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Registration number: 08085410

ETL Holdings (UK) Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2024

 

ETL Holdings (UK) Ltd

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Profit and Loss Account

10

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12 to 13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Statement of Cash Flows

18

Notes to the Financial Statements

19 to 48

 

ETL Holdings (UK) Ltd

Company Information

Directors

Mrs S Brassington

Dr C Gorny

Mrs R D C Martinez-Borrell

Registered office

1 Pavilion Square
Cricketers Way
Westhoughton
Bolton
BL5 3AJ

Auditors

SCCA Ltd 3 The Studios
320 Chorley Old Road
Bolton
Lancashire
BL1 4JU

 

ETL Holdings (UK) Ltd

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the group is accountancy, audit, tax and legal services.

Fair review of the business

During the year ended 31 December 2024 the group acquired a minority shareholding in the following accountancy firms, Ad Valorem Audit Services Limited and Ad Valorem Group Limited. During 2024 the group acquired a controlling equity stake in the following firms, ETL LEX Holdings Limited and Naylor Accountancy Ltd. The Group disposed of part of its shareholding in HWB Holdings Limited as well during 2024.

The financial year ending 31 December 2024 showed an increase in the income of the its Group's Subsidiaries compared to the numbers porduced during 2023, this was expected and in line with the Directors' expectations. The Group's investment income from Associates and fixed asset investments continued to grow, supported by the previously mentioned acquisitions. The strategy of the Group remains the same as in previous years, the company will look to increases its investments in Associates and Subsidiaries, whilst investing in the long-term growth of its holdings.

This growth is expected to increase further moving forward as the Group continues to look to invest and increase its ownership or shareholdings further in future years.

The directors are happy with the Group’s performance overall and are confident in its ability to grow further in coming years.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2024

2023

Company investment in subsidiaries value

£

4,241,145

3,752,835

Company investment in associates value

£

54,370,118

54,631,101

 

ETL Holdings (UK) Ltd

Strategic Report for the Year Ended 31 December 2024

Principal risks and uncertainties

- Financial risk management
The Company’s activity exposes it to a variety of financial risks that include foreign exchange risk.

Foreign exchange rate risk arises from transactions when investments are acquired in Sterling, but finance is acquired in Euros rather than Sterling. The primary foreign exchange exposure arises from net Euro costs. The risk is managed by the regular review of exchange rates by the Board and timing of acquisitions as well as fixing good conditions on the loan with the bank, including fixed interest rates for the duration of the loan. The company is looking to increase loans initially in Sterling to reduce this risk of exchange variations.

- Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company faces market pressures on pricing from competitors as well.

The company actively manages its working capital requirements to ensure it has sufficient funds for its operations. The company aims to mitigate liquidity and cash flow risk by managing working capital, assessing and monitoring the requirements of the business, whilst working alongside its Parent company to ensure that these requirements are met. The company is funded by the larger group if necessary.

The directors are aware of the risks and uncertainties that the current economic and trading environment bring to the business. The Board of directors meet on a regular basis and the risks and uncertainties facing the company are discussed and appropriate actions taken to mitigate any impact on the company's performance.

- Credit Risk
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made. Credit risk is managed by close attention to credit control procedures.

Engagement with employees

Communication with employees has continued at all levels of the group, with the aim of ensuring employer views are taken into account when decisions are made that are likely to affect their interests and to ensure all employees are aware of the financial performance of their relevant office and the group as a whole. Regular communication with employees continues at all levels, either via internal meetings, electronic communication or via formal meetings.

Approved and authorised by the Board on 12 September 2025 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the for the year ended 31 December 2024.

Directors of the group

The directors who held office during the year were as follows:

Mrs S Brassington

Dr C Gorny

Mrs R D C Martinez-Borrell

Dividend

The company has not paid any dividends during the current or previous financial year. The directors do not recommend payment of a final dividend.

Future developments

The company expects to continue to act as a holding company of the ETL Global group of companies within the United Kingdom and to act as a trading company for the provision of accountancy, legal, tax and complimentary services in the United Kingdom.

Going concern

At the time of approving the financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have the support of the company's ultimate parent company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors SCCA Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 12 September 2025 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 the 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 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

Opinion

We have audited the financial statements of ETL Holdings (UK) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of 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.

Basis for opinion

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

Conclusions relating to going concern

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

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

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
• Enquiring of management whether they are aware of any non-compliance with laws and regulations.
• Enquiring of management whether they are aware of any actual, suspected or alleged fraud.
• Enquiring of management whether they had internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.
• Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journal and fraudulent revenue recognition.
• Obtaining an understanding of the regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations that we considered in this context included; the financial framework the company operates under (FRS102) , the UK Companies Act, tax legislation and data protection, anti-bribery and employment legislation.

Audit response to risks identified

Fraud due to management override
To address the risk of fraud through management bias and override of controls, we:
• Audited the risk of management override of controls, including through testing journal entries for appropriateness.
• Assessed whether judgements and assumptions made in determining the accounting estimates included in the financial statements showed indications of potential bias; and
• Investigated the rationale behind any significant or unusual transactions included in the financial statements.

Fraudulent revenue recognition
To address the risk of fraudulent revenue recognition we:
• Performed testing on a sample of turnover transactions that occurred during the financial year.
• Performed cut-off testing on turnover around the year end.
• Performed testing on the valuation and recoverability of work in progress included at year end.

Irregularities and non-compliance with laws and regulations
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but are not limited to:
• Agreeing financial statement disclosures to underlying supporting documentation.
• Enquiring of management as to actual and potential litigation claims they are aware of.
• Reviewing legal costs nominals for evidence of potential litigation or claims.
• Reviewing correspondence with regulators for evidence of non-compliance with laws and regulations.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for the detection and prevention of fraud, error and non-compliance with laws or regulations rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

ETL Holdings (UK) Ltd

Independent Auditor's Report to the Members of ETL Holdings (UK) Ltd

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.

......................................
Mr Robert J Stafford BA (hons) (Senior Statutory Auditor)
For and on behalf of SCCA Ltd, Statutory Auditor
 3 The Studios
320 Chorley Old Road
Bolton
Lancashire
BL1 4JU

12 September 2025

 

ETL Holdings (UK) Ltd

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

Note

2024
£

2023
£

Turnover

3

23,985,898

20,350,783

Cost of sales

 

(1,219,498)

(655,412)

Gross profit

 

22,766,400

19,695,371

Administrative expenses

 

(23,964,980)

(19,945,839)

Other operating income

138,042

404,813

Operating (loss)/profit

4

(1,060,538)

154,345

Income from participating interests

 

1,550,376

1,859,774

Income from other fixed asset investments

 

9,519,771

7,703,502

Other interest receivable and similar income

5

1,645,168

668,210

Interest payable and similar expenses

6

(3,327,961)

(2,865,567)

   

9,387,354

7,365,919

Profit before tax

 

8,326,816

7,520,264

Taxation

10

(1,850,219)

(1,402,375)

Profit for the financial year

 

6,476,597

6,117,889

Profit/(loss) attributable to:

 

Owners of the company

 

6,440,902

5,938,860

minority interests

 

35,695

179,029

 

6,476,597

6,117,889

The above results were derived from continuing operations.

 

ETL Holdings (UK) Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024

2024
£

2023
£

Profit for the year

6,476,597

6,117,889

Total comprehensive income for the year

6,476,597

6,117,889

Total comprehensive income attributable to:

Owners of the company

6,440,902

5,938,860

Minority interests

35,695

179,029

6,476,597

6,117,889

 

ETL Holdings (UK) Ltd

(Registration number: 08085410)
Consolidated Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Goodwill

11

2,762,623

2,443,086

Negative goodwill

11

(98,812)

(126,942)

 

2,663,811

2,316,144

Tangible assets

12

1,164,355

1,175,374

Investments

13

54,385,196

54,646,176

 

55,549,551

55,821,550

Current assets

 

Debtors

14

40,066,019

34,230,089

Cash at bank and in hand

 

6,731,155

3,560,495

 

46,797,174

37,790,584

Creditors: Amounts falling due within one year

16

(29,037,605)

(48,142,632)

Net current assets/(liabilities)

 

17,759,569

(10,352,048)

Total assets less current liabilities

 

75,972,931

47,785,646

Creditors: Amounts falling due after more than one year

16

(47,271,318)

(25,588,922)

Provisions for liabilities

17

(6,354)

(7,703)

Net assets

 

28,695,259

22,189,021

Capital and reserves

 

Called up share capital

19

1,558,406

1,558,406

Retained earnings

26,025,314

19,584,412

Equity attributable to owners of the company

 

27,583,720

21,142,818

minority interests

 

1,111,539

1,046,203

Shareholders' funds

 

28,695,259

22,189,021

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the year ending 31 December 2024 was £6,768,965 (2023: £6,629,867).

 

ETL Holdings (UK) Ltd

(Registration number: 08085410)
Consolidated Balance Sheet as at 31 December 2024

Approved and authorised by the Board on 12 September 2025 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

(Registration number: 08085410)
Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Tangible assets

12

677

2,221

Investments

13

58,611,263

58,383,936

 

58,611,940

58,386,157

Current assets

 

Debtors

14

34,866,508

30,540,786

Cash at bank and in hand

 

5,236,625

2,110,699

 

40,103,133

32,651,485

Creditors: Amounts falling due within one year

16

(23,059,127)

(19,144,869)

Net current assets

 

17,044,006

13,506,616

Total assets less current liabilities

 

75,655,946

71,892,773

Creditors: Amounts falling due after more than one year

16

(47,271,318)

(50,277,110)

Net assets

 

28,384,628

21,615,663

Capital and reserves

 

Called up share capital

19

1,558,406

1,558,406

Retained earnings

26,826,222

20,057,257

Shareholders' funds

 

28,384,628

21,615,663

The company made a profit after tax for the financial year of £6,768,965 (2023 - profit of £6,629,867).

Approved and authorised by the Board on 12 September 2025 and signed on its behalf by:
 

.........................................
Mrs S Brassington
Director

 

ETL Holdings (UK) Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 1 January 2024

1,558,406

19,584,412

21,142,818

1,046,203

22,189,021

Profit for the year

-

6,440,902

6,440,902

35,695

6,476,597

Increase in ownership interests in subsidiaries

-

-

-

29,641

29,641

At 31 December 2024

1,558,406

26,025,314

27,583,720

1,111,539

28,695,259

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 1 January 2023

1,558,406

13,645,552

15,203,958

653,694

15,857,652

Profit for the year

-

5,938,860

5,938,860

179,029

6,117,889

Increase in ownership interests in subsidiaries

-

-

-

213,480

213,480

At 31 December 2023

1,558,406

19,584,412

21,142,818

1,046,203

22,189,021

 

ETL Holdings (UK) Ltd

Statement of Changes in Equity for the Year Ended 31 December 2024

Share capital
£

Retained earnings
£

Total
£

At 1 January 2024

1,558,406

20,057,257

21,615,663

Profit for the year

-

6,768,965

6,768,965

At 31 December 2024

1,558,406

26,826,222

28,384,628

Share capital
£

Retained earnings
£

Total
£

At 1 January 2023

1,558,406

13,427,390

14,985,796

Profit for the year

-

6,629,867

6,629,867

At 31 December 2023

1,558,406

20,057,257

21,615,663

 

ETL Holdings (UK) Ltd

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

6,476,597

6,117,889

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

543,617

545,434

Finance income

(1,750,168)

(1,030,710)

Finance costs

3,327,962

2,865,567

Income tax expense

10

1,850,219

1,402,375

 

10,448,227

9,900,555

Working capital adjustments

 

Increase in trade debtors

14

(5,835,930)

(6,207,717)

Decrease in trade creditors

16

(1,051,920)

(4,225,543)

Decrease in provisions

17

(1,349)

(92,297)

Cash generated from operations

 

3,559,028

(625,002)

Income taxes paid

10

(1,384,537)

(1,802,868)

Net cash flow from operating activities

 

2,174,491

(2,427,870)

Cash flows from investing activities

 

Interest received

1,645,168

668,210

Acquisition of subsidiaries

13

(634,000)

(1,424,110)

Acquisitions of tangible assets

(131,205)

(318,056)

Dividend income

1,907,376

2,716,774

Acquisitions of investments in joint ventures and associates

13

(790,502)

(3,391,598)

Proceeds from disposal of financial investments other than trading investments

 

862,500

659,174

Net cash flows from investing activities

 

2,859,337

(1,089,606)

Cash flows from financing activities

 

Interest paid

(3,327,962)

(2,865,567)

Repayment of bank borrowing

 

(3,256,496)

(11,105,373)

Proceeds from other borrowing draw downs

 

4,297,888

13,822,802

Net cash flows from financing activities

 

(2,286,570)

(148,138)

Net increase/(decrease) in cash and cash equivalents

 

2,747,258

(3,665,614)

Cash and cash equivalents at 1 January

 

3,560,495

7,226,109

Cash and cash equivalents at 31 December

 

6,307,753

3,560,495

 

ETL Holdings (UK) Ltd

Statement of Cash Flows for the Year Ended 31 December 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

6,768,965

6,629,867

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,836

1,581

Finance income

(2,799,770)

(3,304,510)

Finance costs

3,166,815

2,803,220

Income tax expense

10

1,667,271

1,221,061

 

8,805,117

7,351,219

Working capital adjustments

 

Decrease in trade debtors

14

2,047,380

886,372

Increase/(decrease) in trade creditors

16

2,955,765

(2,494,721)

Cash generated from operations

 

13,808,262

5,742,870

Income taxes paid

10

(1,257,047)

(1,606,455)

Net cash flow from operating activities

 

12,551,215

4,136,415

Cash flows from investing activities

 

Interest received

879,394

587,736

Acquisitions of tangible assets

(292)

(1,489)

Dividend income

1,920,376

2,716,774

Income from other investments

(9,588,561)

(7,914,803)

Acquisitions of investments in joint ventures and associates

13

(1,424,502)

(4,425,708)

Proceeds from disposal of investments in joint ventures and associates

 

862,500

659,174

Net cash flows from investing activities

 

(7,351,085)

(8,378,316)

Cash flows from financing activities

 

Interest paid

(3,166,815)

(2,803,220)

Repayment of bank borrowing

 

(3,205,277)

(11,021,236)

Proceeds from other borrowing draw downs

 

4,297,888

13,822,802

Net cash flows from financing activities

 

(2,074,204)

(1,654)

Net increase/(decrease) in cash and cash equivalents

 

3,125,926

(4,243,555)

Cash and cash equivalents at 1 January

 

2,110,699

6,354,254

Cash and cash equivalents at 31 December

 

5,236,625

2,110,699

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Pavilion Square
Cricketers Way
Westhoughton
Bolton
BL5 3AJ
United Kingdom

These financial statements were authorised for issue by the Board on 12 September 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency used is Great British Pounds, and rounded to the nearest £.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

At the time of approving the financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have the support of the company's ultimate parent company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Judgements

In the application of the company'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 available 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 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 directors do not consider any significant estimates or judgements are expected to affect the company's assets and liabilities over the next 12 months.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures & Fittings

25% - 33% straight line basis

Office equipment

25% - 33% straight line basis

Improvements to property

Over the terms of the lease

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Negative goodwill

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

12.5% straight line basis

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial instruments

Classification
The company has elected to apply the provisions of Section 11 "Basic Financial Instruments" and Section 12 "Other Financial Instruments Issues" of FRS102 to all of its financial instruments.

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

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

 Recognition and measurement
Basic financial assets, which include debtors, 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 or associates, 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 the profit and loss, except investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Basic financial liabilities, including creditors and loans are initially recognised at transaction price unless the arrangements constitutes a financing transaction, where the debt instrument is measured at 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 supplies. Amounts payable are classified as current liabilities. If payment is due within one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost, using the effective interest rate method.

 Impairment
Financial assets, other than those held at fair value through the profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is 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 assets original effective interest rate. The impairment loss is recognised in the profit and loss account.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

3

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

23,962,377

20,319,513

Rental income from investment property

23,521

31,270

23,985,898

20,350,783

The analysis of the group's turnover for the year by class of business is as follows:

2024
£

2023
£

Business Services

23,985,898

20,350,783

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

23,985,898

20,350,783

4

Operating (loss)/profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

145,637

152,448

Amortisation expense

397,979

392,987

Operating lease expense - plant and machinery

26,586

29,029

Operating lease expense - other

11,006

1,803

5

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

844,494

356,354

Other finance income

800,674

311,856

1,645,168

668,210

6

Interest payable and similar expenses

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

2024
£

2023
£

Interest on bank overdrafts and borrowings

2,081,029

1,693,160

Interest expense on other finance liabilities

1,247,132

1,169,644

Foreign exchange (losses)/gains

(200)

2,763

3,327,961

2,865,567

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

14,497,945

12,529,657

Social security costs

1,369,827

903,856

Other short-term employee benefits

11,382

11,585

Pension costs, defined contribution scheme

521,074

470,801

Other employee expense

165,384

93,843

16,565,612

14,009,742

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Administration and support

249

232

249

232

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

158,332

220,914

Contributions paid to money purchase schemes

20,000

-

178,332

220,914

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Received or were entitled to receive shares under long term incentive schemes

1

1

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

In respect of the highest paid director:

2024
£

2023
£

Remuneration

158,332

220,914

Company contributions to money purchase pension schemes

20,000

-

9

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

15,501

15,250

Audit of the financial statements of subsidiaries of the company pursuant to legislation

69,254

55,700

84,755

70,950


 

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

1,851,568

1,397,600

Deferred taxation

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

(1,349)

4,775

Tax expense in the income statement

1,850,219

1,402,375

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 25%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

8,326,816

7,520,264

Corporation tax at standard rate

2,081,704

1,880,066

Tax decrease from effect of capital allowances and depreciation

(2,755)

(23)

Effect of expense not deductible in determining taxable profit (tax loss)

20,687

14,306

Deferred tax expense relating to changes in tax rates or laws

164,427

187,220

Tax decrease from effect of dividends from UK companies

(413,844)

(679,194)

Total tax charge

1,850,219

1,402,375

Deferred tax

Group

Deferred tax include is calculated on accelerated capital allowances.

Tax relating to items recognised in other comprehensive income or equity - group

2024
£

2023
£

Deferred tax related to items recognised as items of other comprehensive income

6,354

7,703

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

11

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2024

3,410,407

3,410,407

Additions acquired separately

745,646

745,646

At 31 December 2024

4,156,053

4,156,053

Amortisation

At 1 January 2024

967,321

967,321

Amortisation charge

426,109

426,109

At 31 December 2024

1,393,430

1,393,430

Carrying amount

At 31 December 2024

2,762,623

2,762,623

At 31 December 2023

2,443,086

2,443,086

Negative goodwill

2024
£

At 1 January 2024

(126,942)

Recognised in profit or loss

28,130

At 31 December 2024

(98,812)

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

12

tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Improvements to property
 £

Computer equipment
£

Total
£

Cost or valuation

At 1 January 2024

809,315

829,955

404,013

494,265

2,537,548

Additions

-

82,970

-

51,648

134,618

At 31 December 2024

809,315

912,925

404,013

545,913

2,672,166

Depreciation

At 1 January 2024

10,724

563,444

404,013

383,993

1,362,174

Charge for the year

-

112,863

-

32,774

145,637

At 31 December 2024

10,724

676,307

404,013

416,767

1,507,811

Carrying amount

At 31 December 2024

798,591

236,618

-

129,146

1,164,355

At 31 December 2023

798,591

266,511

-

110,272

1,175,374

Included within the net book value of land and buildings above is £798,591 (2023 - £798,591) in respect of freehold land and buildings.
 

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Company

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2024

5,546

5,546

Additions

292

292

At 31 December 2024

5,838

5,838

Depreciation

At 1 January 2024

3,325

3,325

Charge for the year

1,836

1,836

At 31 December 2024

5,161

5,161

Carrying amount

At 31 December 2024

677

677

At 31 December 2023

2,221

2,221

13

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

ETL Cambridge LLP

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ownership

100%

100%

England & Wales

HRpeople Services Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

78%

78%

England & Wales

ETL LEX Holdings Limited

3 Hardman Street, Glaisyers Etl, Manchester, England, M3 3HF

Ordinary

75%

0%

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

England & Wales

INNventory Limited

1 Pavilion Square, Cricketers Way
Westhoughton, Bolton,
BL5 3AJ

Ordinary

72.89%

72.89%

England & Wales

ETL IT Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

70%

70%

England & Wales

PAYEpeople Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

62.5%

62.5%

England & Wales

AJ Chambers Recruitment Ltd

4 Roche Close, Rochford, Essex, England, SS4 1PX

Ordinary

51%

51%

England & Wales

Glaisyers Solicitors LLP

1 St James' Square
Manchester
M2 6DN

Designated Member

51%

51%

England & Wales

Naylor Accountancy Services Ltd

16 Mount Pleasant Road, Tunbridge Wells, Kent, England, TN1 1QU

Ordinary

51%

51%

England & Wales

ETL Resourcing Ltd

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary

0%

70%

England & Wales

Associates

EKWilliams Accountants Limited

1 Pavilion Square, Cricketers Way,
Westhoughton, Bolton,
BL5 3AJ

Ordinary B

49%

49%

England & Wales

Nyman Libson Paul LLP

Regina House,
124 Finchley Road,
London, NW3 5JS

Designated Member

49%

49%

England & Wales

Attention To Finance Group Limited

55 Loudoun Road
St Johns Wood
London
NW8 OD

Ordinary

49%

49%

England & Wales

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Gerald Edelman LLP

73 Cornhill,
London,
EC3V 3QQ

Desigated Member

49%

49%

England & Wales

Carston Holdings Limited

1 Floor Tudor House,
16 Cathedral Road, Cardiff,
CF11 9LJ

Ordinary

44.9%

44.9%

England & Wales

SRLV LLP

Elsley Court, 20-22 Great Titchfield Street,
London
W1W 8BE

Designated Member

41.41%

41.41%

England & Wales

Sampson West Accountancy Limited

39a Welbeck Street
London
W1G 8DH

Ordinary

41%

41%

England & Wales

Kingscott Dix Limited

Goodridge Court,
Goodridge Avenue,
Gloucester, GL2 5EN

Ordinary

39%

39%

England and Wales

Robert Whowell & Partners LLP

78 Loughborough Road,
Quorn, Leicestershire,
United Kingdom, LE12 8DX

Ordinary

34%

34%

England and Wales

HWB Holdings Limited

Highland House, Mayflower Close,
Chandlers Ford, Eastleigh,
Hampshire, SO53 4AR

Ordinary

28%

43%

England & Wales

Clement Rabjohns Limited

111/113 High Street,
Evesham,
WR11 4XP

Ordinary

25%

25%

England & Wales

Wilder Coe Ltd

1st Floor Sackville House,
143-149 Fenchurch Street,
London, EC3M 6BL

Ordinary

24.5%

24.5%

England & Wales

Harold Sharp Limited

5 Brooklands Place,
Brooklands Road,
Sale, Cheshire, M33 3SD

Ordinary

24%

24%

England & Wales

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Fiander Tovell Group Limited

Stag Gates House,
63/64 The Avenue,
Southampton,
Hampshire, SO17 1XS

Ordinary

24%

24%

England & Wales

Ad Valorem Audit Services Limited

2 Manor Farm Court Old Wolverton Road, Old Wolverton, Milton Keynes, Buckinghamshire, MK12 5NN

Ordinary

19%

0%

England & Wales

Ad Valorem Group Limited

2 Manor Farm Court Old Wolverton Road, Old Wolverton, Milton Keynes, Buckinghamshire, MK12 5NN

Ordinary

19%

0%

England & Wales

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Subsidiary undertakings

ETL Cambridge LLP

The principal activity of ETL Cambridge LLP is Dormant

HRpeople Services Limited

The principal activity of HRpeople Services Limited is HR & Payroll Services

ETL LEX Holdings Limited

The principal activity of ETL LEX Holdings Limited is Other service activities

INNventory Limited

The principal activity of INNventory Limited is Franchise Accountants

ETL IT Limited

The principal activity of ETL IT Limited is IT Services

PAYEpeople Limited

The principal activity of PAYEpeople Limited is Payroll Services

AJ Chambers Recruitment Ltd

The principal activity of AJ Chambers Recruitment Ltd is Employment placement agencies

Glaisyers Solicitors LLP

The principal activity of Glaisyers Solicitors LLP is Legal services

Naylor Accountancy Services Ltd

The principal activity of Naylor Accountancy Services Ltd is Accounting activities

ETL Resourcing Ltd

The principal activity of ETL Resourcing Ltd is HR & Recruitment

Associate undertakings

EKWilliams Accountants Limited

The principal activity of EKWilliams Accountants Limited is Chartered Accountants .
 

 

Nyman Libson Paul LLP

The principal activity of Nyman Libson Paul LLP is Chartered Accountants .
 

 
 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Attention To Finance Group Limited

The principal activity of Attention To Finance Group Limited is Chartered Accountants .
 

 

Gerald Edelman LLP

The principal activity of Gerald Edelman LLP is Chartered Accountants .
 

 

Carston Holdings Limited

The principal activity of Carston Holdings Limited is Chartered Accountants .
 

 

SRLV LLP

The principal activity of SRLV LLP is Chartered Accountants .
 

 

Sampson West Accountancy Limited

The principal activity of Sampson West Accountancy Limited is Chartered Accountants .
 

 

Kingscott Dix Limited

The principal activity of Kingscott Dix Limited is Chartered Accountants .
 

 

Robert Whowell & Partners LLP

The principal activity of Robert Whowell & Partners LLP is Chartered Accountants .
 

 

HWB Holdings Limited

The principal activity of HWB Holdings Limited is Chartered Accountants .
 

 

Clement Rabjohns Limited

The principal activity of Clement Rabjohns Limited is Chartered Accountants .
 

 

Wilder Coe Ltd

The principal activity of Wilder Coe Ltd is Chartered Accountants .
 

 

Harold Sharp Limited

The principal activity of Harold Sharp Limited is Chartered Accountants .
 

 
 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Fiander Tovell Group Limited

The principal activity of Fiander Tovell Group Limited is Chartered Accoutnants .
 

 

Ad Valorem Audit Services Limited

The principal activity of Ad Valorem Audit Services Limited is Chartered Certified Accountants .
 

 

Ad Valorem Group Limited

The principal activity of Ad Valorem Group Limited is Chartered Certified Accountants .
 

 
 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Company

2024
£

2023
£

Investments in subsidiaries

4,241,145

3,752,835

Investments in associates

54,370,118

54,631,101

58,611,263

58,383,936

Subsidiaries

£

Cost or valuation

At 1 January 2024

3,871,141

Additions

488,310

At 31 December 2024

4,359,451

Provision

At 1 January 2024

118,306

Carrying amount

At 31 December 2024

4,241,145

At 31 December 2023

3,752,835

Associates

£

Cost

At 1 January 2024

57,678,185

Additions

684,265

Disposals

(945,248)

At 31 December 2024

57,417,202

Provision

At 1 January 2024

3,047,084

Carrying amount

At 31 December 2024

54,370,118

At 31 December 2023

54,631,101

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

14

debtors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

4,560,677

4,122,423

158

624

Amounts owed by related parties

23

25,457,042

23,630,118

30,779,033

28,500,693

Other debtors

 

4,473,695

2,294,476

3,921,927

1,809,839

Prepayments

 

1,788,820

1,207,791

165,390

229,630

Gross amount due from customers for contract work

 

3,785,785

2,975,281

-

-

 

40,066,019

34,230,089

34,866,508

30,540,786

Details of non-current trade and other debtors

Group

£7,680,420 (2023 - £7,860,000) of EKWilliams Accountants Limited is classified as non current. Part of the related party loan to associate company, EKWilliams Accountants Limited, is expected to be repaid after more than 1 year from the balance sheet date.

Company

£7,680,420 (2023 - £7,860,000) of EKWilliams Accountants Limited is classified as non current. Part of the related party loan to associate company, EKWilliams Accountants Limited, is expected to be repaid after more than 1 year from the balance sheet date.

15

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash on hand

100

323

-

-

Cash at bank

6,731,055

3,560,172

5,236,625

2,110,699

6,731,155

3,560,495

5,236,625

2,110,699

Bank overdrafts

(423,402)

-

-

-

Cash and cash equivalents in statement of cash flows

6,307,753

3,560,495

5,236,625

2,110,699

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

16

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

21

12,962,017

11,329,906

12,507,160

11,058,023

Trade creditors

 

1,847,252

1,468,753

28,284

1,783

Amounts due to related parties

23

7,728,080

30,749,122

8,178,080

6,474,238

Social security and other taxes

 

2,087,016

1,854,722

22,126

12,904

Other payables

 

2,479,229

1,916,547

1,364,732

1,024,541

Accruals

 

850,541

207,143

74,842

105,950

Income tax liability

10

1,083,470

616,439

883,903

467,430

 

29,037,605

48,142,632

23,059,127

19,144,869

Due after one year

 

Loans and borrowings

21

19,767,524

24,440,634

19,767,524

24,421,938

Other financial liabilities

 

27,503,794

1,148,288

27,503,794

25,855,172

 

47,271,318

25,588,922

47,271,318

50,277,110

17

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 January 2024

7,703

7,703

Increase (decrease) due to passage of time or unwinding of discount

(1,349)

(1,349)

At 31 December 2024

6,354

6,354

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £521,074 (2023 - £470,801).

19

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary of £0.10 each

1,000

100.00

1,000

100.00

Preference Shares of £1 each of £1 each

1,558,306

1,558,306

1,558,306

1,558,306

1,559,306

1,558,406

1,559,306

1,558,406

Redeemable preference shares

The Preference Shares of £1 each are redeemable at the option of the company. They are redeemable at £1 per share and carry no voting rights On a winding up of the company the holders of the shares have a right to receive preferred rights over the ordinary shares on a winding up of the company. Winding up value for redeemable preference share is £1,558,306.

20

Minority interests

The minority interests relate to:

ETL Cambridge LLP of which 0% (2023 - 0%) of the voting rights are held outside of the group.

HRpeople Services Limited of which 30% (2023 - 30%) of the voting rights are held outside of the group.

ETL LEX Holdings Limited of which 25% (2023 - 0%) of the voting rights are held outside of the group.

INNventory Limited of which 27.11% (2023 - 27.11%) of the voting rights are held outside of the group.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

ETL IT Limited of which 30% (2023 - 30%) of the voting rights are held outside of the group.

PAYEpeople Limited of which 37.5% (2023 - 37.5%) of the voting rights are held outside of the group.

AJ Chambers Recruitment Ltd of which 49% (2023 - 49%) of the voting rights are held outside of the group.

Glaisyers Solicitors LLP of which 49% (2023 - 49%) of the voting rights are held outside of the group.

Naylor Accountancy Services Ltd of which 49% (2023 - 49%) of the voting rights are held outside of the group.

ETL Resourcing Ltd of which 0% (2023 - 30%) of the voting rights are held outside of the group.

21

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

19,767,524

24,440,634

19,767,524

24,421,938

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

12,538,615

11,329,906

12,507,160

11,058,023

Bank overdrafts

423,402

-

-

-

12,962,017

11,329,906

12,507,160

11,058,023

Group

Bank borrowings

Bank Loan 1 is denominated in Sterling with a nominal interest rate of 1.47%, and the final instalment is due on 31 December 2024. The carrying amount at year end is £3,081 (2023 - £557,318).

Monthly repayment of capital and interest

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Bank Loan 2 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 May 2026. The carrying amount at year end is £3,951,601 (2023 - £6,691,500).

Monthly repayments covering capital and interest

Bank Loan 3 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £2,717,310 (2023 - £4,528,850).

Monthly repayments covering capital and interest

Bank Loan 4 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £594,822 (2023 - £991,369).

Monthly repayments covering capital and interest

Bank Loan 5 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £2,132,197 (2023 - £2,788,257).

Quarterly repayments covering capital and interest.

Bank Loan 6 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £2,870,517 (2023 - £3,753,753).

Quarterly repayments covering capital and interest.

Bank Loan 7 is denominated in Sterling with a nominal interest rate of 5.30%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £779,315 (2023 - £1,013,005).

Quarterly repayments covering capital and interest.

Bank Loan 8 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 June 2028. The carrying amount at year end is £2,623,739 (2023 - £3,214,406).

Quarterly repayments covering capital and interest.

Bank Loan 9 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 September 2027. The carrying amount at year end is £8,757,102 (2023 - £11,941,504).

Quarterly repayments covering capital and interest.

Bank Loan 10 is denominated in Sterling with a nominal interest rate of 7.48%, and the final instalment is due on 31 December 2029. The carrying amount at year end is £1,750,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

Bank Loan 11 is denominated in Sterling with a nominal interest rate of 7.48%, and the final instalment is due on 31 December 2029. The carrying amount at year end is £2,800,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Bank Loan 12 is denominated in Sterling with a nominal interest rate of 7.52%, and the final instalment is due on 30 December 2027. The carrying amount at year end is £945,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

Bank Loan 13 is denominated in Sterling with a nominal interest rate of 7.48%, and the final instalment is due on 31 December 2029. The carrying amount at year end is £2,350,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

INNventory Lloyds Loan is denominated in Sterling with a nominal interest rate of 4.75% and a Variable Element%, and the final instalment is due on 31 December 2024. The carrying amount at year end is £31,455 (2023 - £67,738).

INNventory Limited's business premises in Westhoughton, which is included in tangible fixed assets is secured against this loan
Originally a 10 year loan, repayable monthly covering capital and interest

Company

Bank borrowings

Bank Loan 1 is denominated in Sterling with a nominal interest rate of 1.47%, and the final instalment is due on 31 December 2024. The carrying amount at year end is £3,081 (2023 - £557,318).

Monthly repayment capital and interest

Bank Loan 2 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 May 2026. The carrying amount at year end is £3,951,601 (2023 - £6,691,500).

Monthly repayments covering capital and interest

Bank Loan 3 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £2,717,310 (2023 - £4,528,850).

Monthly repayments covering capital and interest

Bank Loan 4 is denominated in Sterling with a nominal interest rate of 3%, and the final instalment is due on 30 June 2026. The carrying amount at year end is £594,822 (2023 - £991,369).

Monthly repayments covering capital and interest

Bank Loan 5 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £2,132,197 (2023 - £2,788,257).

Quarterly repayments covering capital and interest.

Bank Loan 6 is denominated in Sterling with a nominal interest rate of 3.89%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £2,870,517 (2023 - £3,753,752).

Quarterly repayments covering capital and interest.

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Bank Loan 7 is denominated in Sterling with a nominal interest rate of 5.30%, and the final instalment is due on 31 January 2028. The carrying amount at year end is £779,315 (2023 - £1,013,005).

Quarterly repayments covering capital and interest.

Bank Loan 8 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 June 2028. The carrying amount at year end is £2,623,739 (2023 - £3,214,406).

Quarterly repayments covering capital and interest.

Bank Loan 9 is denominated in Sterling with a nominal interest rate of 7.26%, and the final instalment is due on 30 September 2027. The carrying amount at year end is £8,757,102 (2023 - £11,941,504).

Quarterly repayments covering capital and interest.

Bank Loan 10 is denominated in Sterling with a nominal interest rate of 7.48%, and the final instalment is due on 31 December 2029. The carrying amount at year end is £1,750,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

Bank Loan 11 is denominated in Sterling with a nominal interest rate of 7.48%, and the final instalment is due on 31 December 2029. The carrying amount at year end is £2,800,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

Bank Loan 12 is denominated in Sterling with a nominal interest rate of 7.52%, and the final instalment is due on 30 December 2027. The carrying amount at year end is £945,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

Bank Loan 13 is denominated in Sterling with a nominal interest rate of 7.48%, and the final instalment is due on 31 December 2029. The carrying amount at year end is £2,350,000 (2023 - £Nil).

Quarterly repayments covering capital and interest

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

22

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

374,596

374,596

Later than one year and not later than five years

679,239

926,235

1,053,835

1,300,831

The amount of non-cancellable operating lease payments recognised as an expense during the year was £374,596 (2023 - £374,461).

23

Related party transactions

Group

Summary of transactions with parent

ETL International AG, which is a related party of ETL Holdings (UK) Limited as its the ultimate parent company and has a common director with regard to Dr C Gorny. Related party loan
Formal loan repayment arrangements have been put in place between the company and its related companies ETL International AG and Freund & Partners GmbH. It was agreed annual repayments against the intercompany loans would be made and spread over a 5 year period. These loans have an interest rate between 3% - 6.9% per annum charged to the company on these balances.

Loans from related parties

2024

Parent
£

Total
£

At start of period

30,749,122

30,749,122

Advanced

12,585,499

12,585,499

Repaid

(9,407,849)

(9,407,849)

Interest transactions

1,120,239

1,120,239

At end of period

35,047,011

35,047,011

 

ETL Holdings (UK) Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

2023

Parent
£

Total
£

At start of period

17,746,198

17,746,198

Advanced

13,433,526

13,433,526

Repaid

(1,250,480)

(1,250,480)

Interest transactions

819,878

819,878

At end of period

30,749,122

30,749,122

24

Parent and ultimate parent undertaking

The company's immediate parent is ETL international AG, incorporated in Germany.