Profit and loss account carried forward
  
35,967
89,769

  
36,967
90,769


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025.


................................................
P McHale
Director

The notes on pages 18 to 38 form part of these financial statements.

Page 12

 
GROVE SOLUTIONS LIMITED
 

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


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1,000
301
1,511,336
1,512,637



Profit for the year
-
-
1,036,412
1,036,412

Currency translation differences
-
-
(327,415)
(327,415)

Dividends: Equity capital
-
-
(72,000)
(72,000)



At 1 January 2023
1,000
301
2,148,333
2,149,634



Profit for the year
-
-
1,137,738
1,137,738

Currency translation differences
-
-
590,346
590,346

Dividends: Equity capital
-
-
(73,500)
(73,500)


At 31 December 2023
1,000
301
3,802,917
3,804,218


The notes on pages 18 to 38 form part of these financial statements.

Page 13

 
GROVE SOLUTIONS LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,000
82,832
83,832



Profit for the year
-
78,937
78,937

Dividends: Equity capital
-
(72,000)
(72,000)



At 1 January 2023
1,000
89,769
90,769



Profit for the year
-
19,698
19,698

Dividends: Equity capital
-
(73,500)
(73,500)


At 31 December 2023
1,000
35,967
36,967


The notes on pages 18 to 38 form part of these financial statements.

Page 14

 
GROVE SOLUTIONS LIMITED
 

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

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
1,137,738
1,036,412

Adjustments for:

Depreciation of tangible assets
9,542
11,861

Profit on disposal of tangible assets
(956)
-

Interest paid
11,527
6,968

Interest received
(29,263)
(5,150)

Taxation charge
391,204
425,473

(Increase) in debtors
(1,557,199)
(1,516,484)

Increase in creditors
987,774
1,908,613

Corporation tax (paid)
(526,779)
(959,681)

Net cash generated from operating activities

423,588
908,012


Cash flows from investing activities

Purchase of tangible fixed assets
(16,591)
(7,646)

Interest received
29,263
5,150

Net cash from investing activities

12,672
(2,496)
Page 15

 
GROVE SOLUTIONS LIMITED
 

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


2023
2022

£
£



Cash flows from financing activities

Repayment of loans
(50,000)
(50,000)

Other new loans
-
1,195

Repayment of other loans
(1,216)
-

Dividends paid
(73,500)
(72,000)

Interest paid
(11,527)
(6,968)

Net cash used in financing activities
(136,243)
(127,773)

Net increase in cash and cash equivalents
300,017
777,743

Cash and cash equivalents at beginning of year
1,718,938
984,473

Foreign exchange gains and losses
455,483
(43,278)

Cash and cash equivalents at the end of year
2,474,438
1,718,938


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,474,438
1,718,938

2,474,438
1,718,938


The notes on pages 18 to 38 form part of these financial statements.

Page 16

 
GROVE SOLUTIONS LIMITED
 

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




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,718,938

755,500

2,474,438

Debt due after 1 year

(129,167)

50,000

(79,167)

Debt due within 1 year

(54,073)

1,216

(52,857)


1,535,698
806,716
2,342,414

The notes on pages 18 to 38 form part of these financial statements.

Page 17

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Grove Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Horizon Trade Park, Ring Way, Bounds Green, London, N11 2NW. The company number is 03786249. The place of business is 2 Eastbourne Terrace, London, W2 6LG.
Grove Group provides a range of leading-edge managed services, cyber security solutions, and cloud computing services as a partner, reseller, and distributor for global providers. Management selects a small number of partners to which they remain mutually loyal to over a long period.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The 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 following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The Group is profitable, with minimal external funding and has access to funds from the wider August Equity group should this be requried. On this basis, the Directors consider the going concern basis of accounting to be appropriate. 

Page 18

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 19

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Interest income

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

 
2.7

Finance costs

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

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 20

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

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

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 21

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20%
straight line
Office equipment
-
20%
straight line
Computer equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 22

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

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

 
2.19

Financial instruments

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors and loans from related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 23

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There is considered to be no key source of estimation uncertainty. 


4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
2,915,714
2,729,487

Rest of Europe
1,468,741
1,019,944

Rest of the world
10,103,097
8,466,391

14,487,552
12,215,822



5.


Other operating income

2023
2022
£
£

Other operating income
-
26,000

Sundry income
2,168
2,438

Foreign exchange loss
-
(14,051)

2,168
14,387


Page 24

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
455,483
(24,902)

Depreciation
9,195
11,861


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
15,000
-


8.


Employees

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


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


Wages and salaries
1,220,214
1,285,353
33,103
14,588

Social security costs
13,607
18,377
4,810
2,013

Cost of defined contribution scheme
13,084
14,203
-
-

1,246,905
1,317,933
37,913
16,601


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


        2023
        2022
            No.
            No.







Employees
46
44

The parent Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)
Page 25

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
49,558
186,189

Amounts paid to third parties in respect of directors' services
566,287
317,027

615,845
503,216



10.


Interest receivable

2023
2022
£
£


Other interest receivable
29,263
5,150

29,263
5,150


11.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
11,093
6,968

Other interest payable
434
-

11,527
6,968

Page 26

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
455,597
300,575

Adjustments in respect of previous periods
-
36,809


455,597
337,384


Total current tax
455,597
337,384

Deferred tax


Origination and reversal of timing differences
(64,393)
88,089

Total deferred tax
(64,393)
88,089


Tax on profit
391,204
425,473

Factors affecting tax charge for the year

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

2023
2022
£
£


Profit on ordinary activities before tax
1,528,942
1,461,885


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
359,607
277,758

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
16,345
27,443

Higher rate taxes on overseas earnings
25,026
67,847

Adjustments to tax charge in respect of prior periods
(9,763)
36,809

Other timing differences leading to an increase (decrease) in taxation
(11)
11,365

Other differences leading to an increase (decrease) in the tax charge
-
4,251

Total tax charge for the year
391,204
425,473

Page 27

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors that may affect future tax charges

The Company's overseas subsidiaries have deferred tax assets totalling £165,645 (2022 - £114,664) to offest future tax liabilities. 


13.


Dividends

2023
2022
£
£


Dividends declared on ordinary shares
73,500
72,000

73,500
72,000


14.


Exceptional items

2023
2022
£
£


Option buy back
-
100,000

-
100,000


15.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £19,698 (2022 - £78,937).

Page 28

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Intangible assets

Group and Company





Licence

£





At 1 January 2023
16,494


Disposals
(16,494)



At 31 December 2023

-





At 1 January 2023
16,494


On disposals
(16,494)



At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
-



Page 29

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
34,250
2,434
102,911
139,595


Additions
-
-
16,591
16,591


Disposals
(26,839)
(1,842)
(21,487)
(50,168)


Exchange adjustments
(4,002)
(284)
(9,667)
(13,953)



At 31 December 2023

3,409
308
88,348
92,065



Depreciation


At 1 January 2023
33,695
2,336
90,719
126,750


Charge for the year on owned assets
764
73
8,358
9,195


Disposals
(27,880)
(1,842)
(21,403)
(51,125)


Exchange adjustments
(3,954)
(275)
(8,235)
(12,464)



At 31 December 2023

2,625
292
69,439
72,356



Net book value



At 31 December 2023
784
16
18,909
19,709



At 31 December 2022
555
98
12,192
12,845

Page 30

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
1,554



At 31 December 2023
1,554





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Grove Information Systems Limited
Unit 4 Horizon Trade Park, Ring Way, Bounds Green, London, N11 2NW
Ordinary
100%
Grove South Africa Propietary Limited
Unit Q, Greenford Office Estate, Punters Way, Kenilworth, 7708, South Africa
Ordinary
100%
Grove Information Systems Kenya Limited
The Pride Rock, L.R. N. 1870/11/236, Donyo Sabuk Avenue, P.O. Box 69952-00400, Nairobi, Kenya
Ordinary
100%

Page 31

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Debtors

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


Trade debtors
1,566,500
2,112,776
-
-

Amounts owed by group undertakings
-
-
6,945
6,945

Other debtors
3,744,692
2,462,470
2,748,945
1,861,682

Prepayments and accrued income
3,189,057
2,367,818
-
-

Tax recoverable
769,181
784,170
613,333
613,333

Deferred taxation
165,645
114,664
-
-

9,435,075
7,841,898
3,369,223
2,481,960



20.


Cash and cash equivalents

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

Cash at bank and in hand
2,474,438
1,718,938
29,028
32,540

2,474,438
1,718,938
29,028
32,540


Page 32

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Creditors: Amounts falling due within one year

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

Bank loans
50,000
50,000
-
-

Other loans
2,857
4,073
-
-

Trade creditors
2,092,945
1,550,355
-
-

Amounts owed to group undertakings
-
-
3,347,548
2,152,815

Corporation tax
140,396
385,230
290
272,470

Other taxation and social security
11,635
124,150
-
-

Other creditors
11
-
-
-

Accruals and deferred income
5,747,993
5,181,072
15,000
-

8,045,837
7,294,880
3,362,838
2,425,285



The following liabilities were secured:
Group
Group
2023
2022
£
£

Bank loans
50,000
50,000

50,000
50,000

Details of security provided:

Bank loans are secured by a fixed and floating charge registered 15 July 2020 over all property and undertakings of the Group's subsidiary company, Grove Information Systems Limited. Interest accrues at 2.22% above Lloyds base rate.



Page 33

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
79,167
129,167

79,167
129,167



The following liabilities were secured:
Group
Group
2023
2022
£
£


Bank loans
79,167
129,167

79,167
129,167

Details of security provided:

Bank loans are secured by a fixed and floating charge registered 15 July 2020 over all property and undertakings of the Group's subsidiary company, Grove Information Systems Limited.  Interest accrues at 2.22% above Lloyds base rate.



Page 34

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
50,000
50,000

Other loans
2,857
4,073


52,857
54,073

Amounts falling due 1-2 years

Bank loans
50,000
50,000


50,000
50,000

Amounts falling due 2-5 years

Bank loans
29,167
79,167


29,167
79,167


132,024
183,240



24.


Financial instruments

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

Financial assets

Financial assets that are debt instruments measured at amortised cost
5,311,192
4,575,246
2,755,890
1,868,627


Financial liabilities

Financial liabilities measured at amortised cost
(7,840,949)
(6,731,427)
(3,362,548)
(2,152,815)


Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings and other debtors.


25.


Deferred taxation

Page 35

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
25.Deferred taxation (continued)


Group



2023
2022


£

£






At beginning of year
114,664
131,395


Charged to profit or loss
50,981
(16,731)



At end of year
165,645
114,664

Company


2023
2022





At beginning of year
-
-


Charged to profit or loss
-
-



At end of year
-
-



The deferred tax asset is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
-
(106)

Prepayments
165,645
114,770

165,645
114,664


26.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



680,000 (2022 - 680,000) B Ordinary shares of £0.0001 each
68
68
8,820,000 (2022 - 8,820,000) C Ordinary shares of £0.0001 each
882
882
500,000 (2022 - 500,000) D Ordinary shares of £0.0001 each
50
50

1,000

1,000


Page 36

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Reserves

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the Group.

Profit and loss account

This reserve includes all current and prior period retained profits and losses and net of distributions to shareholders.


28.


Prior year adjustment

As part of the prearation of the 2023 financial statements, one of the company's subsidiary entity's 2022 figures were restated. 
As this is the first year that Grove Solutions Limited has prepared consolidated financial statements, the 2022 Group results are not shown as restated, having never been presented in this format previously.


29.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £13,084 (2022 - £14,203). Contributions totalling £Nil (2022 - £Nil) were payable to the fund at the balance sheet date.


30.


Transactions with directors

Included in other debtors for Grove Solutions Limited is a balance of £2,693,405 (£1,861,682) which comprises the following interest free and repayable on demand loans to Directors:
P C G Witheridge - £2,248,689 (2022 - £1,733,689);
J Vintin - £357,993 (2022 - £102,623); and 
G Kemp - £86,723 (2022 - £25,370).
Also included in other debtors in the consolidated balances are various loans made by other group companies to P C G Witheridge totalling £719,280 (2022 - £479,535). The loans are interest free and repayable on demand.

Page 37

 
GROVE SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

31.


Related party transactions

During the year the company was charged for professional fees totalling £175,780 (2022 - £40,000) by Cloudmundi Limited. Cloudmundi Limited being a company controlled by P C G Witheridge, Director and majority shareholder.
A group company was also charged for professional fees and salary costs totaling £390,507 (2022 - £277,027) by Cloudmundi Limited.
Key management personnel
All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Company are considered to be key management personnel. Total remuneration in respect of these individuals is £774,015.


32.


Post balance sheet events

The company was acquired by Milo Bidco UK Limited on 27 August 2024 (see note 33).
On 27 September 2024 the Company granted fixed and floating charges to Glas Trust Corporation Limited as part of a group finance agreement. 


33.


Controlling party

During the year P C G Witheridge was the Group's controlling party by virtue of his ownership of the majority of the issued share capital of Grove Solutions Limited. 
Post year end Grove Solutions Limited was acquired by Milo Bidco UK Limited on 27 August 2024. The ultimate parent is considered to be Milo Topco Limited, a UK based entity, and the ultimate controlling party is considered to be August Equity Partners V General Partner LLP, incorporated in the United Kingdom.  The registered office is 10 Slingsby Place, St Martins Courtyard, London, WC2E 9AB.

 
Page 38