Adjaye Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 09922100 (England and Wales)
Adjaye Holdings Limited
Company Information
Director
D Adjaye
Secretary
L Tilley
Company number
09922100
Registered office
Edison House
223-231 Old Marylebone Road
London
England
NW1 5QT
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Adjaye Holdings Limited
Contents
Page
Strategic report
1 - 3
Director's report
4
Director's responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 32
Adjaye Holdings Limited
Strategic Report
For the year ended 31 December 2023
Page 1

The director presents the strategic report for the year ended 31 December 2023.

 

The Strategic Report contains an overview of the subsidiary company, Adjaye Associates Limited, being the whole trade and operations of the group.

 

Business Overview

 

Adjaye Associates works in the belief that architecture should represent and uplift the communities it serves. Meeting this ambition means building a coalition of designers, thinkers, and researchers that wholly represent those communities. As such, our practice is made up of a diverse team that consistently delivers architecture which champions representation at all levels.

 

The studio has built a robust reputation for both its built portfolio and intellectual and cross-cultural endeavors. Our built projects range in scale from private houses, exhibition designs, product designs, and temporary pavilions to major arts centres, landscape design, civic buildings, residential schemes, and large-scale masterplans. We are renowned in the architectural industry for research-driven solutions, an aesthetic built on eclectic material and colour palettes, as well as a capacity to offer rich civic experiences. Overall, our goal is to explore how architecture can act as a platform for storytelling, activating its power to build authentic narratives of place and people. The result is a practice portfolio of buildings that function not only as bold cultural symbols, but as significant social catalysts.

 

Our studio’s work reflects our team’s composition. Adjaye Associates cultivates an open office culture, where an approach of knowledge-sharing is universally encouraged and where everybody learns from each other. We pride ourselves on having a gender-balanced, ethnically diverse, international team where all knowledge systems are valued and used.

 

Projects and Pipeline

 

2023 was a commercially challenging year for the construction industry at large and this is reflected in our financial reporting for the period. Our position as one of the most diverse practices in the world, recognised for the representation we bring to architecture and for the quality and social impact of our work, together with our ability to be agile with our resourcing, is a resilient basis from which to recover from a temporary downturn.

 

An economic slowdown across many global economies led to delays on a number of significant projects in these markets. Our portfolio of work on the African continent has expanded, in line with GlobalData reporting on growth trends in emerging markets.

 

Progress continued on many international commissions and local contracts of varying scale and scope. Notable projects the practice completed in 2023 were the King Salman Park Visitor Centre in Riyadh, the George Street Plaza & Community Building in Sydney, Australia; 130 William, a residential skyscraper in New York City, USA; Sycamore & Oak, a community hub in the Congress Heights area of Washington DC, USA; and a commercial building in central London, UK. Our work receives positive recognition in the press and industry awards cycle.

 

The practice continued work on a number of major projects in the UK, Americas, the Middle East and African continent. A major new commission for The Kiran Nadar Museum of Art & Cultural Center, which will be the largest private art museum in India, was revealed at the 2023 Venice Biennale. The 100,000 sqm project is progressing on site. The practice won competitions for a major arts project in Saudia Arabia and a large scale residential project in France.

Adjaye Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 2
Significant Achievements

Adjaye Associates’ industry successes and recognitions in 2023 were a reflection of the strength and resilience of the studio’s global reputation as a practice that prioritises representation in the built environment. In April, David Adjaye’s innovative use of materiality was celebrated in ‘Alchemy’, a monograph published by Phaidon. The studio contributed to the 2023 Venice Biennale, curated by Lesley Lokko, with the installation of a black timber pyramid structure, Kwae, and a series of specially commissioned films about the studio’s work.

 

Hybrid Work

The company has retained its offer of a hybrid working pattern for our teams enabling flexible working. We have developed a model of working that meets the demands of our business as a world-leading design studio whilst responding to the work/life balance desired by a diverse international team. Our policies help us attract and retain the best possible candidates for the practice so we can continue to deliver exceptional projects.

Staff Training

Adjaye Associates’ management prides itself on supporting a skilled, professional, and flexible workforce. Team members are encouraged to develop their talents and skills with a view to increasing individual capabilities and opportunities. Practically, this translates into regular appraisals and reviews; RIBA and ARB accredited continuing professional development; further education and specific training programs; RIBA Part 3 support; and dedicated skills training and promotion for senior staff.

 

We encourage requests for training and development at all levels, provide regular REVIT/BIM Training and run a robust program of CPD (Continuous Professional Development), including mandatory sessions on CDM, Health & Safety and Regulatory issues. Our team is also supported through specific skills training. We fund training courses in part or fully as a wider ambition to enhance our staff’s wider career development, including soft-skills training around management, leadership, and presentation skills.

Equality, Diversity and Inclusion

Adjaye Associates has intentionally composed a diverse team of architects, interior architects, researchers, and project managers. The practice’s commitment to diversity is far-reaching and is the founding principle on which the studio is built. We advocate, and are committed to, consistently ensuring that an inclusive and diverse team is supported. As such, we support and engage with groups including the Paradigm Network to ensure opportunities reach the widest possible pool of typically underrepresented candidates.

 

Adjaye Associates is composed of a diverse, gender-balanced team with 21 different nationalities represented in our studio . This diversity is represented at all levels of seniority, from entry level designers through to Part 3 architects, project leaders and senior management. We understand that achieving this level of representation does not happen without the appropriate training, mentorship, and progression programs – both formal and informal. The company encourages this culture of progression, enabling all members of staff the opportunities to access higher level positions.

Financial Review and Key Performance Indicators (KPIs)

In 2023, the company maintained strong performance with a turnover of £17m, driven by ongoing international projects. Gross margin percentage remained steady year-on-year, in line with the change in turnover. However, the overall profit before tax margin excluding exceptional items fell to 4% (from 12% in 2022) due to global economic challenges. Despite these difficulties, this was a commendable result in a commercially challenging year.

 

The average headcount decreased to 85 staff members (down from 96 in 2022), while turnover per employee remained stable at £202k (compared to £213k in 2022), which is above the industry average. Despite the economic uncertainty, strong reserves were maintained through steady cost management, accurate forecasting, and effective working capital management.

Adjaye Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 3
Principal Risks and Uncertainties


Project Pipeline

Having sufficient projects to ensure long term financial sustainability is managed by proactively seeking new business opportunities, exploring new and emerging markets and implementing cost control and cash flow forecasting.

 

Recruitment Shortages

Thanks to Adjaye Associates’ longstanding and visible track record on diversity in recruitment, our practice continued to enjoy high levels of candidate interest across all staff levels and will continue to build on our recruitment achievements through our practice’s messaging and by shaping an environment that attracts and retains talent.

 

Financial Risk 

Credit risk is mitigated through constant monitoring of debtors and regular project reviews, to ensure that corrective action is taken before debt becomes overdue. Liquidity risk is managed through detailed cash flow projections, which enable the company to maintain appropriate levels of working capital to meet its financial obligations as they fall due and protect itself against short-term adverse fluctuations in market risk.

 

Currency risk arises from the revenue that the company earns from contracts denominated in non-Sterling currencies. The company manages this exposure by matching revenues and costs in the same currencies, and then converting excess cash balances in foreign currencies into Sterling as soon as is practicable.

 

Future Developments

We are committed to creating a nurturing environment where everyone is supported and has the freedom to be individuals. We are proud to have built a global practice that actively recruits from underrepresented and diverse groups. We are continually looking at how our studio can serve as an incubator for diverse talent and future leaders in the UK, USA and Africa, by giving opportunities to work on extraordinary projects of all scales in many different geographies and contexts. We are especially proud of our working collaboration with our studio in Accra, Ghana, where we are leveraging valuable global project experience for many young architects and supporting teams in this thriving and expanding creative economy.

Despite an unsettled period, we are optimistic about the resilience of the practice, as we continue to deliver projects around the world. This, together with our ongoing operational soundness, will allow the practice to focus exclusively on quality of output, the health and wellbeing of our staff, and seeking out ways to continue to deliver sustainable, representative architecture.

On behalf of the board

D Adjaye
Director
14 March 2025
Adjaye Holdings Limited
Director's Report
For the year ended 31 December 2023
Page 4

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company and group continued to be that of architects

Director

The director who held office during the year and up to the date of signature:

D Adjaye
Results and dividends

Ordinary dividends were paid amounting to £1,888,733. The director does not recommend payment of a further dividend.

Auditor

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

 

Strategic report

**The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of Principal Risks and Uncertainties and Future Developments.

Statement of disclosure to auditor

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

On behalf of the board
D Adjaye
Director
14 March 2025
Adjaye Holdings Limited
Director's Responsibilities Statement
For the year ended 31 December 2023
Page 5

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

 

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

 

 

The director is 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. He is 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.

Adjaye Holdings Limited
Independent Auditor's Report
To the Members of Adjaye Holdings Limited
Page 6
Opinion

We have audited the financial statements of Adjaye Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information 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.

Adjaye Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Adjaye Holdings Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

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

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 their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

 

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

 

Responsibilities of director

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

 

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

Adjaye Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Adjaye Holdings Limited
Page 8
Auditor's responsibilities for the audit of the financial statements

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

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

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Adjaye Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Adjaye Holdings Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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

including fraud is detailed below.

 

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

 

Our approach was as follows:

 

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

Use of our report

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

Robert Kersse
for and on behalf of Moore Kingston Smith LLP
14 March 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Adjaye Holdings Limited
Group Profit and Loss Account
For the year ended 31 December 2023
Page 10
2023
2022
Notes
£
£
Turnover
3
17,148,596
20,463,936
Cost of sales
(9,730,104)
(11,614,341)
Gross profit
7,418,492
8,849,595
Administrative expenses
(6,658,029)
(6,303,742)
Exceptional item
4
(1,461,125)
-
0
Operating (loss)/profit
5
(700,662)
2,545,853
Interest receivable and similar income
8
4,167
2,982
Interest payable and similar expenses
9
(23,844)
(26,679)
(Loss)/profit before taxation
(720,339)
2,522,156
Tax on (loss)/profit
10
382,253
376,442
(Loss)/profit for the financial year
(338,086)
2,898,598
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Adjaye Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2023
Page 11
2023
2022
£
£
(Loss)/profit for the year
(338,086)
2,898,598
Other comprehensive income
-
-
Total comprehensive income for the year
(338,086)
2,898,598
Total comprehensive income for the year is all attributable to the owners of the parent company.
Adjaye Holdings Limited
Group Balance Sheet
As at 31 December 2023
Page 12
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
12
251,130
281,645
Tangible assets
13
278,024
298,280
529,154
579,925
Current assets
Debtors
16
9,258,399
8,014,426
Cash at bank and in hand
2,222,538
5,614,495
11,480,937
13,628,921
Creditors: amounts falling due within one year
17
(7,335,142)
(7,247,946)
Net current assets
4,145,795
6,380,975
Total assets less current liabilities
4,674,949
6,960,900
Creditors: amounts falling due after more than one year
18
(161,297)
(240,429)
Provisions for liabilities
Provisions
21
(20,000)
-
0
(20,000)
-
Net assets
4,493,652
6,720,471
Capital and reserves
Called up share capital
23
1,000
1,000
Profit and loss reserves
4,492,652
6,719,471
Total equity
4,493,652
6,720,471
The financial statements were approved and signed by the director and authorised for issue on 14 March 2025
14 March 2025
D Adjaye
Director
Adjaye Holdings Limited
Company Balance Sheet
As at 31 December 2023
31 December 2023
Page 13
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
1,000
1,000
Current assets
Debtors
16
483
483
Cash at bank and in hand
442
562
925
1,045
Creditors: amounts falling due within one year
17
(1,150)
(1,150)
Net current liabilities
(225)
(105)
Net assets
775
895
Capital and reserves
Called up share capital
23
1,000
1,000
Profit and loss reserves
(225)
(105)
Total equity
775
895

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,888,613 (2022 - £1,943,885 profit).

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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 and signed by the director and authorised for issue on 14 March 2025
14 March 2025
D Adjaye
Director
Company Registration No. 09922100 (England and Wales)
Adjaye Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2023
Page 14
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1,000
5,764,843
5,765,843
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
2,898,598
2,898,598
Dividends
11
-
(1,943,970)
(1,943,970)
Balance at 31 December 2022
1,000
6,719,471
6,720,471
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(338,086)
(338,086)
Dividends
11
-
(1,888,733)
(1,888,733)
Balance at 31 December 2023
1,000
4,492,652
4,493,652
Adjaye Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2023
Page 15
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1,000
(20)
980
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
1,943,885
1,943,885
Dividends
11
-
(1,943,970)
(1,943,970)
Balance at 31 December 2022
1,000
(105)
895
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
1,888,613
1,888,613
Dividends
11
-
(1,888,733)
(1,888,733)
Balance at 31 December 2023
1,000
(225)
775
Adjaye Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2023
Page 16
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
27
(2,389,466)
5,251,801
Interest paid
(23,844)
(26,679)
Income taxes refunded/(paid)
1,284,974
(759,779)
Net cash (outflow)/inflow from operating activities
(1,128,336)
4,465,343
Investing activities
Purchase of tangible fixed assets
(104,418)
(223,152)
Repayment of loans
-
(8,970)
Interest received
4,167
2,982
Net cash used in investing activities
(100,251)
(229,140)
Financing activities
Repayment of bank loans
(50,000)
(50,000)
Payment of finance leases obligations
(224,637)
(210,315)
Dividends paid to equity shareholders
(1,888,733)
(1,943,970)
Net cash used in financing activities
(2,163,370)
(2,204,285)
Net (decrease)/increase in cash and cash equivalents
(3,391,957)
2,031,918
Cash and cash equivalents at beginning of year
5,614,495
3,582,577
Cash and cash equivalents at end of year
2,222,538
5,614,495
Adjaye Holdings Limited
Notes to the Group Financial Statements
For the year ended 31 December 2023
Page 17
1
Accounting policies
Company information

Adjaye Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Edison House, 223-231 Old Marylebone Road, London, NW1 5QT.

 

The group consists of Adjaye Holdings Limited 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.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Adjaye Holdings Limited 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 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

1.3
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Management have modelled the company's cash flows using different scenarios, considering the timing of ongoing projects, outgoings to subcontractors and variability on other costs. The director has provided a letter of support, confirming their personal financial support should the company require it. Therefore the director is confident that the business can meet its liabilities as they fall due for at least 12 months from the date of signing of these financial statements.

 

On the basis of the above, the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 18
1.4
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Services provided but which had not been billed at the balance sheet date have been recognised as revenue. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the firm and the revenue can be reliably measured. Revenue recognition in this manner is based on an assessment of the fair value of the services provided at the balance sheet date where there exists an agreed right to receive consideration for work undertaken.

 

Revenue from a contract to provide services is recognised in the period in which the services are provided using the percentage of completion method over the life of the project. This is based on the direct labour cost to date as a percentage of the total expected direct labour cost.

 

Accrued income is included in the financial statements as a current asset. Payments received on account of unbilled work are set off against accrued income in the balance sheet.

 

Income which is billed for work to be carried out at a future date or in advance of providing other services where a liability exists at the balance sheet date to fulfil specific future obligations, is treated as deferred income and included in current liabilities.

1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently
measured at cost less accumulated amortisation and accumulated impairment losses.

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

Computer Software
20% and 33% on straight line basis
1.6
Tangible fixed assets

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

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:

Plant and machinery
20% and 33% on straight line basis

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.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 19
1.7
Fixed asset investments

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

 

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

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

1.8
Impairment of fixed assets

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

 

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

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

 

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

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

1.9
Cash and cash equivalents

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

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 20
1.10
Financial instruments

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

 

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

 

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

Basic financial assets

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

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.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 21
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

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

1.12
Taxation

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

Current tax

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

1.13
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 22
1.14
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.

1.15
Retirement benefits

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

1.16
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.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 23
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

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.

Valuation of incomplete work in progress and amounts recoverable on long term contracts

Revenue from contracts to provide services is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones in the contract and the time spent to date compared to the total time expected to be required to undertake the contract. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review. These estimates may differ from the actual results due to a variety of factors such as efficiency of working, accuracy of assessment of progress to date and client decision making.

Amortisation

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. See note 10 for the carrying amount of the intangible assets and note 1.4 for the useful economic lives for each class of asset.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
Africa
1,450,590
261,413
Americas
641,409
398,488
Asia
891,546
4,826,184
Australasia
102,482
106,864
Europe
75,095
101,051
Middle East
13,003,166
14,085,437
UK
984,308
684,499
17,148,596
20,463,936
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
3
Turnover and other revenue
(Continued)
Page 24
2023
2022
£
£
Other revenue
Interest income
4,167
2,982

All turnover is from rendering of services.

4
Exceptional item
2023
2022
£
£
Expenditure
Provision against withholding tax debtors
1,461,125
-

During the year, the group reviewed the position of claims for withholding taxes from foreign jurisdictions and has provided against those claims where there is either a limited or no chance of further recovery of these amounts.

5
Operating (loss)/profit
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging:
Exchange losses
345,575
8,947
Depreciation of owned tangible fixed assets
124,674
110,769
Amortisation of intangible assets
189,256
179,936
Operating lease charges
474,355
469,566
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
43,890
36,000
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 25
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Architechs
63
74
-
-
Admin
14
14
-
-
Comms & Graphics
5
5
-
-
Research
3
3
-
-
Total
85
96
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
5,051,135
6,018,198
-
0
-
0
Social security costs
525,178
761,879
-
-
Pension costs
129,737
210,397
-
0
-
0
5,706,050
6,990,474
-
0
-
0

No remuneration was paid to the director.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
4,167
2,982
9
Interest payable and similar expenses
2023
2022
£
£
Other finance costs:
Other interest
23,844
26,679
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 26
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(382,253)
(376,442)

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

2023
2022
£
£
(Loss)/profit before taxation
(720,339)
2,522,156
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(169,280)
479,210
Tax effect of expenses that are not deductible in determining taxable profit
4,692
8,157
Capital allowances in excess of depreciation
4,596
5,195
Depreciation on assets not qualifying for tax allowances
-
21,047
Other non-reversing timing differences
(6,571)
(6,902)
R&D Tax Credits
(382,253)
(964,290)
Other differences
166,563
81,141
Taxation credit
(382,253)
(376,442)
11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
1,888,733
1,943,970
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 27
12
Intangible fixed assets
Group
Computer Software
£
Cost
At 1 January 2023
696,809
Additions
158,741
Disposals
(383,725)
At 31 December 2023
471,825
Amortisation and impairment
At 1 January 2023
415,164
Amortisation charged for the year
189,256
Disposals
(383,725)
At 31 December 2023
220,695
Carrying amount
At 31 December 2023
251,130
At 31 December 2022
281,645
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
13
Tangible fixed assets
Group
Plant and machinery
£
Cost
At 1 January 2023
782,932
Additions
104,418
At 31 December 2023
887,350
Depreciation and impairment
At 1 January 2023
484,652
Depreciation charged in the year
124,674
At 31 December 2023
609,326
Carrying amount
At 31 December 2023
278,024
At 31 December 2022
298,280
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
13
Tangible fixed assets
(Continued)
Page 28
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,000
1,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1,000
Carrying amount
At 31 December 2023
1,000
At 31 December 2022
1,000
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Adjaye Associates Limited
Edison House, 223-231 Old Marylebone Road, London, NW1 5QT
Ordinary
100
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,634,516
2,258,082
-
0
-
0
Corporation tax recoverable
1,012,155
1,914,876
-
0
-
0
Amounts owed by group undertakings
-
500
483
483
Other debtors
655,582
2,993,041
-
0
-
0
Prepayments and accrued income
956,146
847,927
-
0
-
0
9,258,399
8,014,426
483
483
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 29
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
19
50,000
50,000
-
0
-
0
Obligations under finance leases
20
128,345
165,109
-
0
-
0
Trade creditors
1,589,953
1,075,214
-
0
-
0
Other taxation and social security
119,105
437,223
-
-
Other creditors
718,204
497,039
-
0
-
0
Accruals and deferred income
4,729,535
5,023,361
1,150
1,150
7,335,142
7,247,946
1,150
1,150

Within deferred income, the group has a performance bond in favour of one of its clients in Saudi Arabia. This bond, of SAR905,114, is contingent on Adjaye Associates being able to produce the deliverables agreed as per the contract.

18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
87,500
137,500
-
0
-
0
Obligations under finance leases
20
73,797
102,929
-
0
-
0
161,297
240,429
-
-
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
137,500
187,500
-
0
-
0
Payable within one year
50,000
50,000
-
0
-
0
Payable after one year
87,500
137,500
-
0
-
0

The group's bank borrowings are secured by a debenture comprising fixed and floating charges over all the group's assets.

The financing facility relates to a £250,000 Fixed rate loan agreement as part of the Coronavirus Business Interruption Loan Scheme. Interest is charged at the Base Rate plus 2.96% on the drawn-down amount. The fixed rate period is 60 months, with the final repayment date being 72 months after the Loan is drawn. This will be paid in monthly instalments of £4,167.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 30
20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
128,345
165,109
-
0
-
0
In two to five years
73,797
102,929
-
0
-
0
202,142
268,038
-
-

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

21
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Dilapidations
20,000
-
-
-
Group
£
Additional provisions in the year
20,000
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
129,737
210,397

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.

 

The group had unpaid pension contributions of £nil (2022: £27,963) at year end.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 31
24
Operating lease commitments
Lessee

 

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
274,869
449,439
-
-
Between two and five years
3,174
262,173
-
-
278,043
711,612
-
-
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
517,468
1,300,826

At the end of the year £137,622 (2022: £456,607) included in other debtors was owed from companies under common control.

 

During the year, the company made sales of £1,063,812 (2022: £311,615) to companies under common control and purchases of £348,290 (2022: £413,048) from companies under common control.

 

The group has taken advantage of the exemption available in accordance with FRS 102 section 33 'Related Party Disclosures' not to disclose transactions entered into between two or more members of a group, as the company has a wholly owned subsidiary undertaking of the company which it is party to the transactions.

26
Controlling party

The ultimate controlling party is D Adjaye by virtue of his majority shareholding.

Adjaye Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 32
27
Cash (absorbed by)/generated from group operations
2023
2022
£
£
(Loss)/profit for the year after tax
(338,086)
2,898,598
Adjustments for:
Taxation credited
(382,253)
(376,442)
Finance costs
23,844
26,679
Investment income
(4,167)
(2,982)
Amortisation and impairment of intangible assets
189,256
179,936
Depreciation and impairment of tangible fixed assets
124,674
110,769
Increase in provisions
20,000
-
Movements in working capital:
(Increase)/decrease in debtors
(2,146,694)
2,187,129
Decrease in creditors
(549,653)
(993,716)
Increase in deferred income
673,613
1,221,830
Cash (absorbed by)/generated from operations
(2,389,466)
5,251,801
28
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
5,614,495
(3,391,957)
2,222,538
Borrowings excluding overdrafts
(187,500)
50,000
(137,500)
Obligations under finance leases
(268,038)
65,896
(202,142)
5,158,957
(3,276,061)
1,882,896
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