Registered number:
09366057
Opus 107 Limited
Annual report and financial statements
For the year ended
31 March 2021
|
Opus 107 Limited
Company Information
|
|
|
|
|
|
|
J Thompson
(appointed
28 September 2020
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit 328/9 Metalbox Factory
|
|
30 Great Guildford Street
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants
&
Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opus 107 Limited
Contents
|
|
|
|
|
|
Directors' responsibilities statement
|
|
Independent auditors' report
|
|
Consolidated statement of comprehensive income
|
|
Consolidated balance sheet
|
|
|
|
Consolidated statement of changes in equity
|
|
Company statement of changes in equity
|
|
Consolidated Statement of cash flows
|
|
Notes to the financial statements
|
|
|
Opus 107 Limited
Group strategic report
For the year ended 31 March 2021
Introduction
I am pleased to report another year of growth in revenue and operating profit generating a strong position in a market that remains highly challenging, even more so through the COVID 19 pandemic.
Business review
Opus Trust Communications is an integrated business services company with a commitment to drive value for our clients and sustainable profit improvement, through the provision of increasingly digitally enabled solutions for all sectors of the transactional communications market.
The financial year proved to be a demanding year on many fronts as the business adjusted to the impacts emanating from the Global Pandemic. Despite these challenges Opus Trust continued to deliver against our strategic growth objectives producing a strong set of results including, year on year revenue growth of 16% rising to £38m and an Operating Profit improvement of 237% to £1.2m, before Exceptional Items.
Major progress was made on our acquisition strategy with a full year contribution from the Critiqom acquisition, combined with the purchase of Document Centric Solutions Limited, a well-established Digital Solutions business which further demonstrates our omnichannel growth ambitions, and our commitment to delivering more digitally enabled services for our clients. In addition to these acquisitions, Opus Trust became the first UK CCM business to invest in the Quadient ‘Digital Now’ programme further enhancing our drive to digital.
Following the year end the company has made a further acquisition with Adare SEC Limited joining the Opus Trust group. This combination creates a group with revenues in excess of £100m and more than 500 staff across 5 sites enhancing our capability as a leader in the customer communications market with strong credentials in digital transformation.
The financial year has seen an impact from COVID 19 on the business however with the tremendous support of all our colleagues in Opus Trust we have maintained our focus on delivering the best results for our clients and that level of service and customer intimacy has been a major contributor in the organic growth of our business. We continue to rise to the challenge of the pandemic in keeping our staff and clients safe and I would like to thank all my colleagues in Opus Trust for their exceptional efforts in very challenging circumstances in the working environment and outside, it is a privilege to work with our team.
Principle risks and uncertainties
Competitive and pricing risks
The business-critical mailing activity is exposed to significant competitive and pricing risks which affect the ability to renew contracts and also win new work. The business manages those risks by ensuring that it is both competitive in terms of cost and leading edge in terms of the technology, products and solutions that it offers. It has long term relationships with customers and suppliers and a strong client management team.
Credit risk
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring for both time and credit limits.
Liquidity risk
Liquidity is managed through forecasting of future cash flow requirements for the business and maintaining sufficient cash balances to support the operation.
Economic risk
The group is subject to many of the same general economic risks faced by other businesses and especially during periods of economic uncertainty with COVID-19. The group seeks to mitigate this risk by having a diverse customer base together with robust forecasting and planning.
Page 1
|
Opus 107 Limited
Group strategic report (continued)
For the year ended 31 March 2021
Key Performance Indicators
The directors regularly review and analyse a balanced scorecard of KPI’s in order to assess and measure the group’s performance and its financial position. These include turnover, profit margins and cash flow.
Forward view includes continuing our acquisition activity which will further enhance our portfolio of high performing businesses. Expansion of our service lines, further investment in our infrastructure and in our people.
Future Market conditions remain highly competitive and will continue to be challenging in the medium-term. Consolidation of service providers continues at pace and this activity continues to create further opportunities for Opus Trust Communications.
I believe that the company is well positioned to maintain our positive progress with increasing demand for our customer communication solutions, which play a key role in helping our clients deliver on their digital transformational and mission critical business objectives.
Our focus is on delivering true customer intimacy, by gaining a deep understanding of our client’s business, identifying our clients’ unique needs and delivering sustainable, robust and compliant solutions.
Along with our acquisitions, we continue to invest in new solutions, products and services to support the needs of our existing and new clients successfully combined with a production facility that can meet the growing capacity requirements.
We are well positioned to benefit positively from the changes in our market and have built a strong and capable business to meet the fast-changing needs of our clients. I would like to thank our employees for their continued hard work and contribution to making this company such a growing success.
This report was approved by the board on 24 December 2021
and signed on its behalf.
Page 2
|
Opus 107 Limited
Directors' report
For the year ended 31 March 2021
The directors present their report and the financial statements for the year ended 31 March 2021.
The group's principal activity is to own and operate subsidiary companies which operate as technology led communication solutions providers delivering greater control, quality and efficiency to their clients in their communications with their customers.
The profit for the year, after taxation, amounted to £
123,000
(2020 -
£
170
,000).
During the year, the company did not pay any dividends (2020: £Nil). The directors do not recommend payment of a dividend in respect of the year.
The directors who served during the year were:
|
|
|
J Thompson
(appointed
28 September 2020
)
|
Financial management approach
|
The group has exposure to two main areas of risk – liquidity risk and customer credit exposure. The group has established a risk and financial management framework whose primary objective is to mitigate the company’s exposure to risk in order to protect the group from events that may hinder its performance.
Liquidity risk
Liquidity risk is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due. The group’s objective in managing liquidity risk is to ensure that this does not arise. Having assessed future cash flow requirements the company expects to be able to meet its financial obligations through the cash flows that are generated from its operating activities. In the event that these cash flows would not be sufficient to enable the group to meet all of its obligations the company has available credit facilities provided by its bankers. With these facilities in place the company is in a position to meets its commitments and obligations as they fall due.
Customer credit exposure
The group regularly offers credit terms to its customers which allow for payment of the debt after delivery services or provision of finance. The group is at risk to the extent that a customer may be unable to pay the debt within those terms. This risk is mitigated by the strong on-going customer relationships and by only granting credit to customers who are able to demonstrate an appropriate payment history and satisfy credit worthiness procedures. Details of the group’s trade debtors and loans given to individuals are shown in note 17.
Matters covered in the strategic report
|
For information regarding future developments and principal risks and uncertainties please refer to the Strategic Report.
Page 3
|
Opus 107 Limited
Directors' report (continued)
For the year ended 31 March 2021
Disclosure of information to auditors
|
Each of the persons who are
directors at the time when this Directors' report is approved has confirmed that:
∙
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
|
As mentioned in the Strategic Report, on 1 November 2021, the group purchased Adare SEC Limited. This acquisition enables the group to enhance our capabilities as a leader in the customer communications market with strong credentials in digital transformation.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
24 December 2021
and signed on its behalf.
Page 4
|
Opus 107 Limited
Directors' responsibilities statement
For the year ended 31 March 2021
The directors are responsible for preparing the Group strategic report, the Directors' report and the
consolidated
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements and then apply them consistently;
∙
make judgements and accounting estimates that are reasonable and prudent;
∙
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
and other information included in Directors' reports may differ from legislation in other jurisdictions.
Page 5
|
Opus 107 Limited
Independent auditors' report to the members of Opus 107 Limited
We have audited the financial statements of Opus 107 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2021, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity
and the related notes, 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 of the parent Company's affairs as at 31 March 2021 and of the Group's profit for the year then ended;
∙
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 United Kingdom, including the Financial Reporting Council'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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Page 6
|
Opus 107 Limited
Independent auditors' report to the members of Opus 107 Limited (continued)
Opinion on other matters 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙
the Group strategic report and the 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 the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙
adequate accounting records have not been kept 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' responsibilities statement 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Page 7
|
Opus 107 Limited
Independent auditors' report to the members of Opus 107 Limited (continued)
Auditors' 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 Auditors' 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 Group 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:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, Statement of Recommended Practice, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included:
∙
Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud; and
∙
Assessment of identified fraud risk factors; and
∙
Discussions with appropriate personnel to gain further insight into the control systems implemented, and the risk of irregularity; and
∙
Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙
Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
∙
Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙
Reading minutes of meetings of those charged with governance; and
∙
Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
∙
Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
Page 8
|
Opus 107 Limited
Independent auditors' report to the members of Opus 107 Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙
Conclude on the appropriateness of the directors
' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 Auditors' 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.
Peter Manser FCA DChA
(Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Canterbury
24 December 2021
Page 9
|
Opus 107 Limited
Consolidated statement of comprehensive income
For the year ended 31 March 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exceptional administrative expenses
|
|
|
|
|
|
|
|
Interest payable and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Profit for the year attributable to:
|
|
|
|
Owners of the parent Company
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
Page 10
|
Opus 107 Limited
Registered number:
09366057
Consolidated balance sheet
As at
31 March 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 December 2021
.
The notes on pages 16 to 36 form part of these financial statements.
Page 11
|
Opus 107 Limited
Registered number:
09366057
Company balance sheet
As at
31 March 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
Net current (liabilities)/assets
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
24 December 2021
.
The notes on pages 16 to 36 form part of these financial statements.
Page 12
|
Opus 107 Limited
Consolidated statement of changes in equity
For the year ended
31 March 2021
|
|
|
|
Equity attributable to owners of parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
Consolidated statement of changes in equity
For the year ended
31 March 2020
|
|
|
|
Equity attributable to owners of parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
Page 13
|
Opus 107 Limited
Company statement of changes in equity
For the year ended
31 March 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
Company statement of changes in equity
For the year ended
31 March 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
Page 14
|
Opus 107 Limited
Consolidated statement of cash flows
For the year ended 31 March 2021
Cash flows from operating activities
|
|
|
Profit for the financial year
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
Loss on disposal of tangible assets
|
|
|
|
|
|
|
|
|
Decrease/(increase) in stocks
|
|
|
Decrease/(increase) in debtors
|
|
|
|
|
|
|
|
|
Net cash generated from operating activities
|
|
|
Cash flows from investing activities
|
|
|
Purchase of tangible fixed assets
|
|
|
Acquisition of subsidiary net of cash and cash equivalents see note 27
|
|
|
|
|
|
Net cash from investing activities
|
|
|
Cash flows from financing activities
|
|
|
Repayment of/new finance leases
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
Cash and cash equivalents at the end of year
|
|
|
|
|
|
Cash and cash equivalents at the end of year comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 16 to 36 form part of these financial statements.
|
Page 15
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
Opus 107 Limited is a limited liability company incorporated in England.
The address of the registered office is Unit 328/9 Metalbox Factory, 30 Great Guilford Street, London, SE1 0HS.
The company number is 09366057.
The principal activity of the company is to act as the ultimate parent holding company for a group whose activities during the year was business critical mailing.
2.
Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
.
The company's functional and presentational currency is Pounds Sterling.
The company's financial statements are presented to the nearest thousand.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the Group's accounting policies (see note 3).
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 following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The financial statements have been prepared on a going concern basis. While the impact of the Covid-19 virus has been assessed by the directors, so far as reasonably possible, due to its unprecedented impact on the wider economy, it is difficult to evaluate with any certainty the potential outcomes on the group's trade, its customers and suppliers. However, taking into consideration the UK Government's response and the group's planning the directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future.
Page 16
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
2.
Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙
the amount of revenue can be measured reliably;
∙
it is probable that the Group will receive the consideration due under the contract;
∙
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙
the costs incurred and the costs to complete the contract can be measured reliably.
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 17
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
2.
Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
∙
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Page 18
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
2.
Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
|
|
|
|
Short-term Leasehold Property
|
|
over the minimum lease duration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Page 19
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
2.
Accounting policies (continued)
|
|
Leasing and hire purchase
|
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all directs costs and an appropriate proportion of fixed and variable overheads.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
Page 20
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
2.
Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙
at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙
at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
The group uses Invoice Financing through the Royal Bank of Scotland plc to accelerate the receipt of funds due from debtors. No rights are transferred to the finance provider, all benefits and risks remain with the company and all finance is potentially repayable therefore linked presentation is not appropriate. Accordingly debtors disclosed in full within the Balance Sheet and the associated finance is disclosed within creditors due within one year.
Page 21
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires the directors to make judgemental, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
Lease commitments
The group has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating leases requires the directors to consider whether the terms and conditions of each lease are such that the group has acquired the risks and rewards associated with the ownership of the underlying assets.
The following are the Group's key sources of estimation uncertainty:
Goodwill and intangible assets
The Group has recognised goodwill and other intangible assets arising from business combinations with a carrying value of £1,328,000 (2020 - £1,421,000) at the reporting date (see note 13). On acquisition the Group determines a reliable estimate of the useful life of goodwill and intangible assets based upon factors such as the expected use of the acquired business, forecasts of expected future results and cash flows, and any legal, regulatory or contractual provisions that can limit useful life. At each subsequent reporting date the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of goodwill and intangible assets.
Tangible fixed assets
The Group has recognised tangible fixed assets with a carrying value of £2,845,000 (2020 - £2,709,000) at the reporting date (see note 14). These assets are stated at their cost less provision for depreciation and impairment. The Group’s accounting policy sets out the approach to calculating depreciation for immaterial assets acquired. For material assets such as land and buildings the company determines at acquisition reliable estimates for the useful life of the asset, its residual value and decommissioning costs. These estimates are based upon such factors as the expected use of the acquired asset and market conditions. At subsequent reporting dates the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the estimates used.
Page 22
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
3.
Judgements in applying accounting policies (continued)
Where there are indicators that the carrying value of tangible assets may be impaired the Group undertakes tests to determine the recoverable amount of assets. These tests require estimates of the fair value of assets less cost to sell and of their value in use. Wherever possible the estimate of the fair value of assets is based upon observable market prices less incremental cost for disposing of the asset. The value in use calculation is based upon a discounted cash flow model, based upon the Group’s forecasts for the foreseeable future which do not include any restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well expected future cash flows and the growth rate used for extrapolation purposes.
Taxation
Provision has been made in the financial statements for a deferred tax asset amounting to £558,000 (2020 - £600,000) at the reporting date (see note 22). This provision is based upon estimates of the availability of future taxable profits, the timing of the reversal of timing differences upon which the provision is based and the tax rates that will be in force at that time together with an assessment of the impact of future tax planning strategies.
Turnover represents amounts derived from the provision of goods and services which fall within the company's ordinary activities after deduction of trade discounts and value added tax.
|
All turnover arose within the United Kingdom.
|
|
Government grants receivable
|
|
|
|
|
|
|
|
|
|
|
|
Government grants are income received from the Coronavirus Job Retention Scheme during the year.
|
|
|
|
The operating profit is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
Amortisation of intangible assets, including goodwill
|
|
|
|
Fees payable to the Group's auditor and its associates for the audit of the Company's annual financial statements
|
|
|
|
Other operating lease rentals
|
|
|
|
Defined contribution pension cost
|
|
|
Page 23
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
Fees payable to the Group's auditor and its associates for the audit of the Group's annual accounts
|
|
|
|
Fees payable to the Group's auditor and its associates in respect of:
|
|
|
|
Preparation of the Group's financial statements
|
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
Page 24
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities
|
|
|
|
Factors affecting tax charge for the year
|
|
The tax assessed for the year is lower than
(2020 - lower than)
the standard rate of corporation tax in the UK of 19%
(2020 -
19
%)
. The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
Utilisation of tax losses
|
|
|
|
Depreciation in excess of capital allowances
|
|
|
|
Deferred tax movement leading to a (decrease) increase in taxation
|
|
|
|
|
|
|
|
Total tax charge for the year
|
|
|
|
Factors that may affect future tax charges
|
The group has unutilised losses of approximately £3,671k being carried forward for offset against future taxable income. A deferred tax asset has been recognised in respect of a proportion of these losses which the directors are confident will be utilised within the foreseeable future based upon their projections of the company's future profitability. As a consequence a deferred tax asset of £698,000 (2020: £650,000) has been recognised in respect of unutilised losses, which forms part of the total recognised deferred tax asset of £558,000 (2020: £600,000).
Page 25
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
The Group incurred exceptional costs during the year relating to termination costs. The cost of this totalled £1,006,000 (2020: £130,000).
|
|
Parent company profit for the year
|
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 loss after tax of the parent Company for the year was £
8,000
(2020 -
loss
£
3
,000).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 26
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
|
Short-term leasehold improvements
|
|
Fixtures, fittings and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 27
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct subsidiary undertakings
|
|
The following were direct subsidiary undertakings of the Company:
|
|
|
|
|
|
Opus Trust Marketing Limited
|
|
|
|
Opus Trust Communications Limited
|
|
|
|
The aggregate of the share capital and reserves as at 31 March 2021 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
Opus Trust Marketing Limited
|
|
|
|
Opus Trust Communications Limited
|
|
|
|
Indirect subsidiary undertakings
|
|
The following were indirect subsidiary undertakings of the Company:
|
|
|
|
|
|
Document Outsourcing Group Limited
|
|
|
|
|
|
|
|
Document Centric Solutions Ltd.
|
|
|
|
|
|
|
|
Document Outsourcing Limited
|
|
|
Page 28
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
Indirect subsidiary undertakings (continued)
|
The aggregate of the share capital and reserves as at 31 March 2021 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
Document Outsourcing Group Limited
|
|
|
|
|
|
|
|
Document Centric Solutions Ltd.
|
|
|
|
|
|
|
|
Document Outsourcing Limited
|
|
|
Page 29
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
Due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 30
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The bank overdraft within the group is secured by a bond and floating charge over the whole assets of the company and cross guarantees between its subsidiaries.
Included within bank overdrafts is £Nil (2020: £496,000) of finance provided in respect of Confidential Invoice Discounting by the Royal Bank of Scotland plc.
The bank overdraft is secured by a bond and floating charge over the whole assets of the group and cross guarantees within the group.
Amounts due under hire purchase and finance lease creditors are secured on the assets financed under these agreements.
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net obligations under finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
Page 31
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
Hire purchase and finance leases
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
Arising on business combinations
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
Asset - due after one year
|
|
|
|
Asset - due within one year
|
|
|
|
|
|
|
|
|
|
|
Page 32
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
1,372,972
(2020 -
1,372,971
Ordinary shares of £0.25 each)
Ordinary
shares of £
0.001
each
|
|
|
|
|
343,602,749
(2020 -
1,374,407
Deferred shares of £0.25 each)
Ordinary deferred
shares of £
0.001
each
|
|
|
|
|
341,869,779
(2020 - Nil
)
B Deferred
shares of £
0.001
each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 21 February 2021, the company carried out a sub division of shares and divided the shares as follows:
i) 1,372,971 Ordinary shares of £0.25 each into 343,242,750 Ordinary shares of £0.001 each
ii) 1 Ordinary share of £1 each into 1,000 Ordinary shares of £0.001 each
iii) 1,374,407 Deferred shares of £0.25 each into 343,601,750 of £0.001 each.
Furthermore more, on 21 February 2021, the company changed the designated name of the shares as follows:
i) Existing deferred shares were reclassified as Ordinary deferred £0.001 shares.
ii) 341,869,779 of Ordinary £0.001 shares were reclassified as 341,869,779 'B' Deferred £0.001 shares
iii) 999 Ordinary £0.001 shares were reclassified as 999 Ordinary deferred £0.001 share.
|
Merger Reserve
This reserve comprises the additional cost of the investment over the nominal value of the company's share capital.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company’s shareholders.
Page 33
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
On 21 August 2020, Opus Trust Marketing Limited acquired 100% of the share capital of Document Centric Solutions Ltd. and as such Document Centric Solutions Ltd. became a subsidiary.
|
Acquisition of
Document Centric Solutions Ltd.
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after more than one year
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
Page 34
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
27.
Business combinations (continued)
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
Total purchase consideration
|
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
Directly attributable costs
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
Net cash outflow on acquisition
|
|
The group operates four (2020: three) defined contributions pension schemes. The assets of the schemes are held separately from those of the group in independently administered funds. The pension cost charge represents contributions payable by the company to the funds and amounted to £464,000 (2020: £510,000). Contributions totalling £44,000 (2020: £Nil) were payable to the fund at the balance sheet date and were included within creditors.
|
Commitments under operating leases
|
|
At 31 March 2021 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
Page 35
|
Opus 107 Limited
Notes to the financial statements
For the year ended 31 March 2021
30.
Other financial commitments
Confidential Invoice Discounting is provided by arrangement with Royal Bank of Scotland plc. In the prior year all of the group's trade debtors were financed in such a manner with the corresponding liability disclosed within creditors as part of the bank overdraft figure.
On 21 January 2021, a loan facility of £5,000,000 with an interest charge of 8% per annum for a term of 5 years was agreed between Opus Trust Marketing Limited and Opus Trust Group Limited, a company under common control. The purpose of the loan is purely for funding acquisition activity.
|
Related party transactions
|
|
During the year the group entered into transactions, in the ordinary course of business, with related parties. Transactions entered into, and trading balances outstanding at 31 March 2021, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases from companies under common control
|
|
|
|
Sales to companies under common control
|
|
|
|
All directors, including directors of the subsidiary company Opus Trust Marketing Limited, and senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. Total compensation payable in respect of these individuals is £841,000 (2020: £733,000).
|
|
Post balance sheet events
|
On 1 November 2021, Opus Trust Marketing Limited acquired Adare SEC Limited for £7,800,000.
On 1 April 2021, the company allotted 560,000 £0.001 B shares for £560.
On 6 December 2021 a floating charge was issued by Clydesdale Bank Plc over the Critiqom Limited's property and assets. In Opus Trust Marketing Limited, a fixed and floating charge was created on 26 October 2021 in favour of Opus Trust Group Limited, a company under common control.
There is no controlling party.
Page 36
|