COMPANY REGISTRATION NO. 06165906 (England and Wales)
INDIGO SERVICE SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
INDIGO SERVICE SOLUTIONS LIMITED
COMPANY INFORMATION
Directors
Mr R Anderson
Mr J C Smith
Mr I Cole-Wilkins
Ms L Gratton
Company number
06165906
Registered office
C/O UHY Hacker Young
Lanyon House
Mission Court
Newport
NP20 2DW
Auditor
UHY Hacker Young
Lanyon House
Mission Court
Newport
South Wales
United Kingdom
NP20 2DW
Business address
4th Floor Suite
Harlequin House
7 High Street
Teddington
TW11 8EE
INDIGO SERVICE SOLUTIONS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Company profit and loss account
8
Group profit and loss account
9 - 10
Group statement of comprehensive income
11
Company balance sheet
12
Group balance sheet
13
Company statement of changes in equity
14
Group statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 36
INDIGO SERVICE SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 1 -
The directors present the strategic report for the period ended 30 September 2021.
Fair review of the business
The revenue stated in these accounts reflects an 18 month period and is therefore not directly comparable to the previous year. For the first 6 months revenue decreased due to the impact of Covid-19. The following 12 months showed fast recovery and sustainable growth.
The directors continue to focus on the company’s digital transformation throughout the group and has made significant investment in development of its own digital platforms as well as other systems in order to continually improve interactions with stakeholders and efficiency in the services it delivers.
Investment by the parent company in its technology led subsidiaries continues to augment its group approach. The group results include losses from these subsidiaries totalling £551,572. Group results also include amortisation of goodwill totalling £820,950. Excluding these factors the group made a profit of £1,784,822.
Principal risks and uncertainties
There are a number of potential risks and uncertainties which could have an impact on the
group
’s performance. These risks and uncertainties are monitored by the Board on a regular basis.
The Board and management team consider the risk implications of all significant business decisions and risks are re-assessed on a regular basis to ensure that any changes in the
group
’s operations, or the external environment, are identified and appropriately managed. The key risks affecting the business are as follows:
General economic conditions
The
group
operates
mostly in a
specialised market
for which demand can be influenced by the general economy. The
group
seeks to maintain competitive advantage by offering
additional
appropriate service
s
to its customers and subcontractors whilst maintaining a high level of customer service.
Operating Risk
The
group
’s reputation and continued success depends on its ability to provide its services to their customers efficiently and cost effectively. Appropriate staff training is undertaken in key areas such as customer service from their professional and dedicated staff.
Personnel risk
The
group
is a privately owned business and places great emphasis on recruiting and training high quality competent staff. The board considers succession planning on a regular basis.
Financial risk
Financial monitoring, forecasting and planning are continuous processes, with particular emphasis on balancing the maintenance of the gross profit margin with the delivery of a high quality service to customers. Trading uncertainty from market conditions can always impact the
group
's financial position and thereby its profitability which in turn impacts the
group
's cashflow. This financial period saw the introduction of the Domestic Reverse Charge for VAT which has impacted one of the main sectors in which the
group
operates. The directors continue to monitor the position to ensure the
group
has sufficient funds available for ongoing operations.
Changes to employment laws
The
group
has kept abreast of changes in employment law. The
group
works closely with its suppliers and customers to ensure full compliance with all current and prospective laws.
Development and performance
The group has made good progress in its digital resilience and transformation plans by shifting the way it engages with its customers and subcontractors to its digital platform.
The group made significant changes and investment to internal systems and restructured some departments to prioritise staff wellbeing whilst maintaining service quality at a high level.
INDIGO SERVICE SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 2 -
Key performance indicators
A key
financial
indicator is turnover levels, which is an indicator of increase in market share.
A key non-financial key indicator is the number of employees required to maintain and service the client base.
Promoting the success of the company
Statement by the Directors in performance of their statutory duties in accordance with section 172 (1) of the Companies Act 2006.
The Board considers the interests of a range of stakeholders impacted by our business and recognises that valuable stakeholder engagement underpins our ability to achieve our purpose and strategic plans.
Covid-19
The Board ensured controls were in place to meet government requirements and consider the employees’ wellbeing. A work from home strategy was implemented in March 2020 with a gradual and flexible return to site implementing new ways to work.
Employee engagement
Our strategy is to attract, develop and retain talent.
The groups
employees are key to its success to help maintain our reputation for high standards of service delivery.
The Board engaged the expertise of an outsourced HR support to strengthen
group
policies, comply with employment laws, demonstrate best practice and promote teamwork to achieve business goals.
Other stakeholder engagement
The
group
’s strategy includes the enhancement of digital services available to its stakeholders to continually improve the standard and speed of service it delivers. The Board continues to monitor the investment and development in these services.
We work closely with our customers to understand sector challenges so that we can continue to improve and adapt to their needs. The Senior Management Team meet regularly to share customer and business updates across departments.
The introduction of a designated customer service team as well as investment in internal operating systems has resulted in improved communication with stakeholders and wellbeing of employees.
Community and environment
The Board is mindful of the impact the groups operations may have upon the community environment and incorporate various activities and charitable donations into the strategy the group has, in order to maintain good community relations.
Mr I Cole-Wilkins
Director
16 June 2022
INDIGO SERVICE SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 3 -
The directors present their annual report and financial statements for the period ended 30 September 2021.
Principal activities
The principal activities of the group during the period remained to be commercial subcontracting, identity verification, AML, KYC services, supply chain assurance, outsourced payroll and other business outsourcing. These services as per the prior year were predominantly supplied to the construction, healthcare, estate agency, legal and accounting sectors.
Results and dividends
The results
of the group
for the period are set out on pages 9 to 10.
The company's results are set out on page
8
. The results are discussed in the strategic report on page 1.
Ordinary dividends were paid amounting
£1,327,234 (2020:
£525,420).
The
directors do not recommend
payment of a f
urther
dividend
.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr R Anderson
Mr J C Smith
Mr I Cole-Wilkins
Ms L Gratton
Employee involvement
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
Auditor
UHY Hacker Young were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006.
Energy and carbon report
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
INDIGO SERVICE SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 4 -
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
;
-
prepare the
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.
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.
Going concern
The group had net current liabilities at 30 September 2021 of £1,028,888 (31 March 2020: £3,912,927). The directors have confirmed that they have the support of the bank and other lenders and have confirmed that the other borrowings will not be called within the foreseeable future. The group has net assets at 30 September 2021 of £7,059,555 (31 March 2020: £8,204,631), this includes goodwill of £8,814,158, refer to note 2 for discussion on the judgement in respect of the valuation of this goodwill.
The group had cash at bank at 30 September 2021 of £5,982,343 (31 March 2020: £2,748,784).
At the time of approving the financial statements, the directors have a reasonable expectation that the
group
has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
On behalf of the board
Mr I Cole-Wilkins
Director
16 June 2022
INDIGO SERVICE SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INDIGO SERVICE SOLUTIONS LIMITED
- 5 -
Opinion
We have audited the
financial statements of
Indigo Service Solutions Limited
(the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2021 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements,
including
significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 30 September 2021 and of the group's profit for the period 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
company
in accordance with the ethical requirements that are relevant to our audit of the
financial statements
in the UK, including the FRC’s Ethical Standard
, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
Subject to our comment above in relation to emphasis of matter on going concern, w
e have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
-
the
directors'
use of the going concern basis of accounting in the preparation of the
financial statements
is not appropriate; or
-
the
directors have
not disclosed in the
financial statements
any identified material uncertainties that may cast significant doubt about the
group's or the parent
company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the
financial statements
are authorised for issue
.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the directors'
r
eport for the financial period for which the financial statements are prepared is consistent with the financial statements
; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
INDIGO SERVICE SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INDIGO SERVICE SOLUTIONS LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the
group and the parent
company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
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 directors'
r
esponsibilities
s
tatement, 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
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
.
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
.
Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
-
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;
-
we identified the laws and regulations applicable to the
group
through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
-
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the
group
, including the Companies Act 2006;
-
we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
-
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the
group
's financial statements to material misstatements, including obtaining an understanding of how fraud might occur, by:
-
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
-
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
INDIGO SERVICE SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INDIGO SERVICE SOLUTIONS LIMITED
- 7 -
To address risk of fraud through management bias and override of controls, we:
-
performed analytical procedures to identify any unusual or unexpected relationships;
-
tested journal entries to identify unusual transactions;
-
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
-
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion
.
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.
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 John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
16 June 2022
Chartered Accountants
Statutory Auditor
Newport
South Wales
United Kingdom
INDIGO SERVICE SOLUTIONS LIMITED
PARENT COMPANY PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 8 -
Period
Year
ended
ended
30 September
31 March
2021
2020
£
£
Turnover
234,718,918
135,694,849
Cost of sales
(230,671,977)
(133,878,829)
Gross profit
4,046,941
1,816,020
Administrative expenses
(4,202,429)
(3,309,458)
Other operating income
1,655,129
2,450,398
Operating profit
1,499,641
956,960
Interest receivable and similar income
13,625
3,386
Interest payable and similar expenses
(214,496)
(195,940)
Profit before taxation
1,298,770
764,406
Tax on profit
(19,072)
52,522
Profit for the financial period
1,279,698
816,928
INDIGO SERVICE SOLUTIONS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 9 -
Period
Period
Period
Year
Year
Year
ended
ended
ended
ended
ended
ended
30 September
30 September
30 September
31 March
31 March
31 March
2021
2021
2021
2020
2020
2020
Excluding amortisation of goodwill
Amortisation of goodwill
Total
Excluding amortisation of goodwill
Amortisation of goodwill
Total
Notes
13
13
£
£
£
£
£
£
Turnover
3
275,647,694
-
275,647,694
159,561,125
159,561,125
Cost of sales
(266,729,735)
-
(266,729,735)
(154,038,671)
(154,038,671)
Gross profit
8,917,959
-
8,917,959
5,522,454
5,522,454
Administrative expenses
(8,097,317)
(820,950)
(8,918,267)
(5,765,346)
(544,088)
(6,309,434)
Other operating income
4
1,007,569
-
1,007,569
463,430
-
463,430
Operating profit/(loss)
10
1,828,211
(820,950)
1,007,261
220,538
(544,088)
(323,550)
Interest receivable and similar income
8
21,749
-
21,749
6,294
-
6,294
Interest payable and similar expenses
9
(216,054)
-
(216,054)
(195,940)
-
(195,940)
Profit/(loss) before taxation
1,633,906
(820,950)
812,956
30,892
(544,088)
(513,196)
Tax on profit/(loss)
11
(400,656)
-
(400,656)
133,058
-
133,058
Profit/(loss) for the financial period
25
1,233,250
(820,950)
412,300
163,950
(544,088)
(380,138)
INDIGO SERVICE SOLUTIONS LIMITED
GROUP PROFIT AND LOSS ACCOUNT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
Period
Period
Period
Year
Year
Year
ended
ended
ended
ended
ended
ended
30 September
30 September
30 September
31 March
31 March
31 March
2021
2021
2021
2020
2020
2020
Excluding amortisation of goodwill
Amortisation of goodwill
Total
Excluding amortisation of goodwill
Amortisation of goodwill
Total
Notes
13
13
£
£
£
£
£
£
- 10 -
Profit/(loss) for the financial period is attributable to:
- Owners of the parent company
-
-
233,029
-
-
(413,959)
- Non-controlling interests
179,271
-
179,271
-
-
33,821
-
-
412,300
-
-
(380,138)
INDIGO SERVICE SOLUTIONS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 11 -
Period
Year
ended
ended
30 September
31 March
2021
2020
£
£
Profit/(loss) for the period
412,300
(380,138)
Other comprehensive income
-
-
Total comprehensive income for the period
412,300
(380,138)
Total comprehensive income for the period is attributable to:
- Owners of the parent company
233,029
(413,959)
- Non-controlling interests
179,271
33,821
412,300
(380,138)
INDIGO SERVICE SOLUTIONS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2021
30 September 2021
- 12 -
2021
2020
Notes
£
£
£
£
Fixed assets
Tangible assets
14
73,365
82,870
Investment properties
15
1,255,013
1,255,013
Investments
16
11,226,196
11,225,740
12,554,574
12,563,623
Current assets
Debtors
18
11,161,039
13,500,614
Cash at bank and in hand
5,578,573
1,391,601
16,739,612
14,892,215
Creditors: amounts falling due within one year
19
(13,532,823)
(15,121,657)
Net current assets/(liabilities)
3,206,789
(229,442)
Total assets less current liabilities
15,761,363
12,334,181
Creditors: amounts falling due after more than one year
20
(4,001,924)
(546,278)
Provisions for liabilities
Deferred tax liability
22
81,618
62,546
(81,618)
(62,546)
Net assets
11,677,821
11,725,357
Capital and reserves
Called up share capital
24
6,555
6,555
Share premium account
25
9,994,145
9,994,145
Profit and loss reserves
25
1,677,121
1,724,657
Total equity
11,677,821
11,725,357
The financial statements were approved by the board of directors and authorised for issue on 16 June 2022 and are signed on its behalf by:
16 June 2022
Mr I Cole-Wilkins
Director
Company Registration No. 06165906
INDIGO SERVICE SOLUTIONS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2021
30 September 2021
- 13 -
2021
2020
Notes
£
£
£
£
Fixed assets
Goodwill
13
8,814,158
9,635,108
Other intangible assets
13
2,389,826
1,652,057
Total intangible assets
11,203,984
11,287,165
Tangible assets
14
133,750
127,161
Investment properties
15
1,255,013
1,255,013
Investments
16
100,000
100,000
12,692,747
12,769,339
Current assets
Debtors
18
8,527,864
10,750,918
Cash at bank and in hand
5,982,343
2,748,784
14,510,207
13,499,702
Creditors: amounts falling due within one year
19
(15,539,095)
(17,412,629)
Net current liabilities
(1,028,888)
(3,912,927)
Total assets less current liabilities
11,663,859
8,856,412
Creditors: amounts falling due after more than one year
20
(4,040,004)
(546,278)
Provisions for liabilities
22
(564,300)
(105,503)
Net assets
7,059,555
8,204,631
Capital and reserves
Called up share capital
24
6,555
6,555
Share premium account
25
9,994,145
9,994,145
Profit and loss reserves
25
(2,362,099)
(1,267,894)
Equity attributable to owners of the parent company
7,638,601
8,732,806
Non-controlling interests
(579,046)
(528,175)
7,059,555
8,204,631
The financial statements were approved by the board of directors and authorised for issue on 16 June 2022 and are signed on its behalf by:
16 June 2022
Mr I Cole-Wilkins
Director
INDIGO SERVICE SOLUTIONS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2019
6,555
9,994,145
1,433,149
11,433,849
Period ended 31 March 2020:
Profit and total comprehensive income for the period
-
-
816,928
816,928
Dividends
12
-
-
(525,420)
(525,420)
Balance at 31 March 2020
6,555
9,994,145
1,724,657
11,725,357
Period ended 30 September 2021:
Profit and total comprehensive income for the period
-
-
1,279,698
1,279,698
Dividends
12
-
-
(1,327,234)
(1,327,234)
Balance at 30 September 2021
6,555
9,994,145
1,677,121
11,677,821
INDIGO SERVICE SOLUTIONS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2019
6,555
9,994,145
(328,515)
9,672,185
(361,996)
9,310,189
Period ended 31 March 2020:
Loss and total comprehensive income for the period
-
-
(413,959)
(413,959)
33,821
(380,138)
Dividends
12
-
-
(525,420)
(525,420)
(200,000)
(725,420)
Balance at 31 March 2020
6,555
9,994,145
(1,267,894)
8,732,806
(528,175)
8,204,631
Period ended 30 September 2021:
Profit and total comprehensive income for the period
-
-
233,029
233,029
179,271
412,300
Dividends
12
-
-
(1,327,234)
(1,327,234)
(230,142)
(1,557,376)
Balance at 30 September 2021
6,555
9,994,145
(2,362,099)
7,638,601
(579,046)
7,059,555
INDIGO SERVICE SOLUTIONS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 16 -
2021
2020
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
4,967,621
5,650,279
Interest paid
(216,054)
(195,940)
Income taxes refunded
134,087
66,023
Net cash inflow from operating activities
4,885,654
5,520,362
Investing activities
Purchase of intangible assets
(944,541)
(1,125,963)
Purchase of tangible fixed assets
(73,257)
(70,608)
Purchase of investment property
-
(1,817)
Purchase of investments
-
(100,000)
Payments on directors loan accounts
(734,910)
(469,352)
Interest received
21,749
6,294
Net cash used in investing activities
(1,730,959)
(1,761,446)
Financing activities
Proceeds from issue of shares
(1)
-
Repayment of borrowings
(349,818)
(2,241,340)
Repayment of bank loans
23,617
(41,136)
Dividends paid to equity shareholders
(891,988)
(165,420)
Dividends paid to non-controlling interests
(230,142)
(200,000)
Net cash used in financing activities
(1,448,332)
(2,647,896)
Net increase in cash and cash equivalents
1,706,363
1,111,020
Cash and cash equivalents at beginning of period
2,748,784
1,637,764
Cash and cash equivalents at end of period
4,455,147
2,748,784
Relating to:
Cash at bank and in hand
5,982,343
2,748,784
Bank overdrafts included in creditors payable within one year
(1,527,196)
-
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 17 -
1
Accounting policies
Company information
Indigo Service Solutions Limited
(“the company”)
is a
private
limited company domiciled and incorporated in
England and Wales
.
The registered office is
C/O UHY Hacker Young, Lanyon House, Mission Court, Newport, NP20 2DW
and its principal place of business is Harlequin House, 7 High Street, Teddington, TW11 8EE.
The group consists of Indigo Service Solutions 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 a
mounts
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
:
The
disclosure
requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
-
Section 26 ‘Share based Payment’
:
Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
-
Section 33 ‘Related Party Disclosures’
:
Compensation for key management personnel
.
1.2
Business combinations
In the parent company
financial statements, t
he 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. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
I
nvestments in subsidiaries
are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company
Indigo Service Solutions 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 30 September 2021
.
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
g
roup.
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.
1.4
Going concern
The group had net current liabilities at 30 September 2021 of £1,028,888 (31 March 2020: £3,912,927). The directors have confirmed that they have the support of the bank and other lenders and have confirmed that the other borrowings will not be called within the foreseeable future. The group has net assets at 30 September 2021 of £7,059,555 (31 March 2020: £8,204,631), this includes goodwill of £8,814,158, refer to note 2 for discussion on the judgement in respect of the valuation of this goodwill.
The group had cash at bank at 30 September 2021 of £5,982,343 (31 March 2020: £2,748,784).
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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Reporting period
The accounts for the current period are for a length of 18 months from 1 April 2020 to 30 September 2021. The prior period is for a length of 12 months
1 April
2019 to 31 March 2020 and are therefore not entirely comparable.
1.6
Turnover
Turnover
represents total recharged direct labour costs and associated administration fee, net of value added tax.
The company operates as a principal and therefore records its income gross, without the deduction of associated direct labour costs.
1.7
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
1.8
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of
a
business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 19 -
1.9
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Licences
10-25% straight line
Development costs
10 years straight line
1.10
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
10% straight line
Software development
25% straight line from date of development
Fixtures and fittings
20%-33.33% straight line or 25% reducing balance
Computers
20% straight line
Website
25% straight line
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
.
1.11
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure
. Subsequently it is measured
at fair value a
t
the reporting end date.
Changes in fair value are recognised in profit or loss.
1.12
Fixed asset investments
Equity in
vest
ments are measured at fair value through profit or loss
,
except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably
,
which are recognised at cost less impairment until a reliable measure of fair value becomes available.
I
n the parent company
financial statements,
investments in subsidiaries, are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the
group. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 20 -
1.13
Impairment of fixed assets
At each reporting
period
end date, the
group
reviews the carrying amounts of its tangible
and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
1.14
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.
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses
.
1.15
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.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
1
Accounting policies
(Continued)
- 21 -
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
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 lease
d
asset are consumed.
1.19
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Valuation of investment properties
The company carries
its
investment property
at fair value
in accordance with FRS 102
. The
investment property was acquired in 2018 for £938,532; the
carrying value at
31 March 2018
was
estimated to be
£
1,255,015
.
The directors have concluded that there has been no change in the fair value to 30 September 2021.
Changes in the fair value of investment properties are recognised in profit or loss. The valuation
was
carried out by the directors based on comparable market data
based on prices of similar properties in the surrounding area. Clearly this involves significant judgement from the directors.
Goodwill
The company acquired an additional
interest in
FRS Contractor Solutions Limited in
pr
evious
years via a share for share exchange, taking the groups stake to 60%. The company's shareholders and the shareholders of FRS Contractor Solutions Limited jointly agreed that the fair value of the share consideration was £1,000,000. The value
was
determined based on valuation techniques and the estimation of future cashflows to be generated over a number of years. The estimation of fair value requires a combination of assumptions including future revenue and profitability.
The company acquired 6
0
% of Credas Technologies Ltd in previous years via a share for share exchange. The company's shareholders and the shareholders of Credas jointly agreed that the fair value of Credas at the date was £15,000,000 on the basis that Credas is at the advanced stages of developing software that is expected to be commercially successful. The value of the software is not recognised in the books of Credas as this is an internally generated intangible asset. The value
was
determined based on valuation techniques and the estimation of future cashflows to be generated over a number of years. The estimation of fair value requires a combination of assumptions including future revenue and profitability.
An additional 2% was acquired
in 2019
for cash consideration of £454,051.
The fair value and carrying value of these
includes significant judgement and estimation uncertainty and variations in assumptions could have a significant impact on the company value and hence the company's net assets.
Development costs
Development costs are capitalised when the directors believe that the technical, commercial and financial feasibility can be demonstrated. At 30 September 2021 £2,603,324 (31 March 2020: £1,658,783) of development costs had been capitalised.
Capitalised development costs are being amortised over 10 years.
The assessment of technical, commercial and financial feasibility involves significant judgement. The choice of useful economic life also includes significant judgement and the choice of life can have a significant effect on the company's results.
3
Turnover and other revenue
18m to 30 September 2021
12m to 31 March 2020
£
£
Turnover analysed by class of business
Rendering of services
275,647,694
159,561,125
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 23 -
4
Other operating income
18m to 30 September 2021
12m to 31 March 2020
£
£
Coronavirus Job Retention Scheme grant
490,203
-
Other Coronavirus funding
108,000
-
Compensation
-
400,000
Introduction fees
238,867
-
Insurance claim
128,861
63,430
Other
41,638
-
1,007,569
463,430
The compensation relates to an agreed settlement from a supplier on termination of certain services.
5
Auditor's remuneration
18m to 30 September 2021
12m to 31 March 2020
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
23,000
22,000
Audit of the financial statements of the company's subsidiaries
29,500
20,250
52,500
42,250
For other services
Taxation compliance services
6,550
6,200
Other taxation services
9,000
9,000
15,550
15,200
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
18m to 30 September 2021
12m to 31 March 2020
18m to 30 September 2021
12m to 31 March 2020
Number
Number
Number
Number
Subcontractors
476
407
2
107
Administrative staff
51
51
15
18
Management staff
2
2
2
2
Total
529
460
19
127
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
6
Employees
(Continued)
- 24 -
Their aggregate remuneration comprised:
Group
Company
18m to 30 September 2021
12m to 31 March 2020
18m to 30 September 2021
12m to 31 March 2020
£
£
£
£
Wages and salaries
36,087,601
22,161,189
1,602,275
2,935,360
Social security costs
1,570,196
1,013,004
168,047
234,437
Pension costs
199,752
129,035
20,311
24,169
37,857,549
23,303,228
1,790,633
3,193,966
7
Directors' remuneration
18m to 30 September 2021
12m to 31 March 2020
£
£
Remuneration for qualifying services
515,794
298,953
Company pension contributions to defined contribution schemes
3,947
2,632
497,711
301,585
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2020 - 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
18m to 30 September 2021
12m to 31 March 2020
£
£
Remuneration for qualifying services
222,948
188,943
8
Interest receivable and similar income
18m to 30 September 2021
12m to 31 March 2020
£
£
Interest income
Interest on bank deposits
1,933
21
Other interest income
19,816
6,273
Total income
21,749
6,294
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 25 -
9
Interest payable and similar expenses
18m to 30 September 2021
12m to 31 March 2020
£
£
Interest on bank overdrafts and loans
46,963
15,094
Interest on other loans
169,091
180,846
Total finance costs
216,054
195,940
10
Operating profit/(loss)
18m to 30 September 2021
12m to 31 March 2020
£
£
Operating profit/(loss) for the period is stated after charging/(crediting):
Government grants
(599,502)
Depreciation of owned tangible fixed assets
66,668
36,718
Amortisation of intangible assets
1,027,722
552,923
Operating lease charges
394,124
292,717
Amortisation charge is made up of £206,772 (31 March 2020: £8,835) on development costs and £820,950 (31 March 2020: £544,088) on goodwill.
11
Taxation
18m to 30 September 2021
12m to 31 March 2020
£
£
Current tax
UK corporation tax on profits for the current period
(58,141)
(79,926)
Deferred tax
Origination and reversal of timing differences
321,711
(66,062)
Changes in tax rates
57,537
12,781
Adjustment in respect of prior periods
79,549
149
Total deferred tax
458,797
(53,132)
Total tax charge/(credit)
400,656
(133,058)
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
11
Taxation
(Continued)
- 26 -
The actual charge/(credit) for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
18m to 30 September 2021
12m to 31 March 2020
£
£
Profit/(loss) before taxation
812,956
(513,196)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
154,462
(97,507)
Tax effect of expenses that are not deductible in determining taxable profit
(140,155)
(292,874)
Gains not taxable
3,659
Tax effect of utilisation of tax losses not previously recognised
(101,557)
101,557
Permanent capital allowances in excess of depreciation
39,039
29
Depreciation on assets not qualifying for tax allowances
(2,605)
(6,597)
Amortisation on assets not qualifying for tax allowances
154,620
104,637
Research and development tax credit
(112,998)
53,009
Other permanent differences
(84,015)
Deferred tax adjustments in respect of prior years
79,549
149
Deferred tax
321,711
(11,901)
Change in deferred tax rate
57,537
12,781
Utilisation of tax losses
35,068
Taxation charge/(credit)
400,656
(133,058)
12
Dividends
18m to 30 September 2021
12m to 31 March 2020
Recognised as distributions to equity holders:
£
£
Final paid
1,122,130
525,420
Interim paid
205,104
-
1,327,234
525,420
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 27 -
13
Intangible fixed assets
Group
Goodwill
Licences
Development costs
Total
£
£
£
£
Cost
At 1 April 2020
10,946,006
24,750
1,658,783
12,629,539
Additions - internally developed
944,541
944,541
At 30 September 2021
10,946,006
24,750
2,603,324
13,574,080
Amortisation and impairment
At 1 April 2020
1,310,898
24,750
6,726
1,342,374
Amortisation charged for the period
820,950
206,772
1,027,722
At 30 September 2021
2,131,848
24,750
213,498
2,370,096
Carrying amount
At 30 September 2021
8,814,158
2,389,826
11,203,984
At 31 March 2020
9,635,108
1,652,057
11,287,165
The company had no intangible fixed assets at 30 September 2021 or 31 March 2020.
14
Tangible fixed assets
Group
Leasehold improvements
Software development
Fixtures and fittings
Computers
Website
Total
£
£
£
£
£
£
Cost
At 1 April 2020
52,966
5,863
245,907
21,794
12,700
339,230
Additions
7,244
44,677
21,336
73,257
At 30 September 2021
60,210
5,863
290,584
43,130
12,700
412,487
Depreciation and impairment
At 1 April 2020
16,453
177,840
5,076
12,700
212,069
Depreciation charged in the period
8,580
49,535
8,553
66,668
At 30 September 2021
25,033
227,375
13,629
12,700
278,737
Carrying amount
At 30 September 2021
35,177
5,863
63,209
29,501
133,750
At 31 March 2020
36,513
5,863
68,067
16,718
127,161
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
14
Tangible fixed assets
(Continued)
- 28 -
Company
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 April 2020
52,966
198,355
251,321
Additions
7,244
26,197
33,441
At 30 September 2021
60,210
224,552
284,762
Depreciation and impairment
At 1 April 2020
16,453
151,998
168,451
Depreciation charged in the period
8,580
34,366
42,946
At 30 September 2021
25,033
186,364
211,397
Carrying amount
At 30 September 2021
35,177
38,188
73,365
At 31 March 2020
36,513
46,357
82,870
15
Investment property
Group
Company
30 September 2021
30 September 2021
£
£
Fair value
At 1 April 2020 and 30 September 2021
1,255,013
1,255,013
Investment property comprises properties held by the company for capital appreciation. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors at the year end. The valuation was made on an open market value basis, this is discussed further in critical accounting judgements and estimation uncertainty in the accounting policies.
The bank loan within the financial statements is secured against the investment property.
16
Fixed asset investments
Group
Company
30 September 2021
31 March 2020
30 September 2021
31 March 2020
Notes
£
£
£
£
Investments in subsidiaries
17
11,126,196
11,125,740
Other investments
100,000
100,000
100,000
100,000
100,000
100,000
11,226,196
11,225,740
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
16
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Group
Other
£
Cost or valuation
At 1 April 2020 and 30 September 2021
100,000
Carrying amount
At 30 September 2021
100,000
At 31 March 2020
100,000
Other investments relate to a 5% holding in a limited company.
Movements in fixed asset investments
Company
Shares in subsidiaries
Other
Total
£
£
£
Cost or valuation
At 1 April 2020
11,125,740
100,000
11,225,740
Additions
456
-
456
At 30 September 2021
11,126,196
100,000
11,226,196
Carrying amount
At 30 September 2021
11,126,196
100,000
11,226,196
At 31 March 2020
11,125,740
100,000
11,225,740
During the period the company acquired 100% of Indigo Platform Limited by issuing 100 Ordinary shares.
During the period the company acquired 100% of Haymans Hall Limited by issuing 100 Ordinary shares.
During the period the company acquired 100% of ISCA Ireland Limited by issuing 100 Ordinary shares.
During the period the company acquired 100% of Condrington Hall Limited by issuing 100 Ordinary shares.
During the period the company acquired 100% of Indigo Platform Ireland Limited by issuing 100 Ordinary shares.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 30 -
17
Subsidiaries
Details of the company's subsidiaries at 30 September 2021 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Credas Technologies Ltd
3
Real-time identity verification
Ordinary
62.00
14.00
FRS Contractor Solutions Limited
1
Provision of subcontract services
Ordinary A
60.00
0
Indigo Tech Holdings Limited
2
Holding company
Ordinary
100.00
0
ISCA Tech Limited
2
Software development
Ordinary
0
100.00
Indigo Central Services Limited
2
Software development
Ordinary
0
100.00
Indigo Platform Limited
2
Software development
Ordinary
100.00
0
Haymans Hall Limited
4
Dormant
Ordinary
100.00
0
ISCA Ireland Limited
4
Dormant
Ordinary
100.00
0
Codrington Limited
4
Dormant
Ordinary
100.00
0
Indigo Platform Ireland Limited
4
Dormant
Ordinary
100.00
0
Registered office addresses (all UK unless otherwise indicated):
1
Tec Marina, Terra Nova Way, Penarth, Wales, CF64 1SA
2
C/O Uhy Hacker Young Lanyon House, Mission Court, Newport, NP20 2DW
3
The Maltings, East Tyndall Street, Cardiff Bay, UK, CF24 5EA
4
Unit 6, Block A, Broomfield Business Park, Malahide Co, Dublin, Ireland, K36 E398
All companies registered office are within England and Wales.
18
Debtors
Group
Company
30 September 2021
31 March 2020
30 September 2021
31 March 2020
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,654,247
4,076,855
3,305,764
2,578,731
Unpaid share capital
701
700
700
700
Corporation tax recoverable
73,515
149,461
Amounts owed by group undertakings
-
-
4,776,945
5,466,365
Other debtors
2,575,913
2,876,659
1,902,814
1,871,253
Prepayments and accrued income
1,223,488
3,647,243
1,174,816
3,583,565
8,527,864
10,750,918
11,161,039
13,500,614
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 31 -
19
Creditors: amounts falling due within one year
Group
Company
30 September 2021
31 March 2020
30 September 2021
31 March 2020
Notes
£
£
£
£
Bank loans and overdrafts
21
1,577,898
41,136
1,568,028
41,136
Other borrowings
21
3,829,493
3,829,493
Trade creditors
548,827
668,784
247,633
313,443
Amounts owed to group undertakings
339,577
Other taxation and social security
8,502,107
8,448,493
7,198,156
7,361,262
Other creditors
4,043,753
2,018,132
3,945,825
1,944,652
Accruals and deferred income
866,510
2,406,591
233,604
1,631,671
15,539,095
17,412,629
13,532,823
15,121,657
20
Creditors: amounts falling due after more than one year
Group
Company
30 September 2021
31 March 2020
30 September 2021
31 March 2020
Notes
£
£
£
£
Bank loans and overdrafts
21
560,329
546,278
522,249
546,278
Other borrowings
21
3,479,675
3,479,675
4,040,004
546,278
4,001,924
546,278
Amounts included above which fall due after five years are as follows:
Payable by instalments
357,705
381,734
357,705
381,734
21
Loans and overdrafts
Group
Company
30 September 2021
31 March 2020
30 September 2021
31 March 2020
£
£
£
£
Bank loans
611,031
587,414
563,385
587,414
Bank overdrafts
1,527,196
1,526,892
Other loans
3,479,675
3,829,493
3,479,675
3,829,493
5,617,902
4,416,907
5,569,952
4,416,907
Payable within one year
1,577,898
3,870,629
1,568,028
3,870,629
Payable after one year
4,040,004
546,278
4,001,924
546,278
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
21
Loans and overdrafts
(Continued)
- 32 -
The bank loan is secured against the investment property held within the financial statements.
Bank overdrafts totalling £1,526,892 (31 March 2020: £nil) relate to invoice discounting facilities which are secured against trade debtors. This is included within creditors due within one year.
During the period the terms of the other loan were changed and the loan is now due after more than one year. Interest is charged at 2.00% per annum.
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
30 September 2021
31 March 2020
Group
£
£
Accelerated capital allowances
23,002
15,399
Tax losses
(83,692)
(163,482)
Other
624,990
253,586
564,300
105,503
Liabilities
Liabilities
30 September 2021
31 March 2020
Company
£
£
Accelerated capital allowances
12,913
10,330
Other
68,705
52,216
81,618
62,546
Group
Company
2021
2021
Movements in the period:
£
£
Liability at 1 April 2020
105,503
62,546
Charge to profit or loss
458,797
19,072
Liability at 30 September 2021
564,300
81,618
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 33 -
23
Retirement benefit schemes
30 September 2021
31 March 2020
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
199,752
129,035
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.
At the period end the group had outstanding pension contributions of £28,808 (31 March 2020: £20,301), this amount being included within creditors due within one year.
24
Share capital
30 September 2021
31 March 2020
30 September 2021
31 March 2020
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £1 each
300
300
300
300
Ordinary 'A' shares of £1 each
100
100
100
100
Ordinary 'B' shares of £1 each
100
100
100
100
Ordinary 'C' shares of £1 each
100
100
100
100
Ordinary 'D' shares of £1 each
100
100
100
100
Ordinary 'E' shares of £1 each
5,821
5,821
5,821
5,821
Ordinary 'F' shares of £1 each
34
34
34
34
6,555
6,555
6,555
6,555
Ordinary shares carry a right to attend meetings, to vote at meetings, to distributions on a wind-up and an entitlement to receive dividends. Other classes of shares have no rights, other than an entitlement to receive dividends.
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 34 -
25
Reserves
Share premium
The fair value of Credas Technologies Ltd was determined to be £15,000,000, therefore the company has recorded the fair value of its investment at £9,
0
00,000 and has recognised a share premium of £
8,994,179
.
The fair value of
the shares issued to acquire shares in FRS Contractor Solutions Limited
was determined to be £
1
,000,000, therefore the company has recorded the fair value of its investment at £1,000,000 and has recognised a share premium of £999,966.
26
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
30 September 2021
31 March 2020
30 September 2021
31 March 2020
£
£
£
£
Within one year
190,748
249,866
98,847
153,157
Between two and five years
137,639
360,643
133,531
270,448
328,387
610,509
232,378
423,605
27
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
30 September 2021
31 March 2020
£
£
Aggregate compensation
570,353
372,782
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
27
Related party transactions
(Continued)
- 35 -
Other information
The directors operate a current loan account with the group
.
The balance outstanding at the year end amounted to
£522,676 owed from the directors (31 March 2020:
£
223,012)
and is included in
debtors falling due within one year
.
Mr R Anderson is a director and shareholder. During the period Mr R Anderson received dividends of £75,000
(2020: £25,273) from the group.
Mr I Cole-Wilkins is a director and shareholder. During the period Mr I Cole-Wilkins received dividends of £263,287 (31 March 2020: £200,000) from the group.
Mr J Smith is a director
and shareholder
.
During the period Mr
J Smith
received dividends of £22,500 (31 March 2020: £7,000) from the group.
28
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Directors loan account
2.50
220,471
806,172
19,816
(523,781)
522,678
Directors loan account
-
2,500
-
-
(2,500)
-
222,971
806,172
19,816
(526,281)
522,678
29
Controlling party
There is deemed to be no controlling party.
30
Cash generated from group operations
2021
2020
£
£
Profit/(loss) for the period after tax
412,300
(380,138)
Adjustments for:
Taxation charged/(credited)
400,656
(133,058)
Finance costs
216,054
195,940
Investment income
(21,749)
(6,294)
Amortisation and impairment of intangible assets
1,027,722
552,923
Depreciation and impairment of tangible fixed assets
66,668
36,718
Movements in working capital:
Decrease in debtors
2,446,773
566,017
Increase in creditors
419,197
4,818,171
Cash generated from operations
4,967,621
5,650,279
INDIGO SERVICE SOLUTIONS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2021
- 36 -
31
Analysis of changes in net funds/(debt) - group
1 April 2020
Cash flows
30 September 2021
£
£
£
Cash at bank and in hand
2,748,784
3,233,559
5,982,343
Bank overdrafts
(1,527,196)
(1,527,196)
2,748,784
1,706,363
4,455,147
Borrowings excluding overdrafts
(4,416,907)
326,201
(4,090,706)
(1,668,123)
2,032,564
364,441
2021-09-30
2020-04-01
false
CCH Software
CCH Accounts Production 2022.100
Mr R Anderson
Mr J C Smith
Mr I Cole-Wilkins
Ms L Gratton
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2020-04-01
2021-09-30
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2020-04-01
2021-09-30
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2020-04-01
2021-09-30
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2020-04-01
2021-09-30
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2021-09-30
06165906
2021-09-30
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2019-04-01
2020-03-31
06165906
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2020-04-01
2021-09-30
06165906
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2019-04-01
2020-03-31
06165906
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1
2020-04-01
2021-09-30
06165906
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2020-04-01
2021-09-30
06165906
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2020-04-01
2021-09-30
06165906
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2020-04-01
2021-09-30
06165906
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2020-04-01
2021-09-30
06165906
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2020-04-01
2021-09-30
06165906
2020-03-31
06165906
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2020-03-31
06165906
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2021-09-30
06165906
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2021-09-30
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2021-09-30
06165906
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2021-09-30
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2020-03-31
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2020-03-31
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2020-03-31
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2021-09-30
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2020-04-01
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2020-04-01
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2020-04-01
2021-09-30
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core:AfterOneYear
bus:Consolidated
2021-09-30
06165906
core:Non-currentFinancialInstruments
core:AfterOneYear
bus:Consolidated
2020-03-31
06165906
core:Non-currentFinancialInstruments
core:AfterOneYear
2021-09-30
06165906
core:Non-currentFinancialInstruments
core:AfterOneYear
2020-03-31
06165906
core:Non-currentFinancialInstruments
bus:Consolidated
2021-09-30
06165906
core:Non-currentFinancialInstruments
bus:Consolidated
2020-03-31
06165906
core:Non-currentFinancialInstruments
2021-09-30
06165906
core:Non-currentFinancialInstruments
2020-03-31
06165906
core:CurrentFinancialInstruments
core:WithinOneYear
bus:Consolidated
2021-09-30
06165906
core:CurrentFinancialInstruments
core:WithinOneYear
bus:Consolidated
2020-03-31
06165906
bus:PrivateLimitedCompanyLtd
2020-04-01
2021-09-30
06165906
bus:FRS102
2020-04-01
2021-09-30
06165906
bus:Audited
2020-04-01
2021-09-30
06165906
bus:ConsolidatedGroupCompanyAccounts
2020-04-01
2021-09-30
06165906
bus:FullAccounts
2020-04-01
2021-09-30
xbrli:pure
xbrli:shares
iso4217:GBP