Company registration number 09175922 (England and Wales)
ADS TECHNOLOGY SOLUTIONS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ADS TECHNOLOGY SOLUTIONS UK LIMITED
COMPANY INFORMATION
Director
A Almehairi
(Appointed 29 November 2024)
Company number
09175922
Registered office
9th floor
125 Old Broad Street
London
England
EC2N 1AR
Auditor
Cook & Partners Ltd
Manufactory House
Bell Lane
Hertford
Hertfordshire
SG14 1BP
ADS TECHNOLOGY SOLUTIONS UK LIMITED
CONTENTS
Page
Director's report
1 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 29
ADS TECHNOLOGY SOLUTIONS UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director presents his annual report and financial statements for ADS Technology Solutions UK Limited (the "Company") for the year ended 31 December 2023.
Principal activities
The Company provides IT solutions for brokerage entities within the ADS group.
Results and dividends
The profit for the year, before taxation, amounted to £482,878 (2022: £659,537). Net assets at the statement of financial position date were £1,217,636 (2022: £848,810).
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
H James
(Appointed 28 September 2023 and resigned 3 May 2024)
T Papathanasiou
(Resigned 28 September 2023)
K Sehnaoui
(Appointed 3 May 2024 and resigned 29 November 2024)
A Almehairi
(Appointed 29 November 2024)
Qualifying third party indemnity provisions
There are no qualifying third-party indemnity provisions.
Director's insurance
In line with market practice, the Company has in place an annually renewable director and officers insurance cover. There are no qualifying third-party indemnity provisions.
Financial instruments
The Company’s financial instruments comprise trade and other receivables and trade and other payables that arise directly from its operations. The main financial risks arising from these financial instruments are credit and liquidity risk.
Details of the financial risk management objectives and policies of the Company and exposure to credit and liquidity risks are given in the notes to the financial statements.
Auditor
Cook & Partners Ltd were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statement of director's responsibilities
The director is responsible for preparing the director's report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare financial statements in accordance with International Financial Reporting Standards (IFRSs) in conformity with the requirements of the Companies Act 2006. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the director is required to:
select suitable accounting policies for the Company's financial statements and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Going Concern
The Company is dependent on its parent company, ADS Securities LLC, to provide ongoing financial support. ADS Securities LLC has committed to provide, if needed, adequate financial assistance to enable the Company to continue its business operations as a going concern for a period of at least twelve months from the signing of the financial statements. The Company recognises transfer pricing revenue, representing the mark up charged to ADS Securities LLC applied to costs under the group’s transfer pricing policy, as the costs are incurred. The Company does not envisage any capital injections in 2024 but will continue to utilise the transfer pricing for a further 12 months from the signing of the financial statements.
The company continues to monitor the conflict between Ukraine and Russia. Whilst this conflict does not have any material impact on the day to day operations of the company, the management team continue to monitor the events and will react accordingly should the need arise. On an ongoing basis the director assesses the business performance.
Prior to the signing of the financial statements, the director has carried out a going concern assessment for the Company. The Company has the support of its parent Company, ADS Securities LLC. The directors have considered reasonable and plausible downturn scenarios including a weakness in relevant markets which could result in reduced trading activity by both the Company’s and the parent company’s customers and, therefore could have a material adverse effect on the ability or willingness of the parent company to provide financial support to the Company. Furthermore, delays relating to the implementation of a new trading platform may inhibit the Company’s ability to generate the desired level of returns.
As the Company is reliant on its Parent Company for financial support which is not guaranteed, a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business.
However, the director is comfortable that the parent company will continue to support the Company’s business operations for a period of at least twelve months from the signing of the financial statements and therefore considers the use of the going concern basis of accounting in the preparation of the financial statements is appropriate. The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.
Small companies note
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
Significant events during the year
There has been no significant event during the year.
On behalf of the board
A Almehairi
Director
17 April 2025
ADS TECHNOLOGY SOLUTIONS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ADS TECHNOLOGY SOLUTIONS UK LIMITED
- 4 -
Opinion
We have audited the financial statements of ADS Technology Solutions UK Limited (the 'Company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the 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 UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicablelaw. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Material uncertainty relating to going concern
We draw attention to note 1.2 in the financial statements which indicates that the Company is reliant on the financial support of its parent company which is not guaranteed. As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the
relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The 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.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ADS TECHNOLOGY SOLUTIONS UK LIMITED
- 5 -
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of our audit:
the information given in the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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:
ADS TECHNOLOGY SOLUTIONS UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ADS TECHNOLOGY SOLUTIONS UK LIMITED
- 6 -
Auditors approach to assessing the risks of material misstatement due to irregularities, including fraud:
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity. The following laws and regulations are considered to be significant to the entity:
We assessed the risks of material misstatement in respect of fraud as follows:
Discussed the risk of material misstatement due to irregularities, including fraud with management at the planning stage to confirm that risks had been adequately identified and that the controls in place are sufficient for the size and nature of the business to reduce those risks to an acceptably low level.
We considered the risk of fraud through management override of controls, a common risk in a company of this size and nature, in response; we incorporated testing of manual journal entries into our audit approach and undertook a purely substantive approach to the audit with no reliance placed on controls.
Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above:
International Financial Reporting Standards, Companies Act 2006 and UK General Data Protection Regulation. The audit team all have a good understanding of the requirements under these laws and regulations common to most trading businesses and were alert throughout the audit to any potential instances of non-compliance.
Further, at both the planning and completion stage of the audit enquiries where made of management regarding any known instances of fraud or non-compliance with laws and regulations
We consider that the work detailed above has ensured that the likelihood of detection of irregularities including fraud is considered to be high both at management level and during our audit approach. It is however worth noting that there is an inherent difficulty in detecting irregularities and there is no guarantee that all irregularities have been identified.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ADS TECHNOLOGY SOLUTIONS UK LIMITED
- 7 -
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Jeff Oliver
Senior Statutory Auditor
For and on behalf of Cook & Partners Ltd
17 April 2025
Chartered Accountants
Statutory Auditor
Manufactory House
Bell Lane
Hertford
Hertfordshire
SG14 1BP
ADS TECHNOLOGY SOLUTIONS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Revenue
3
8,400,138
7,254,907
Gross profit
8,400,138
7,254,907
Administrative expenses
(7,900,656)
(6,595,370)
Operating profit
4
499,482
659,537
Finance costs
8
(16,604)
Profit before taxation
482,878
659,537
Income tax expense
9
(114,052)
(121,520)
Profit and total comprehensive income for the year
368,826
538,017
The comprehensive income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 29 form part of these financial statements.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
Non-current assets
Property, plant and equipment
10
827,854
Other receivables
11
475,189
Deferred tax asset
16
2,025
10,820
1,305,068
10,820
Current assets
Trade and other receivables
11
6,373,199
3,426,497
Cash and cash equivalents
123,553
6,496,752
3,426,497
Current liabilities
Trade and other payables
14
5,582,343
2,422,181
Current tax liabilities
105,257
166,326
Lease liabilities
15
363,663
6,051,263
2,588,507
Net current assets
445,489
837,990
Non-current liabilities
Lease liabilities
15
532,921
Net assets
1,217,636
848,810
Equity
Called up share capital
20
1
1
Retained earnings
1,217,635
848,809
Total equity
1,217,636
848,810
The notes on pages 12 to 29 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 17 April 2025 and are signed on its behalf by:
A Almehairi
Director
Company registration number 09175922
ADS TECHNOLOGY SOLUTIONS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2022
1
310,792
310,793
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
538,017
538,017
Balance at 31 December 2022
1
848,809
848,810
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
368,826
368,826
Balance at 31 December 2023
1
1,217,635
1,217,636
The notes on pages 12 to 29 form part of these financial statements.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
346,937
(76,520)
Income taxes refunded
76,520
Net cash inflow/(outflow) from operating activities
346,937
-
Investing activities
Purchase of property, plant and equipment
(24,240)
Net cash used in investing activities
(24,240)
-
Financing activities
Payment of lease liabilities
(199,144)
Net cash used in financing activities
(199,144)
-
Net increase in cash and cash equivalents
123,553
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
123,553
The notes on pages 12 to 29 form part of these financial statements.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
ADS Technology Solutions UK Limited (the "Company") is a limited company incorporated on 14 August 2014 and domiciled in the UK. The registered office is located at 9th Floor, 125 Old Broad Street, London, England, EC2N 1AR.
The principal activity of the Company is to provide IT solutions for brokerage entities within the ADS group.
1.1
Accounting convention
The principal accounting policies adopted in the preparation of the financial statements are set out in this note. The policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs).
The preparation of financial statements in compliance with adopted IFRSs requires the use of certain critical accounting estimates. It may require the director to exercise judgement in applying the Company's accounting policies. (The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 2).
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.
Changes in accounting policies
a) New standards, interpretations and amendments adopted
The following amendments are effective for the period beginning 1 January 2023:
Amendments to IFRS 17 Insurance Contracts;
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
Definition of Accounting Estimates (Amendments to IAS 8); and
Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).
International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) (issued on 23 May 2023 with immediate effectiveness);
International Tax Reform - Pillar Two Model Rules (Amendments to the 'IFRS for SMEs' Standard) (issued on 29 September 2023 with immediate effectiveness)
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
b) New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7);
Non-current Liabilities with Convenants (Amendments to IAS 1 Presentation of Financial Statements);
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1);
Classification of Liabilities as Current or Non-current - Deferral of Effective Date (Amendment to IAS 1);
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information; and
IFRS S2 Climate-related Disclosures.
The Company is currently assessing the impact of these new accounting standards and amendments. The Company does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the group.
1.2
Going concern
The Company is dependent on its parent company, ADS Securities LLC, to provide ongoing financialtrue support. ADS Securities LLC has committed to provide, if needed, adequate financial assistance to enable the Company to continue its business operations as a going concern for a period of at least twelve months from the signing of the financial statements. The Company recognises transfer pricing revenue, representing the mark up charged to ADS Securities LLC applied to costs under the group’s transfer pricing policy, as the costs are incurred. The Company does not envisage any capital injections in 2024 but will continue to utilise the transfer pricing for a further 12 months from the signing of the financial statements.
The Company continues to monitor the conflict between Ukraine and Russia. Whilst this conflict does not have any material impact on the day to day operations of the company, the management team continue to monitor the events and will react accordingly should the need arise. On an ongoing basis the director assesses the business performance.
Prior to the signing of the financial statements, the director has carried out a going concern assessment for the Company. The Company has the support of its parent Company, ADS Securities LLC. The directors have considered reasonable and plausible downturn scenarios including a weakness in relevant markets which could result in reduced trading activity by both the Company’s and the parent company’s customers and, therefore could have a material adverse effect on the ability or willingness of the parent company to provide financial support to the Company.
As the Company is reliant on its Parent Company for financial support which is not guaranteed, a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business.
However, the director is comfortable that the parent company will continue to support the Company’s business operations for a period of at least twelve months from the signing of the financial statements and therefore considers the use of the going concern basis of accounting in the preparation of the financial statements is appropriate. The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Revenue
Performance obligations and timing of revenue recognition
All the Company's revenue is derived from a service level agreement to reimburse the Company's costs for staff who are employed by the firm to provide outsourced services for an affiliate entity within the ADS Group, ADS Securities LLC. The revenue is recognised by the Company at the same point that the related service is delivered, and the related cost incurred.
There is limited judgement needed in identifying the point in time when the services are received.
Determining the transaction price
Revenue is derived from costs for staff and as such are determined by the relevant cost. There are no exceptions to this.
1.4
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.
Depreciation is provided to write off the cost or valuation, less estimated residual values, of all property plant and equipment evenly over their expected useful lives. It is calculated at the following rates:
Leasehold land and buildings
Over the term of the lease
Fixtures and fittings
33% per annum straight line
Computer equipment
33% per annum straight line
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.
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.
1.5
Financial assets
The Company classifies its financial assets into one of the categories set out below, depending on the purpose for which the assets were acquired. The Company's accounting policy for each category is as follows:
Financial assets at fair value through profit or loss
This category comprises derivative financial instruments which are not designated as hedging instruments, but the Company does not have any such assets, nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
Financial assets held at amortised cost
These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Date of recognition
Financial assets and liabilities are carried in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. The Company recognises regular purchases and disposals of financial assets and liabilities by the trade date.
Following the initial recognition, an expected credit loss (ECL) allowance is recognised for financial assets measured at amortised cost (AC), resulting in an accounting loss being recognised immediately after the asset is initially recognised.
Impairment of financial assets
The Company assesses on a forward-looking basis the ECL for debt instruments measured at amortised cost. The Company measures ECL and recognizes credit loss allowance at each reportingdate. All financial assets assessed under this model are immaterial to the financial statements.
The Company applies a "three stage" model for impairment in accordance with IFRS9, based on changes in credit quality since initial recognition:
1) Financial assets that are in stage 1 are those that do not have a significant increase in credit risk since initial recognition. Financial assets in stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months (12 month ECL).
2) If the Company identifies a significant increase in credit risk (SICR) since initial recognition, the asset is transferred to stage 2 and its ECL is measured based on ECL on a lifetime basis (lifetime ECL).
3) If the Company determines that a financial asset is credit-impaired, the asset is transferred to stage 3 and its ECL is measured as a lifetime ECL.
The possible indicators in respect of the transition from recognising 1 month expected credit losses (Stage 1) to a significant increase in credit risk (Stage 2) and finally to recognise a credit impaired financial asset (Stage 3), are detailed below. The focus is on the changes in the risk of a default.
Possible indicators:
Credit rating changes;
Changes in external market indicators of credit risk;
Significant changes in the operating results or financial position of the borrower;
Changes in the borrowers regulatory, economic or technical environment; and
Changes in the support available to the entity (from its parent for example).
1.6
Financial liabilities
The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.
Financial liabilities at fair value through profit or loss
This category comprises derivative financial instruments held for hedging purpose, but the Company does not have any such liabilities nor has it designated any financial liabilities as being at fair value through profit or loss.
Other financial liabilities
Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.7
Equity instruments
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
The Company ordinary shares are classified as equity instruments.
Called up share capital represents the nominal value of shares that have been issued.
Accumulated profit represents all current and prior period accumulated profits.
1.8
Taxation
Current tax
Corporation tax on the profit or loss for the years presented, comprising current tax and deferred tax, is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using rates enacted or substantively enacted at the statement of financial position date and any adjustment to tax payable in respect of previous years.
Deferred tax
Deferred tax is provided for temporary differences, at the statement of financial position date, between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognised for all deductible temporary differences and unused tax losses only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:
The initial recognition of goodwill, and
The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
1.9
Retirement benefits
Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the year to which they relate.
1.10
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.11
Foreign currency translation
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 the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
2
Critical accounting estimates and judgements
In the application of the company’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, 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.
The directors deem there to be no significant estimates or judgements to be applied to the accounting policies in preparing these accounts.
3
Revenue
Revenue arises solely from the Company’s service level agreement in place with an affiliate entity, ADS Securities LLC to provide IT development work. The directors consider there to be only one geographic market, the United Arab Emirates.
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Depreciation of property, plant and equipment
109,184
47,792
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
27,846
19,800
For other services
Accounts preparation services
-
7,204
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Director
1
1
Sales, back office, and administration
21
26
Total
22
27
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 19 -
Staff costs (including director's) were as follows:
2023
2022
£
£
Wages and salaries
3,353,052
3,853,511
Social security costs
421,593
515,583
Pension costs
261,836
289,245
4,036,481
4,658,339
7
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, namely the directors who held office during the year.
Aggregate director's remuneration comprised of the following:
2023
2022
£
£
Remuneration for qualifying services
349,438
446,706
Company pension contributions to defined contribution schemes
13,127
11,668
The highest paid director received remuneration of £349,438 (2022: £268,872).
8
Finance costs
2023
2022
£
£
Interest on lease liabilities
16,604
-
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
9
Income tax expense
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
105,257
133,692
Adjustments in respect of prior periods
(1,352)
Total UK current tax
105,257
132,340
Deferred tax
Origination and reversal of temporary differences
9,409
(8,223)
Changes in tax rates
(614)
(2,597)
8,795
(10,820)
Total tax charge
114,052
121,520
The tax assessed for the year is lower than (2022: lower than) the standard rate of corporation tax in the UK of 23.52% (2022: 19%). The differences are explained below:
2023
2022
£
£
Profit before taxation
482,878
659,537
Expected tax charge based on a corporation tax rate of 23.52% (2022: 19.00%)
113,573
125,312
Effect of expenses not deductible in determining taxable profit
1,093
157
Adjustment in respect of prior years
(1,352)
Remeasurement of deferred tax for changes in tax rates
(614)
(2,597)
Taxation charge for the year
114,052
121,520
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2022 and 1 January 2023
14,592
33,200
47,792
Additions
912,660
1
24,377
937,038
At 31 December 2023
912,660
14,593
57,577
984,830
Accumulated depreciation and impairment
At 1 January 2022 and 1 January 2023
14,592
33,200
47,792
Charge for the year
104,358
1
4,825
109,184
At 31 December 2023
104,358
14,593
38,025
156,976
Carrying amount
At 31 December 2023
808,302
-
19,552
827,854
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2023
2022
£
£
Net values at the year end
Property
801,827
-
Computer equipment
7,833
-
809,660
Depreciation charge for the year
Property
103,504
-
Computer equipment
1,306
-
104,810
-
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
11
Trade and other receivables
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Amounts owed by fellow group undertakings
6,302,261
3,422,679
Other receivables
294
2,519
475,189
-
Prepayments
70,644
1,299
-
-
6,373,199
3,426,497
475,189
-
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Other receivables due after more than one year includes £475,189 (2022: £Nil) relating to a security deposit associated to the property lease agreement and will be repaid to the Company at the end of the term of the lease in July 2026.
12
Trade receivables - credit risk
Fair value of trade receivables
The director considers that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
Credit risk for receivables from related parties has not increased significantly since their initial recognition, and therefore continues to be recognised as stage one under ECL measurement. See note for further details.
13
Fair value of financial liabilities
The director considers that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
14
Trade and other payables
2023
2022
£
£
Trade payables
272,434
Amounts owed to fellow group undertakings
4,756,444
1,776,669
Accruals
438,734
478,167
Other payables
114,731
167,345
5,582,343
2,422,181
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
15
Lease liabilities
2023
2022
Maturity analysis
£
£
Within one year
400,583
-
In two to five years
552,909
-
Total undiscounted liabilities
953,492
-
Future finance charges and other adjustments
(56,908)
-
Lease liabilities in the financial statements
896,584
-
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2023
2022
£
£
Current liabilities
363,663
Non-current liabilities
532,921
896,584
-
2023
2022
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
16,604
-
During the year, lease arrangements that were previously contracted to the parent undertaking were novated to the Company under the same terms and date of expiry.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Temporary differences
£
Balance at 1 January 2022
-
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(10,820)
Asset at 1 January 2023
(10,820)
Deferred tax movements in current year
Charge/(credit) to profit or loss
9,409
Effect of change in tax rate - profit or loss
(614)
Asset at 31 December 2023
(2,025)
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets where the director believes it is probable that these assets will be recovered.
Temporary differences consist of accelerated capital allowances, a liability of £2,930 (2022: £Nil), and retirement benefit obligations, an asset of £4,955 (2022: asset of £10,820).
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
17
Financial instruments - risk management
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
Fair values of financial assets and financial liabilities
Financial instruments that are measured subsequent to initial recognition at fair value are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All of the company's financial instruments in the current and prior year are grouped at level 3.
The fair values of financial assets and liabilities approximate to the carrying amounts shown in the statement of financial position.
2023
2022
£
£
Financial assets measured at amortised cost
Cash and cash equivalents
123,553
Trade and other receivables
6,373,199
3,426,497
6,496,752
3,426,497
Financial liabilities measured at amortised cost
Trade and other payables
5,582,343
2,422,181
5,582,343
2,422,181
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
17
Financial instruments - risk management
(Continued)
- 26 -
The Company is exposed through its operations to the following financial risks:
Credit risk
Liquidity risk
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This following notes to the financial statements regarding risk management describes the Company's objectives, policies and processes for managing those risks and the method used to measure them.
Further quantitative information in respect of these risks is presented throughout the financial statements. There have been no substantive changes in the Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated.
General objectives, policies and processes
The director determines the Company business strategy and risk appetite along with designing and implementing a risk management framework that recognises the risks that the business faces. He also determines how those risks may be mitigated and to assess, on an ongoing basis, the arrangements to manage those risks. The director regularly assesses current projections for profitability and capital management, business planning and risk management.
The director manages risks to which the Company is exposed through a framework of policy and procedures having regard to relevant laws, standards, principles and rules with the aim to operate a defined and transparent risk management framework. These policies and procedures are updated as required.
Exposures to the financial risks have been assessed, together with mitigating internal controls and procedures currently in place.
18
Credit risk
The Company is exposed to the credit risk on its exposure amount owed byfellow group undertakings, the maximum exposure to credit risk in 2023 is £6,302,261 (2022: £3,422,679). These balances are unsecured and are repayable on demand (no interest rate) as at year end. At the reporting date there are no amounts impaired or past due.
The company does not hold any collateral or other credit enhancements to cover this credit risk.
Significant increase in credit risk (SICR) - the SICR assessment is performed on an individual basis by monitoring the triggers detailed in note 1.5. The criteria used to identify the SICR are monitored and reviewed periodically for appropriateness by the Company's Risk Management Department.
The Company considers a financial instrument to have experienced an SICR when one or more of the following criteria have been met.
If there is evidence that the SICR criteria are no longer met, the instrument will be transferred back to stage 1.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
18
Credit risk
(Continued)
- 27 -
ECL measurement - description of estimation techniques
General principle
ECLs are generally measured based on the risk of default over one or two different time periods, depending on whether the credit risk of the borrower has increased significantly since initial recognition.
This approach can be summarized in a three-stage model for ECL measurement:
Stage 1 - a financial instrument that is not credit-impaired on initial recognition and its credit risk has not increased significantly since initial recognition, loss allowance is based on 12-month ECLs or on remaining contractual life if its less than 12-months period.
Stage 2 - if a SICR since initial recognition is identified, the financial instrument is moved to stage 2 but is not yet deemed to be credit-impaired, loss allowance is based on lifetime ECLs.
Stage 3 - if the financial instrument is credit-impaired, the financial instrument is then moved to stage 3 and loss allowance is based on lifetime ECLs.
ECL assessments on an individual basis are done by weighting the estimates of credit losses for different possible outcomes against the probabilities of each outcome. The Company defines at least two possible outcomes for each instrument, one of which leads to credit loss in spite of the probability of such a scenario.
19
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient liquid assets to meet its financial obligations as they fall due. The Company has financial liabilities as per note 14, these fall due for payments within one year.
The procedures currently in place have been deemed appropriate and sufficient by the director of the Company.
The following table details the company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.
3 months or less
3 - 12 months
1 -2 years
2 - 5 years
Total
£
£
£
£
£
At 31 December 2022
Trade and other payables
2,422,181
-
-
-
2,422,181
At 31 December 2023
Trade and other payables
5,582,343
-
-
-
5,582,343
Leases
100,146
300,438
400,583
152,325
953,492
5,682,489
300,438
400,583
152,325
6,535,835
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
of £1 each
1
1
1
1
The ordinary share is entitled to discretionary dividends. On winding up or other return of capital, the ordinary share is entitled to repayment of capital ranking above any other future classes issued. The holders of the ordinary share are entitled to vote at any general meeting of the Company.
21
Events after the reporting date
On 15 December 2023, the Company's sister company, ADS Securities London Limited, passed a special resolution to wind up and a voluntary liquidator was appointed. This is a non-adjusting event, as the financial impact on the Company remains uncertain as of the date of signing.
22
Related party transactions
Remuneration of key management personnel
Details of director's remuneration and key management personnel services are given in note 7.
Other transactions with related parties
During the year the company entered into the following transactions with related parties:
2023
2022
Revenue from related parties
£
£
Revenue for services provided to companies related by virtue of common
control
8,400,138
7,254,907
2023
2022
Amounts due to related parties
£
£
Related party by virtue of common control ADS Securities London Limited
4,756,444
1,776,669
2023
2022
Amounts due from related parties
£
£
Related party by virtue of common control ADS Securities LLC
6,302,261
3,422,679
23
Controlling party
The Company's immediate parent company is ADS Securities LLC, a company incorporated in the United Arab Emirates which is fully owned by ADS Holding LLC, a company incorporated in the United Arab Emirates.
The ultimate controlling party is Mr Mahmood Ebraheem Al Mahmood.
ADS TECHNOLOGY SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
24
Cash generated from/(absorbed by) operations
2023
2022
£
£
Profit for the year before income tax
482,878
659,537
Adjustments for:
Finance costs
16,604
-
Taxation charge
-
(121,520)
Depreciation and impairment of property, plant and equipment
109,184
-
Movements in working capital:
Increase in trade and other receivables
(3,421,891)
(2,857,390)
Increase in trade and other payables
3,160,162
2,242,853
Cash generated from/(absorbed by) operations
346,937
(76,520)
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