Vistra (UK) Limited - Limited company accounts 20.1

REGISTERED NUMBER: 05687452 (England and Wales)

STRATEGIC REPORT, DIRECTORS' REPORT AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

FOR

VISTRA (UK) LIMITED

Page

Company Information

1

Strategic Report

2

Directors' Report

3

Independent Auditors' Report

5

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

P J Cooper

D J Farman

J A Burgoyne

Secretary:

Accomplish Secretaries Limited

Registered office:

7th Floor, 50 Broadway

London

SW1H 0DB

Registered number:

05687452 (England and Wales)

Auditors:

Mazars LLP

Floor 5

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW

Introduction

The directors present the Strategic Report of Vistra (UK) Limited (the "Company") for the year ended 31 December 2021, including an assessment of the risks impacting the Company.

Business review

The revenue of the business has grown since 2021 and the directors expect further growth through expansion into new markets, and organic growth areas in 2022.

Principal risks and uncertainties

The Company is subjected to the following risks and uncertainties:

Cash flow risk

The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Credit risk

The Company's principal financial assets are bank balances and cash, trade and other receivables, and investments. The Company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

Liquidity risk

To manage liquidity risk, cash forecasts are produced on a regular basis to ensure sufficient funds are in place to cover liabilities. In addition, the UK credit control team regularly review and chase debt and provide for any that is considered at risk.

Operational risk

Operational risk is managed and mitigated by employing robust procedures and processes, and clear segregation of duties where appropriate. The professional competence and development of personnel is measured and developed via continuous training, and Vistra UK Limited is covered under the Vistra Group global professional indemnity insurance policy.

Reputational risk

Reputational risk arises as a result of a failure to manage the other risks identified by the Company. As such, the Company and its personnel always endeavour to act with integrity and highest professional standards in dealing with clients, regulators and other stakeholders.

Business risk

The impact of COVID-19 on the operational output of the business has not continued into 2021 and the directors do not anticipate any material risks or challenges to the performance in 2022.

Financial key performance indicators

The directors are of the opinion that revenue and EBITDA are the financial key performance indicators, and client satisfaction is a key non-financial performance indicator. The revenue was £7,755,125 (2020: £6,697,319) and the loss before tax was £1,362,494 (2020: loss before tax was £1,503,299).

Future developments

The directors will develop the future growth of the Company through both organic growth and acquisition. As the larger Vistra Group expands into different geographical markets and business sectors Vistra (UK) Limited is expected to benefit from this worldwide expansion.

On behalf of the board:

J A Burgoyne - Director

23 March 2023

The directors present their report and the financial statements of the Company for the year ended 31 December 2021.

Principal activities

The principal activities of the Company are management consultancy other than financial management.

Dividends

There was no dividend received and dividend payment during the year (2020: nil).

REVIEW OF BUSINESS

The loss for the year, after taxation, amounted to £1,362,494 (2020: loss of £1,503,299).

Directors

The directors during the year under review were:

P J Cooper

D J Farman

B A Gowdy

- resigned 25.11.21

J A Burgoyne

- appointed 11.2.21

The directors holding office at 31 December 2021 did not hold any beneficial interest in the issued share capital of the company at 1 January 2021 (or date of appointment if later) or 31 December 2021.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' 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) including FRS 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 profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgments 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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Going concern

The Board of Directors meet regularly to assess the performance of the Company, and after having considered the Company's projected cash flows for the coming year and assessed the economic environment, the directors have reasonable expectation that the Company has adequate resources to continue its activities for atleast twelve months from the date of signing of these financial statements.

Additionally, the company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for atleast twelve months from the date of signing the statutory accounts. The directors are satisfied that Vistra Group Holdings (BVI) II Limited has sufficient resources available to provide this support.

Disclosure of information to auditor

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he or she ought to have as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Mazars LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

J A Burgoyne - Director

23 March 2023

Opinion

We have audited the financial statements of Vistra (UK) Limited (the 'company') for the year ended 31 December 2021 which comprise Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 company's affairs as at 31 December 2021 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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

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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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 the audit:

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

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

Matters on which we are required to report by exception

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor'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 the financial statements.

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

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.

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

- Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

- Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

- Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.

In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off, and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

- Gaining an understanding of the internal controls established to mitigate risks related to fraud;

- Discussing amongst the engagement team the risks of fraud; and

- Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of the audit 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.

Stephen Mills (Senior Statutory Auditor)

for and on behalf of Mazars LLP

Floor 5

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW

24 March 2023

TURNOVER

4

7,755,125

6,697,319

Cost of sales

(3,750,131

)

(2,893,722

)

GROSS PROFIT

4,004,994

3,803,597

Administrative expenses

(5,155,461

)

(4,194,026

)

OPERATING LOSS

7

(1,150,467

)

(390,429

)

Interest receivable and similar income

808,179

81,991

(342,288

)

(308,438

)

Interest payable and similar expenses

8

(1,020,206

)

(1,194,861

)

LOSS BEFORE TAXATION

(1,362,494

)

(1,503,299

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(1,362,494

)

(1,503,299

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(1,362,494

)

(1,503,299

)

FIXED ASSETS

Intangible assets

11

73,476

510,754

Tangible assets

12

147,479

216,023

Investments

13

485,008

9,539,526

705,963

10,266,303

CURRENT ASSETS

Debtors

14

17,455,915

4,948,063

Cash at bank

2,008,276

1,400,719

19,464,191

6,348,782

CREDITORS

Amounts falling due within one year

15

(7,441,613

)

(2,208,687

)

NET CURRENT ASSETS

12,022,578

4,140,095

TOTAL ASSETS LESS CURRENT LIABILITIES

12,728,541

14,406,398

CREDITORS

Amounts falling due after more than one year

16

(20,645,441

)

(20,960,804

)

NET LIABILITIES

(7,916,900

)

(6,554,406

)

CAPITAL AND RESERVES

Called up share capital

17

2

2

Capital reserve

18

36,997,205

36,997,205

Retained earnings

18

(44,914,107

)

(43,551,613

)

SHAREHOLDERS' FUNDS

(7,916,900

)

(6,554,406

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 March 2023 and were signed on its behalf by:

J A Burgoyne - Director

Called up

share

Retained

Capital

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2020

2

(42,048,314

)

36,997,205

(5,051,107

)

Changes in equity

Deficit for the year

-

(1,503,299

)

-

(1,503,299

)

Total comprehensive loss

-

(1,503,299

)

-

(1,503,299

)

Total transactions with owners, recognised directly in equity

-

-

-

-

Balance at 31 December 2020

2

(43,551,613

)

36,997,205

(6,554,406

)

Changes in equity

Deficit for the year

-

(1,362,494

)

-

(1,362,494

)

Total comprehensive loss

-

(1,362,494

)

-

(1,362,494

)

Total transactions with owners, recognised directly in equity

-

-

-

-

Balance at 31 December 2021

2

(44,914,107

)

36,997,205

(7,916,900

)

1.	GENERAL INFORMATION

The Company is a private Company limited by shares, registered in England and Wales and the registration number of the company is 05687452. The address of the registered office is 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB.

The principal accounting policies are summarised below. They have all been applied consistently throughout the year and to the preceding year.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Finance Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:

3.	ACCOUNTING POLICIES

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as

permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of Section 7 Statement of Cash Flows;

• the requirement of paragraph 3.17(d);

• the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

• the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

• the requirement of paragraph 33.7.

Basis of preparing

Vistra (UK) Limited is a Company incorporated in the United Kingdom under the Companies Act 2006.

The functional and presentational currency of Vistra (UK) Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

Vistra (UK) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement and disclosure of remuneration of key management personnel.

Vistra Group Holding (BVI) III Limited is the ultimate parent Company. Vistra Group Holding (BVI) II Limited is the parent undertaking of the largest of the group undertakings to consolidate these financial statements as at 31 December 2021. The consolidated Financial Statements of Vistra Group Holding (BVI) II Limited can be obtained at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Going concern

The Board of Directors meet regularly to assess the performance of the Company, and after having considered the Company's projected cash flows for the coming year and assessed the economic environment, the directors have reasonable expectation that the Company has adequate resources to continue its activities for atleast twelve months from th date of signing of these financial statements.

Additionally, the company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for atleast twelve months from the date of signing the statutory accounts. The directors are satisfied that Vistra Group Holdings (BVI) II Limited has sufficient resources available to provide this support.

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

The ultimate controlling parent Company is Vistra Group Holdings (BVI) III Limited, a Company incorporated and registered in Offshore Incorporations Centre, PO Box 4714, Road Town, Tortola, British Virgin Islands.

The largest and smallest of the group undertakings to consolidate these financial statements as at the 31 December 2021 is Vistra Group Holding (BVI) II Limited, a subsidiary of Vistra Group Holding (BVI) III Limited. The consolidated financial statements of Vistra Group Holding (BVI) II Limited can be obtained from Vistra Holdings (UK) Limited, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover 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 turnover can be measured reliably;

- It is probable that the Company will receive the consideration due under the contract;

- The value of work completed at the end of the reporting period can be measured reliably.

Turnover derived from the Company's principal activity represents amounts receivable for services rendered net of value added tax. The Company's main income stream from clients is variable fees for fiduciary and related services. Bank interest and fee income are accounted for on an accrual basis.

Rental income

Rental income is recognised and accounted for on an accrual basis as per rental contract. The amount received is net of value added tax.

Pensions

The pension scheme is a defined contribution scheme. The pension costs charged in the financial statements represent the contributions payable by the Company during the year. The difference between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted, or substantially enacted, by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date.

Foreign currencies

The Company's accounting records are maintained in Pounds Sterling.

Transactions in other currencies are converted at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities are converted at the rate of exchange ruling at the balance sheet date. Gains and losses resulting from the conversion are taken to the profit and loss account.

Administrative expenses

The administrative expenses include recharges due to related companies in respect of services provided to the Company.

Leases

Rental expenditure in respect of operating leases are received and charged on a straight-line basis over the lease term.

Trade debtors

Trade debtors represent amounts receivable from clients in respect of services provided. Specific provisions are made for trade debtors where amounts are considered to be of doubtful recovery by the directors. The trade debtors' balance is stated net of these provisions.

Intangible assets

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.

Amortisation is calculated on a straight line basis

Useful economic life - 15 years

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Long leasehold - 25% straight line

Plant and machinery - 25% straight line

Fixtures and fittings - 25% straight line

Computer equipment - 25% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Financial instruments

A financial asset or a financial liability is recognised only when the Company becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Investments

Determining whether investments are impaired requires an estimation of their recoverable amount and comparing it with the carrying value at the end of each reporting period. The recoverable amount of investments has been determined by the fair value less cost of disposal.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

31.12.21

31.12.20

as restated

£

£

Services

6,349,851

5,360,943

Rental Income

508,300

652,992

Commissions

577,283

526,162

Other Income

319,691

157,222

7,755,125

6,697,319

Turnover derived from the Company's principal activity represents amounts receivable for services rendered net of value added tax.

The total turnover of the Company for the year has been primarily derived from its principal activity undertaken in the United Kingdom. It also includes rental income during the year.

5.	EMPLOYEES AND DIRECTORS

The average number of persons employed by the Company during the year, including the directors, amounted to:

2021

2020

No.

No.

Management Staff

41

42

The aggregate payroll costs incurred during the year, relating to the above, were:

31/12/21

31/12/20

as restated

£

£

Wages and salaries

3,521,264

2,802,349

Social security costs

328,752

296,716

Other pension costs

172,991

158,459

4,023,007

3,257,524

There was no outstanding pension contribution at the year end (2020: £nil).

6.	DIRECTORS' REMUNERATION

31/12/21

31/12/20

£

£

Directors Emoluments

261,825

773,750

Directors pension costs

46,840

32,775

308,665

806,525

The highest paid director received £153,696 (2020: £432,658) remuneration and £12,623 (2020: £13,677) pension during 2021.

7.	OPERATING LOSS

Operating (loss)/ profit is stated after charging:

31/12/21

31/12/20

£

£

Amortisation of intangible assets

45,682

78,312

Depreciation of tangible assets

86,074

231,870

Impairment of trade debtors

-

134,330

Operating lease payments

571,399

685,950

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/12/21

31/12/20

£

£

Other interest payable and similar charges

639,921

702,398

Loss on foreign exchange

380,284

492,463

1,020,206

1,194,861

9.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.21

31.12.20

as restated

£

£

Loss before tax

(1,362,494

)

(1,503,299

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2020 - 19%)

(258,874

)

(285,627

)

Effects of:

Expenses not deductible for tax purposes

105,832

15,052

Income not taxable for tax purposes

-

(11,793

)

Surrender of losses for nil tax payment

144,003

246,548

Deferred tax not provided

9,039

35,820

current year

Total tax charge

-

-

10.	PRIOR YEAR ADJUSTMENT

The comparative figures have been restated in order to reflect a restatement in the balances associated with stock options granted to employees. As a result of the restatement, revenue and administrative expenses have increased by £157,222 and amounts owed both to and from group undertakings have increased by £205,772. There is no impact on the loss for the year.

11.	INTANGIBLE FIXED ASSETS

Goodwill

£

Cost

At 1 January 2021

1,163,469

Disposals

(1,089,993

)

At 31 December 2021

73,476

Amortisation

At 1 January 2021

652,715

Amortisation for year

45,682

Eliminated on disposal

(698,397

)

At 31 December 2021

-

Net book value

At 31 December 2021

73,476

At 31 December 2020

510,754

12.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

Computer

leasehold

machinery

fittings

equipment

Totals

£

£

£

£

£

Cost

At 1 January 2021

742,524

73,161

232,517

379,937

1,428,139

Additions

-

2,621

-

14,909

17,530

At 31 December 2021

742,524

75,782

232,517

394,846

1,445,669

Depreciation

At 1 January 2021

614,527

72,464

178,559

346,566

1,212,116

Charge for year

44,947

353

21,756

19,018

86,074

At 31 December 2021

659,474

72,817

200,315

365,584

1,298,190

Net book value

At 31 December 2021

83,050

2,965

32,202

29,262

147,479

At 31 December 2020

127,997

697

53,958

33,371

216,023

13.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

At 1 January 2021

9,539,526

Disposals

(9,054,518

)

At 31 December 2021

485,008

Net book value

At 31 December 2021

485,008

At 31 December 2020

9,539,526