Company registration number 04023095 (England and Wales)
MARTEK HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MARTEK HOLDINGS LIMITED
COMPANY INFORMATION
Directors
K Bedford
N Alexander
(Appointed 21 November 2024)
N Mettyear
(Appointed 21 November 2024)
S Robson
(Appointed 21 November 2024)
Company number
04023095
Registered office
6a Adwick Park
Manvers
Rotherham
S63 5AB
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
MARTEK HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 27
MARTEK HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company is that of a holding company. The principal activity of the group continued to be that of the selling and marketing of safety and monitoring equipment for commercial seagoing vessels.
Results and dividends
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £145,489. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
K Bedford
N Alexander
(Appointed 21 November 2024)
N Mettyear
(Appointed 21 November 2024)
S Robson
(Appointed 21 November 2024)
Post reporting date events
In April 2025 Martek Marine Limited's agreement to be the exclusive UK distributor of lifecare products ended. In the current year, sales of c£2.5m at an average gross profit margin of 20-25% were achieved from lifecare products. The company is able to sell all remaining stock still held after this date.
The directors are excited by the opportunity this creates for the business to concentrate on its company's core product range in order to grow the business following the change in ownership.
Auditor
Hart Shaw LLP were appointed as auditors to the group 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.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MARTEK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
K Bedford
Director
30 July 2025
MARTEK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MARTEK HOLDINGS LIMITED
- 3 -
Opinion
We have audited the financial statements of Martek Holdings 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).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In the previous reporting period, the Company was a member of a group where its parent undertaking prepared consolidated financial statements which included the Company, therefore the Company was not required to prepare consolidated financial statements. In the current reporting period this exemption is no longer available and therefore the Company has prepared consolidated financial statements. As a result, the corresponding figures in these financial statements that relate to the Group (as opposed to the Company) are unaudited.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
MARTEK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MARTEK HOLDINGS LIMITED
- 4 -
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The directors' 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 group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was considered capable of detecting irregularities, including fraud and the audit response
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:
MARTEK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MARTEK HOLDINGS LIMITED
- 5 -
At the planning stage we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management, as required by auditing standards. The potential effect of any laws and regulation on the financial statements can vary considerably. There are laws and regulations that directly affect the financial statements (e.g. the Companies Act) as well as many other operational laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Owing to the size, nature and complexity of the organisation and the applicable laws and regulations to which it must adhere, the risk of material misstatement was deemed to be low, therefore the procedures performed by the audit team were limited to:
Communicating identified laws and regulations at planning throughout the audit team to remain alert to any indications of non-compliance throughout the audit.
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as non-compliance with laws and regulations.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
We have assessed the overall susceptibility of the financial statements to material misstatement due to fraud. Management override is the most likely way in which fraud might present itself and as such is inherently high risk on any audit. Management override, which may cause there to be a material misstatement within the financial statements, may present itself in a number of ways, for example:
Override of internal controls (e.g. segregation of duties)
Entering into transactions outside the normal course of business, especially with related parties
Fraudulent revenue recognition, including fictitious sales and sales being recorded in the wrong period.
Presenting bias in accounting judgements and estimates, particularly ones that are key to the business.
In order to reduce the risk of material misstatement to an acceptable level, numerous audit procedures were performed including:
Enquiries of management as to whether they had any knowledge of any actual or suspected fraud
Review of journal entries made throughout the year as well as those made to prepare the financial statements
Reviewing the underlying rationale behind transactions in order to assess whether they were outside the normal course of business.
Increased revenue substantive testing across all material income streams.
Assessing whether management’s judgements and estimates indicated potential bias, particularly those disclosed as key in note 2 to the financial statements that are more susceptible to management bias.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected material misstatements in the financial statements, even though we have performed our audit in accordance with auditing standards. Furthermore, as with all audits, there is a higher risk of irregularities (especially those relating to fraud) being undetected, as these may involve the override of internal controls, collusion, intentional omissions and misrepresentations etc. We are not responsible for preventing non-compliance or fraud and therefore cannot be expected to detect all instances of such. Our audit was not designed to identify misstatements or other irregularities that would not be considered to be material to the financial statements. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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.
MARTEK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MARTEK HOLDINGS LIMITED
- 6 -
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.
Adam Shield (Senior Statutory Auditor)
For and on behalf of Hart Shaw LLP, Statutory Auditor
Chartered Accountants
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
6 August 2025
MARTEK HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
10,755,804
11,601,699
Cost of sales
(6,382,716)
(6,527,200)
Gross profit
4,373,088
5,074,499
Administrative expenses
(4,107,961)
(3,801,994)
Operating profit
4
265,127
1,272,505
Interest receivable and similar income
8
5,013
87,749
Profit before taxation
270,140
1,360,254
Tax on profit
9
(2,709)
(329,785)
Profit for the financial year
267,431
1,030,469
Profit for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There were no recognised gains or losses for 2024 or 2023 other than those included in the Group Statement of Comprehensive Income.
MARTEK HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
34,251
62,029
Current assets
Stocks
14
1,292,540
2,188,987
Debtors
15
1,762,133
2,003,501
Cash at bank and in hand
513,558
371,691
3,568,231
4,564,179
Creditors: amounts falling due within one year
16
(968,484)
(2,174,309)
Net current assets
2,599,747
2,389,870
Total assets less current liabilities
2,633,998
2,451,899
Provisions for liabilities
Provisions
17
79,459
19,302
(79,459)
(19,302)
Net assets
2,554,539
2,432,597
Capital and reserves
Called up share capital
20
2,000
2,000
Profit and loss reserves
2,552,539
2,430,597
Total equity
2,554,539
2,432,597
The financial statements were approved by the board of directors and authorised for issue on 30 July 2025 and are signed on its behalf by:
30 July 2025
K Bedford
Director
Company registration number 04023095 (England and Wales)
MARTEK HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
23,832
23,832
Current assets
-
-
Creditors: amounts falling due within one year
16
(7,374)
(7,374)
Net current liabilities
(7,374)
(7,374)
Net assets
16,458
16,458
Capital and reserves
Called up share capital
20
2,000
2,000
Profit and loss reserves
14,458
14,458
Total equity
16,458
16,458
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £145,489 (2023 - £2,000,000 profit).
The financial statements were approved by the board of directors and authorised for issue on 30 July 2025 and are signed on its behalf by:
30 July 2025
K Bedford
Director
Company registration number 04023095 (England and Wales)
MARTEK HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
2,000
3,400,128
3,402,128
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,030,469
1,030,469
Dividends
10
-
(2,000,000)
(2,000,000)
Balance at 31 December 2023
2,000
2,430,597
2,432,597
Year ended 31 December 2024:
Profit and total comprehensive income
-
267,431
267,431
Dividends
10
-
(145,489)
(145,489)
Balance at 31 December 2024
2,000
2,552,539
2,554,539
MARTEK HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
2,000
14,458
16,458
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
2,000,000
2,000,000
Dividends
10
-
(2,000,000)
(2,000,000)
Balance at 31 December 2023
2,000
14,458
16,458
Year ended 31 December 2024:
Profit and total comprehensive income
-
145,489
145,489
Dividends
10
-
(145,489)
(145,489)
Balance at 31 December 2024
2,000
14,458
16,458
MARTEK HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,719,691
111,940
Income taxes paid
(1,201,959)
(3,921)
Net cash inflow from operating activities
517,732
108,019
Investing activities
Purchase of tangible fixed assets
(10,579)
(22,022)
Loans made to other group companies
(224,810)
-
Interest received
5,013
87,749
Net cash (used in)/generated from investing activities
(230,376)
65,727
Financing activities
Dividends paid to equity shareholders
(145,489)
(2,000,000)
Net cash used in financing activities
(145,489)
(2,000,000)
Net increase/(decrease) in cash and cash equivalents
141,867
(1,826,254)
Cash and cash equivalents at beginning of year
371,691
2,197,945
Cash and cash equivalents at end of year
513,558
371,691
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
Martek Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Martek Holdings Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Martek Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 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.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
The Company and Group (the "Group") is a wholly owned by Crucible Bidco Limited (the 'CB Group'). The Crucible Bidco Limited financed the acquisition of the Group by way of debt and the Group has given a fixed and floating charge over all assets to the lenders in respect of these borrowings. Consequently, in assessing the going concern status of Martek Holdings Ltd and its subsidiaries, the Directors also consider the financial position of the CB Group as a whole. Therefore, the going concern basis of preparation of the Group is dependent on the ongoing ability of the CB Group to service this debt through trading cashflows, generated by the Group's trading subsidiary Martek Marine Limited.
To conclude on going concern for the Group, the directors have taken due consideration of the following key matters:
The ongoing support of the CB Group’s bank who have provided a loan to the parent company, Crucible Bidco Limited, which has an outstanding balance of £3.2m at the year end. The loan is repayable at £50,000 per quarter along with the interest for that period, with the final £50,000 instalment repayable in September 2029 and the balance of £2.25m repayable in March 2030. The loan accrues interest at c4% above the Bank of England base rate.
The loan is subject to specific financial covenants which cover both serviceability compared to cashflows and leverage compared to adjusted EBITDA. Notably, this includes a covenant that the total debt cannot exceed a multiple of adjusted EBITDA, this multiple decreases from 2.75 to 2.25 over the next 12 months. The Group report to the bank quarterly on these covenants and to date no breaches have occurred. These covenants tighten over the next 12 months and EBITDA performance will need to increase or overpayments will be required to be made to reduce the outstanding loan, either of which will ensure adherence with these covenants. The Directors communicate openly with the bank about the ongoing performance of the Company and are confident that they retain the support of the bank.
The ongoing support of the CB Group’s owners who have provided a loan to the parent company, Crucible Bidco Limited, which has an outstanding balance of £7.87m at the year end. This loan is not subject to financial covenants. The loan capital and all interest is repayable in full in September 2030. The loan accrues interest at 7% over the Bank of England base rate.
The termination of the Group's agreement to be the exclusive UK distributor of lifecare products which, in the year to December 2024, generated sales of c£2.5m at an average gross profit margin of 20-25%. Along with the potential impact this has on EBITDA and the financial covenants noted above. See note 23 for further details.
The directors have considered the above key matters along with other operational aspects when preparing detailed budgets and cashflow forecasts. In considering these factors, the directors are satisfied that they have a reasonable basis upon which to conclude that the Group is able to continue as a going concern for at least 12 months from the date of signing the financial statements. Accordingly, they have decided to adopt the going concern basis of accounting in preparing the financial statements.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. 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 delivery 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 services is recognised in the period the service has been performed.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the life of the lease
Plant and equipment
Between 2 and 5 years
Computers
3 years
Other tangibles
3 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
Fixed asset investments
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Stocks
Stocks are stated at the lower of weighted average cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.11
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.14
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
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.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stock provision
The group makes a provision of between 50% and 100% against stock which has a last purchase or sale date more than 18 months before the year end. The level of provision is considered on a line by line basis. A provision for obsolete and slow moving stock has been made at the year end for £449,350 (2023: £221,920). Actual outcomes may vary significantly.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
8,770,405
9,681,611
Services rendered
1,985,399
1,920,088
10,755,804
11,601,699
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom and Republic of Ireland
3,296,707
3,725,596
Europe
2,539,854
3,093,817
Rest of World
4,919,243
4,782,286
10,755,804
11,601,699
2024
2023
£
£
Other revenue
Interest income
5,013
87,749
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
32,055
10,586
Depreciation of owned tangible fixed assets
52,107
45,263
Bad debt (credit)/charge
(19,519)
37,343
Operating lease charges
123,874
68,512
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,000
5,000
Audit of the financial statements of the company's subsidiaries
20,000
85,125
25,000
90,125
For other services
All other non-audit services
11,000
-
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration
30
28
-
-
Sales and marketing
22
29
-
-
Total
52
57
0
0
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,183,397
2,181,100
Social security costs
262,001
213,822
-
-
Pension costs
82,735
64,996
2,528,133
2,459,918
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
79,799
-
Company pension contributions to defined contribution schemes
4,830
-
Directors' remuneration recharged by parent company
124,878
-
209,507
-
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 1) as at 31 December 2024, all directors are now employed by the parent company Crucible Bidco Limited.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
5,013
Interest receivable from group companies
87,749
Total income
5,013
87,749
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
327,222
Adjustments in respect of prior periods
(1,900)
Total current tax
(1,900)
327,222
Deferred tax
Origination and reversal of timing differences
4,609
(6,705)
Other adjustments
9,268
Total deferred tax
4,609
2,563
Total tax charge
2,709
329,785
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
270,140
1,360,254
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
67,535
319,932
Tax effect of expenses that are not deductible in determining taxable profit
1,382
6,550
Unutilised tax losses carried forward
1,785
Adjustments in respect of prior years
(1,900)
9,268
Group relief
(67,855)
Depreciation on assets not qualifying for tax allowances
(49)
Deferred tax adjustments in respect of prior years
3,547
Super-deduction amount on main pool qualifying assets
(4,848)
Other
(2,853)
Taxation charge
2,709
329,785
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
145,489
2,000,000
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Computers
Other tangibles
Total
£
£
£
£
£
Cost
At 1 January 2024
421,465
300,271
33,475
755,211
Additions
13,750
10,579
24,329
At 31 December 2024
13,750
421,465
310,850
33,475
779,540
Depreciation and impairment
At 1 January 2024
383,235
276,472
33,475
693,182
Depreciation charged in the year
37,517
14,590
52,107
At 31 December 2024
420,752
291,062
33,475
745,289
Carrying amount
At 31 December 2024
13,750
713
19,788
34,251
At 31 December 2023
38,230
23,799
62,029
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
23,832
23,832
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
23,832
Carrying amount
At 31 December 2024
23,832
At 31 December 2023
23,832
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Martek Marine Limited
6a Adwick Park, S63 5AB, United Kingdom
Ordinary
100.00
Martek-Marine (Asia Pacific) Ple Ltd
3 Church Street, Singapore
Ordinary
100.00
14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
1,292,540
2,188,987
Included in stock is a provision for obsolete and slow moving stock of £449,350 (2023: £221,920).
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,209,066
1,622,571
Amounts owed by group undertakings
224,811
-
-
-
Other debtors
136,112
90,315
Prepayments and accrued income
158,344
244,493
1,728,333
1,957,379
-
-
Deferred tax asset (note 18)
33,800
38,409
1,762,133
1,995,788
-
-
Amounts falling due after more than one year:
Other debtors
7,713
Total debtors
1,762,133
2,003,501
-
-
Amounts owed by group undertakings relate to balances held with the immediate parent company, not included within this consolidation. Amounts are unsecured, bearing no interest and repayable on demand.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
415,559
255,840
Amounts owed to group undertakings
190,005
7,374
7,374
Corporation tax payable
1,203,859
Other taxation and social security
89,849
57,812
-
-
Other creditors
62,341
251,122
Accruals and deferred income
400,735
215,671
968,484
2,174,309
7,374
7,374
Included in amounts owed to group undertakings is a balance of £7,374 (2023 - £7,374) which is unsecured, bearing no interest and repayable on demand.
Included in amounts owed to group undertakings is a balance of £nil (2023 - £182,631) which was a group treasury function that allows the company access to funds with interest charged at a rate reflective of banking base rates and reviewed quarterly, amounts were payable on demand.
17
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Warranty provision
24,459
19,302
-
-
Dilapidation provision
55,000
-
-
-
79,459
19,302
-
-
Movements on provisions:
Warranty provision
Dilapidation provision
Total
Group
£
£
£
At 1 January 2024
19,302
-
19,302
Additional provisions in the year
5,157
13,750
18,907
Reanalysed provision
-
41,250
41,250
At 31 December 2024
24,459
55,000
79,459
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Assets
Assets
2024
2023
Group
£
£
Accelerated capital allowances
33,800
38,409
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(38,409)
-
Charge to profit or loss
4,609
-
Asset at 31 December 2024
(33,800)
-
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of general provisions and writing down allowances.
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
82,735
64,996
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
178,950
178,950
1,790
1,790
Ordinary A shares of 1p each
21,050
21,050
210
210
200,000
200,000
2,000
2,000
Ordinary A shares carry no voting rights. Except for this, both share classes rank pari passu.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
21
Financial commitments, guarantees and contingent liabilities
The company has given a fixed and floating charge over all assets in favour of Foresight Fund Managers Limited, in respect of borrowings within its parent company, Crucible Bidco Limited. The outstanding balance on the loan at 31 December 2024 was £7.87m (2023 - £nil).
The company has given a fixed and floating charge over all assets in favour of Clydesdale Bank Plc. , in respect of borrowings within its parent company, Crucible Bidco Limited. The outstanding balance on the loan at 31 December 2024 was £3.2m (2023 - £nil).
The company has given a fixed and floating charge over all assets in favour of HSBC Corporate Trust Company (UK) Limited, in respect of borrowings of its former group, James Fisher and Sons plc. As a result, at 31 December 2024 there was no longer a commitment and on 2 January 2025 this charge has been satisfied in full.
22
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
84,422
68,512
-
-
Between two and five years
26,746
41,186
-
-
111,168
109,698
-
-
23
Events after the reporting date
In April 2025 Martek Marine Limited's agreement to be the exclusive UK distributor of lifecare products ended. In the current year, sales of c£2.5m at an average gross profit margin of 20-25% were achieved from lifecare products. The company is able to sell all remaining stock still held after this date.
The directors are excited by the opportunity this creates for the business to concentrate on its company's core product range in order to grow the business following the change in ownership.
24
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Sales
Sales
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
20,000
-
The group has taken advantage of the exemptions allowed by FRS 102 section 33.1A and has not disclosed transactions with wholly owned group companies.
MARTEK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
25
Controlling party
Martek Holdings Limited is both the smallest and largest group of undertakings for which group accounts are drawn up and of which the company is a member for the year ended 31 December 2024.
The company was previously a subsidiary of James Fisher and Sons plc which was the ultimate controlling company incorporated in United Kingdom. On 6 September 2024 the company was acquired by the new controlling party detailed below:
The immediate parent company is Crucible Bidco Limited, a company incorporated in England and Wales. The registered office is 6a Adwick Park, Manvers, Rotherham, United Kingdom, S63 5AB.
The ultimate parent is Foresight Regional Investment III LP, a private fund limited partnership registered in England & Wales. The registered office is The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.
The ultimate controlling party is Foresight Group Holdings Limited, a company registered in Guernsey which is listed on the London Stock Exchange.
26
Cash generated from operations - group
2024
2023
£
£
Profit after taxation
267,431
1,030,469
Adjustments for:
Taxation charged
2,709
329,785
Investment income
(5,013)
(87,749)
Depreciation and impairment of tangible fixed assets
52,107
45,263
Increase/(decrease) in provisions
46,407
(1,143)
Movements in working capital:
Decrease/(increase) in stocks
896,447
(944,662)
Decrease in debtors
461,569
756,291
Decrease in creditors
(1,966)
(1,016,314)
Cash generated from operations
1,719,691
111,940
27
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
371,691
141,867
513,558
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