The directors present the strategic report for the year ended 31 December 2024.
The directors are pleased to report the company's results for the 12-month period ended 31 December 2024 (2023: 14-month period ended 31 December 2023), which is in line with management expectations.
The group is a consolidation of three individual professional digital transformation organisations. The group has designed a strong business model and customer proposition, based on recurring licence income and professional implementation income. The group remains acquisitive and sees a large market opportunity to be a consolidator in the EMEA (Europe, Middle East and Africa) business applications sector.
The board regularly reviews and considers potential risks for all group entities. The group's operations are exposed to a variety of financial and operational risks which could have an impact on the group's long-term performance. The key risks are set out as follows:
Skill and employee risk
The group's strategy is underpinned by the quality of employees. We continue to develop, nurture and recruit the highest calibre of staff in order to support the group's vision for growth going forward.
Interest rate risk
The group is financed through a £10m debt facility linked to SONIA and is therefore subject to risk around interest rate volatility. The board reviews the capital structure of the group continually.
Liquidity risk
The group manages its cash and borrowing requirements centrally to ensure that each entity has sufficient liquid resources to meet the operating needs of each business.
Credit risk
The group's credit risk is primarily attributable to customer debtor payments, customers are credit checked in advance of professional service works being undertaken then continually monitored to mitigate part of this credit risk. Credit limits and exposures are monitored on an on-going basis and provisions are made in the financial statements as required. The Group has constructed its own internally developed software to help mitigate any Credit risk; TaskCollect is an AI-driven cash collection and risk management tool that adds significant functionality to ERP users.
The financial position of the company and group is closely linked to the status and funding of other group undertakings. The group is reliant on the continued support of its creditors, including majority shareholders and bankers. The group undertakings and majority shareholders have provided a continued commitment of support across all entities, including this company.
At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future, noting the net liabilities position of the group balance sheet.
The preference share capital has a fixed rate of dividend and a mandatory redemption date on/after 30 June 2030 and is therefore carried on the balance sheet as a long-term financial liability, in addition other loans have a fixed rate of interest and a mandatory redemption date on/after 30 June 2030 and are therefore carried on the balance sheet as long-term financial liabilities. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Performance is monitored for all group entities monthly and reported to the board of directors.
Key measures of the group's performance for the period were as follows:
12-month period to 14-month period to
31 December 2024 31 December 2023
Turnover £14,188,340 £5,795,560
Gross profit £7,728,959 £2,128,940
Loss before taxation (£5,112,137) (£2,985,129)
Employee numbers 95 119
The current period is for the 12-month period ended 31 December 2024.
The prior period is stated for the period from acquisition of each subsidiary during the period only and is not reflective of a full 14-month period of trade.
Trading is in line with management’s expectations.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Information relating to events since the end of the year is given in the notes to the financial statements.
We have audited the financial statements of Goodman Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £455,319 (2023 - £167,725 loss).
Goodman Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Units 2/3 H2o Business Park, Lake View Drive, Annesley, Nottingham, United Kingdom, NG15 0HT.
The group consists of Goodman Topco Limited and all of its subsidiaries.
The current period is for the 12-month period ended 31 December 2024.
The prior accounting period of the company was changed from 31 October to 31 December so as to be conterminous with the year end of its subsidiary company. Accordingly, the previous financial statements are prepared for 14-months from incorporation on 19 October 2022 to 31 December 2023, with trade commencing on 30 June 2023.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Goodman Topco 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 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Balances held by subsidiaries that are not in the functional currency of the group are retranslated using the period end exchange rate for assets and liabilities and at the average foreign exchange rate for the period for all profit or loss items. Any difference arising on retranslation into the functional currency are recognised within other comprehensive income.
The financial position of the group and company is reflective of the business model of the group.
At the time of approving the financial statements, and with the continued commitment of support across all entities, including this company, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Research expenditure is written off against profits in the period in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
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.
Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 December and are thus recognised within fixed asset investments.
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 and group 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.
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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
Where shares are deemed to be debt instruments in line with the commercial substance of the arrangements in place, amounts are recognised as liabilities. The Preference shares have no voting rights, are entitled to a fixed cumulative dividend at a rate of 10% per annum and have a fixed redemption date. Accordingly, Preference shares have been recognised within liabilities.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Provisions
Provisions are recognised when the company and/or group has a legal or constructive present obligation as a result of a past event, it is probable that the company 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 or in the period in which it arises.
Related party exemption
The company and group have taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Exceptional items
Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the group.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
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.
The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. it is amended when necessary to reflect current estimated based on future expected income.
The directors have made key assumptions regarding the useful life of goodwill on consolidation and have determined that it has a useful life of 10 years, as in the directors' opinion, the useful life of the acquired subsidiaries can be demonstrated as having a 10 year useful life. The 10 year period is considered appropriate to match the anticipated future profitability arising from those customer contracts and from continued future growth within the trade of the group.
Staff time is incurred in implementing projects and systems. This is then capitalised, along with associated third party costs as the income this will generate is spread over the life of the relevant software or product. The amount of staff cost capitalised is based upon an estimate of time incurred in these areas of work . This is a subjective area due to estimates of time, as well as nature of internally generated intangible assets.
The annual amortisation charge for intangible assets is sensitive to changes in relation to the value of works performed on these assets. The useful economic life is assessed annually and is amended as necessary based on the value of the work the intangible assets relate to. The directors have made key assumptions regarding the useful life of development costs and have determined that it has a useful life of 5 years.
Turnover of £101,473 (2023: £82,681) is attributable to Spain, with the remainder of turnover attributable to the United Kingdom.
The above is stated for the period from acquisition of each of subsidiary for the prior period only.
Exceptional items of £239,306 (2023: £286,411) were incurred in relation to the restructuring and associated costs.
Exceptional items of £nil (2023: £35,067) were incurred in relation to professional fees in relation to Loan Note instruments issued during the period.
Exceptional items of £76,875 (2023: £nil) were incurred in relation to amendments to group debt facilities.
The above is stated for the period from acquisition of each of subsidiary during the prior period only.
The above is stated for the period from acquisition of each subsidiary during the prior period only.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The above is stated for the period from acquisition of each subsidiary during the prior period only.
The above is stated for the period from acquisition of each subsidiary during the prior period only.
The above is stated for the period from acquisition of each subsidiary during the prior period only.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The above is stated for the period from acquisition of each subsidiary during the prior period.
All intangible fixed assets of the group are secured by fixed and floating charges relating to a group bank loan facility.
Tangible fixed assets with a carrying value of £128,920 (2023: £169,410) are secured by fixed and floating charges relating to a group bank loan facility.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
NoBlue Limited and NoBlue SaaS Limited were renamed to NoBlue2 Limited and NoBlue2 SaaS Limited on 20 March 2025.
Company
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Accrued income includes cumulative interest due at a rate of 10% per annum of £1,461,287 (2023: £483,394) that is due by 30 June 2030 and amounts of £1,517,544 (2023: £375,676) that are due by 31 August 2030. The associated principal loan balance for all interest bearing group loans is included within fixed asset investments.
Group
Debtors of £4,006,198 (2023: £3,864,507) are secured by fixed and floating charges relating to a group bank loan facility.
Company
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Group and company
Preference shares are unsecured and accrue dividends at 10% compounded annually on 31 December. Included within this balance are dividends recognised in the period of £1,339,910 (2023: £552,123). Of these amounts, £8,347,181 (2023: £7,590,666) are due for repayment on 30 June 2030 and £6,391,826 (2023: £5,808,431) are due for repayment on 31 August 2030.
Group
Other loans are unsecured and interest is charged at 10% per annum. Interest of £1,339,910 (2023: £552,123) has been recognised within long term accruals, with amounts of £1,124,497 (2023: £365,498) due by 30 June 2030 and amounts of £767,536 (2023: £186,625) due by 31 August 2030. Amounts recognised as other loans of £7,224,495 (2023: £7,224,495) are due by 30 June 2030 and amounts of £5,622,482 (2023: £5,622,482) by 31 August 2030.
The bank loan is stated net of arrangement fees and is due for repayment on 31 August 2028. Interest is charged at 7.25% plus the compounded reference rate for that day. The bank loan is secured against all assets of the company and certain fellow group undertakings.
Company
Other loans are unsecured and interest is charged at 10% per annum. Interest of £259,259 (2023: £124,220) has been recognised within long term accruals, with amounts of £381,769 (2023: £123,801) due by 30 June 2030 and amounts of £1,710 (2023: £419) due by 31 August 2030. Amounts recognised as other loans of £2,455,878 (2023: £2,455,878) are due by 30 June 2030 and amounts of £12,491 (2023: £12,491) by 31 August 2030.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and primarily relates to the utilisation of tax losses against future expected profits of the same period.
The value of the unrecognised deferred tax asset measured at a standard rate of 25% (2023: 25%) is approximately £470,000 (2023: £140,000) at the group level.
The unrecognised deferred tax asset within the company is approximately £95,000 (2023: £30,000).
Preference shares have been classified as debt, and are therefore included within other borrowings due more than one year accordingly. Holders of preference shares are entitled to a cumulative preferential dividend at 10% per annum, payable on the respective amounts paid up by each shareholder.
All Ordinary shares rank pari passu with respect to any distribution made on Ordinary shares.
A and B Ordinary shares have full voting rights. Neither preference shares nor C Ordinary shares have voting rights.
With respect to any return on capital, payments are to be made in order of priority as follows:
To holders of the loan notes held within other borrowings due more than one year;
To investors equal to the amount of preference shares paid up, including any accumulation of unpaid preferential dividends;
To ordinary A shareholders equal to the amount of shares paid up;
To holders of Ordinary B and C shares equal to the amount of shares paid up;
To holders of Ordinary A, B and C shares any excess remaining after deduction for all of the above.
An amount of £48 (2023: £48) is due to the company in relation to unpaid C Ordinary share capital.
During the year 2,865 C Ordinary shares were issued with a nominal value of £0.01 for total proceeds of £29.
Profit and loss reserves includes all current and prior period retained profits and losses.
As at 31 December 2024, the group had no commitments, guarantees or contingencies other than leasing
commitments of £195,524 (2023: £222,312) of which £122,856 (2923: £182,461) are due within one year.
The company is included within a group VAT registration scheme, which incorporates certain of its fellow group undertakings. As such the company is jointly and severally liable for the amounts owed by the other companies at the balance sheet date. At 31 December 2024 this amounted to £181,377 (2023: N/A).
As at 31 December 2024 the company had other total guarantees, contingencies and commitments of £nil (2023: £nil).
Amounts owed by the group to a director and recognised as due in more than one year as at 31 December 2024 of £141,352 have been paid in full after 31 December 2024, but before the date of approval of the financial statements. The corresponding debtor due to the group in more than one year has also been received and thus the net impact on the company is £nil.
The remuneration of key management personnel for the group is as follows.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Group and company
Cumulative interest on other loans owed to directors of £323,860 (2023: £104,886) and to key management of £59,619 (2023: £19,334) is recognised within accruals due in more than one year.
Preference shares, inclusive of cumulative interest is owed to certain directors of the company of £2,394,404 (2023: £2,084,849), to key management of £443,118 (2023: £402,835) and to entities holding a controlling interest in the company of £11,887,286 (2023: £10,378,606).
Group
Fees were incurred from entities with control, joint control or significant influence over the company during the prior year of £414,950, with these amounts capitalised as a cost of investment within a subsidiary entity and goodwill for the group. No such fees have been noted for the current year.
Amounts are owed in relation to deferred consideration to directors in less than one year of £143,437 (2023: £136,262) and key management of £53,789 (2023: £51,098), with amounts owed in more than one year owed to directors of £254,234 (2023: 372,757) and to key management of £95,338 (2023: £139,784). All amounts are stated at present value.