ACCOUNTS - Final Accounts


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Registered number: 13729878










Soris Acquisition Ltd










Annual report and financial statements

For the period ended 30 April 2022



 
Soris Acquisition Ltd
 

Company Information


Directors
P A  Wittet (appointed 4 March 2022)
A P Smith (appointed 4 March 2022)
S B Llanos (appointed 4 March 2022)
A T Johnson (appointed 8 November 2021)
R R Hernandez (appointed 4 March 2022)
J C Cockburn (appointed 4 March 2022)




Registered number
13729878



Registered office
The Victor Building Earls Colne Business Park, Earls Colne

Colchester

Essex

CO6 2NS




Independent auditors
Kreston Reeves LLP
Chartered Accountants & Statutory Auditor

37 St Margaret's Street

Canterbury

Kent

CT1 2TU





 
Soris Acquisition Ltd
 

Contents



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10
Company balance sheet
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated Statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 34


 
Soris Acquisition Ltd
 

Group strategic report
For the period ended 30 April 2022

Introduction
 
The Directors present the strategic report for the period ended 30 April 2022.
On 4 March 2022 Soris Acquisition Limited acquired Water Direct Limited. Trading for the period followed long-term trends and the Directors are optimistic for the future of the Group.

Business review
 
During the year the Group reported revenue of £1.8m and EBITDA of £431k.
The Group views wholesaler water utility companies and a broad range of commercial customers as its two primary markets. Both market sectors outperformed the previous year. An increase in planned and reactive alternative water supply requirements, alongside a key new customer win, underpinned our wholesale water utility growth. Meanwhile, continued high levels of activity in the construction sector, combined with a return of festival and events work after the lifting of COVID-19 related restrictions, buoyed commercial business.  

Future developments

The Group will seek to nurture deeper partnerships with new and existing customers to further the development of our products and services. We seek to be the primary alternative water supply partner for every wholesale water utility company and the leader in the commercial market for temporary supply. We will also continue to be a leading voice in education and awareness of water supply resilience and alternative water supply.


Principal risks and uncertainties
 
Market and competition risk
The Group is exposed to the risk that customers may seek to obtain alternative water supplies from elsewhere. However, services offered by the business are diversified and the Directors are confident that the Group is innovating and adjusting to challenges to ensure its operations adapt.
Staff retention and recruitment
To recruit and retain staff, pay rates and benefits are periodically reviewed and adjusted to be market-leading. The Group simultaneously drives the implementation of cultural and training initiatives.
Macro-economic pressures
The Group is exposed to inflationary pressures in its cost base. To retain margins and attract customers, the business continues to innovate, review pricing and optimise processes and procedures.
Financial risk management
The Group’s activities expose it to financial risks that include liquidity and cash flow risk. The Directors monitor these on a regular basis through cash flow modelling and forecasting. 
Reputational and compliance risk
The supply of drinking water requires the Group to maintain the highest quality standards and comply with regulations and best practice operating procedures. The Group has unique monitoring, control and assurance systems and ensures all its technicians are appropriately trained. More detail can be found at water-direct.co.uk/quality-assurance/drinking-water-quality/
Contract risk
The Group has a number of guaranteed response contracts with customers. The Group regularly reviews staff and asset availability to ensure we have sufficient resources to meet our contractual obligations. 
Page 1

 
Soris Acquisition Ltd
 

Group strategic report (continued)
For the period ended 30 April 2022


Financial key performance indicators "KPIs"
 
The management team have developed a wide range of metrics - both financial and non-financial - to monitor the performance of the business. The principal financial KPIs are sales, gross profit margin and EBITDA.


This report was approved by the board on 31 January 2023 and signed on its behalf.



A T Johnson
Director

Page 2

 
Soris Acquisition Ltd
 

 
Directors' report
For the period ended 30 April 2022

The directors present their report and the financial statements for the period ended 30 April 2022.

Directors' responsibilities statement

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 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 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 2006They 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.

Results and dividends

The loss for the period, after taxation, amounted to £533,563.



Directors

The directors who served during the period were:

P A  Wittet (appointed 4 March 2022)
A P Smith (appointed 4 March 2022)
S B Llanos (appointed 4 March 2022)
A T Johnson (appointed 8 November 2021)
R R Hernandez (appointed 4 March 2022)
J C Cockburn (appointed 4 March 2022)

Future developments

Please refer to the Strategic report for future developments. 

Page 3

 
Soris Acquisition Ltd
 

 
Directors' report (continued)
For the period ended 30 April 2022

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

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsKreston Reeves LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 January 2023 and signed on its behalf.
 





A T Johnson
Director

Page 4

 
Soris Acquisition Ltd
 

 
Independent auditors' report to the members of Soris Acquisition Ltd
 

Opinion


We have audited the financial statements of Soris Acquisition Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 April 2022, 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 policiesThe 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 30 April 2022 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 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.


Other information


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 5

 
Soris Acquisition Ltd
 

 
Independent auditors' report to the members of Soris Acquisition Ltd (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 period 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 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 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 6

 
Soris Acquisition Ltd
 

 
Independent auditors' report to the members of Soris Acquisition Ltd (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 company 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 management override. Audit procedures performed by the engagement team:
• Discussions with management and assessment of known or suspected instances of non-compliance with
 laws and regulations (including health and safety) and fraud;
• Assessment of identified fraud risk factors;
• Challenging assumptions and judgments made by management in its significant accounting estimates; 
• 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
• Physical inspection of tangible fixed assets susceptible to fraud or irregularity; 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.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 7

 
Soris Acquisition Ltd
 

 
Independent auditors' report to the members of Soris Acquisition Ltd (continued)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Rob Sellers FCCA (Senior statutory auditor)
  
for and on behalf of
Kreston Reeves LLP
 
Chartered Accountants
Statutory Auditor
  
Canterbury

2 February 2023
Page 8

 
Soris Acquisition Ltd
 

Consolidated statement of comprehensive income
For the period ended 30 April 2022

2022
£

  

Turnover
  
1,820,037

Cost of sales
  
(996,129)

Gross profit
  
823,908

Administrative expenses
  
(1,236,592)

Other operating income
  
5,033

Operating (loss)/profit
  
(407,651)

Interest payable and similar expenses
  
(121,809)

(Loss)/profit before taxation
  
(529,460)

Tax on (loss)/profit
  
(4,103)

(Loss)/profit for the financial period
  
(533,563)

  

  

Total comprehensive income for the period
  
(533,563)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(533,563)

  
(533,563)

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(533,563)

  
(533,563)

The notes on pages 16 to 34 form part of these financial statements.

Page 9

 
Soris Acquisition Ltd
Registered number: 13729878

Consolidated balance sheet
As at 30 April 2022

2022
Note
£

Fixed assets
  

Intangible assets
 13 
16,866,268

Tangible assets
 14 
1,368,490

  
18,234,758

Current assets
  

Stocks
 16 
127,791

Debtors: amounts falling due within one year
 17 
2,788,948

Cash at bank and in hand
 18 
1,766,236

  
4,682,975

Creditors: amounts falling due within one year
 19 
(3,837,444)

Net current assets
  
 
 
845,531

Total assets less current liabilities
  
19,080,289

Creditors: amounts falling due after more than one year
 20 
(10,277,902)

Provisions for liabilities
  

Net assets
  
8,802,387


Capital and reserves
  

Called up share capital 
  
9,243,475

Share premium account
  
92,475

Profit and loss account
  
(533,563)

  
8,802,387


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 January 2023.




A T Johnson
Director

The notes on pages 16 to 34 form part of these financial statements.

Page 10

 
Soris Acquisition Ltd
Registered number: 13729878

Company balance sheet
As at 30 April 2022

2022
Note
£

Fixed assets
  

Investments
 15 
19,248,329

  
19,248,329

Current assets
  

Debtors: amounts falling due within one year
 17 
490,716

  
490,716

Creditors: amounts falling due within one year
 19 
(699,362)

Net current (liabilities)/assets
  
 
 
(208,646)

Total assets less current liabilities
  
19,039,683

  

Creditors: amounts falling due after more than one year
 20 
(9,989,372)

  

Net assets
  
9,050,311


Capital and reserves
  

Called up share capital 
  
9,243,475

Share premium account
  
92,475

Loss/(profit) for the period
  
(285,639)

Profit and loss account carried forward
  
(285,639)

  
9,050,311


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 January 2023.


A T Johnson
Director

The notes on pages 16 to 34 form part of these financial statements.

Page 11

 
Soris Acquisition Ltd
 

Consolidated statement of changes in equity
For the period ended 30 April 2022


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


Comprehensive income for the period

Loss for the period

-
-
(533,563)
(533,563)
(533,563)


Other comprehensive income for the period
-
-
-
-
-


Total comprehensive income for the period
-
-
(533,563)
(533,563)
(533,563)


Contributions by and distributions to owners

Shares issued during the period
9,243,475
92,475
-
9,335,950
9,335,950


Total transactions with owners
9,243,475
92,475
-
9,335,950
9,335,950


At 30 April 2022
9,243,475
92,475
(533,563)
8,802,387
8,802,387

The notes on pages 16 to 34 form part of these financial statements.

Page 12

 
Soris Acquisition Ltd
 

Company statement of changes in equity
For the period ended 30 April 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period

-
-
(285,639)
(285,639)


Other comprehensive income for the period
-
-
-
-


Total comprehensive income for the period
-
-
(285,639)
(285,639)


Contributions by and distributions to owners

Shares issued during the period
9,243,475
92,475
-
9,335,950


Total transactions with owners
9,243,475
92,475
-
9,335,950


At 30 April 2022
9,243,475
92,475
(285,639)
9,050,311

The notes on pages 16 to 34 form part of these financial statements.

Page 13

 
Soris Acquisition Ltd
 

Consolidated statement of cash flows
For the period ended 30 April 2022

2022
£

Cash flows from operating activities

(Loss)/profit for the financial period
(533,563)

Adjustments for:

Amortisation of intangible assets
705,683

Depreciation of tangible assets
132,148

Interest paid
121,809

Taxation charge
4,103

(Increase)/decrease in stocks
(22,588)

Decrease in debtors
241,353

Increase in creditors
255,594

Net cash generated from operating activities

904,539


Cash flows from investing activities

Purchase of intangible fixed assets
(16,058,189)

HP interest paid
(3,375)

Net cash from investing activities

(16,061,564)

Cash flows from financing activities

Issue of ordinary shares
8,840,950

New secured loans
8,294,257

Repayment of/new finance leases
(93,512)

Interest paid
(118,434)

Net cash used in financing activities
16,923,261

Net increase in cash and cash equivalents
1,766,236

Cash and cash equivalents at the end of period
1,766,236


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,766,236

1,766,236


The notes on pages 16 to 34 form part of these financial statements.

Page 14

 
Soris Acquisition Ltd
 

Consolidated Analysis of Net Debt
For the period ended 30 April 2022




Cash flows
Acquisition and disposal of subsidiaries
At 30 April 2022
£

£

£

Cash at bank and in hand

1,239,058

527,178

1,766,236

Debt due after 1 year

(7,969,372)

-

(7,969,372)

Debt due within 1 year

(335,272)

-

(335,272)

Finance leases

93,512

(855,276)

(761,764)


(6,972,074)
(328,098)
(7,300,172)

The notes on pages 16 to 34 form part of these financial statements.

Page 15

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

1.


General information

Soris Acquisition Ltd is a private company limited by shares and is incorporated in England and Wales with the registration number 13729878. The address of the registered office is The Victor Building, Earls Colne Business Park, Earls Colne, Colchester, CO6 2NS.

2.Accounting policies

 
2.1

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment 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:

 
2.2

Basis of consolidation

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 consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

2.Accounting policies (continued)

 
2.3

Revenue

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

 
2.4

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Leased assets: the Group as lessee

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 the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.6

Finance costs

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.

Page 17

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

2.Accounting policies (continued)

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.8

Pensions

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.

 
2.9

Current and deferred taxation

The tax expense for the period 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.

Page 18

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

2.Accounting policies (continued)

 
2.10

Intangible assets

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 Group's share of its 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.

Other 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.

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:

Goodwill
-
10
years

 
2.11

Tangible fixed assets

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.

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.

Depreciation is provided on the following basis:

Freehold property
-
20%
Plant and machinery
-
10%
-20%
Motor vehicles
-
10%
-50%
Fixtures and fittings
-
33%
Computer equipment
-
33%

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.

Page 19

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

2.Accounting policies (continued)

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

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.

 
2.16

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.

 
2.17

Creditors

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.

Page 20

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

2.Accounting policies (continued)

 
2.18

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.

 
2.19

Financial instruments

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.

Page 21

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the directors to make judgments, 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.
The following judgments have had the most significant impact on amounts recognised in the financial statements:
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
Goodwill and intangible assets
The group has recognised goodwill and other intangible assets arising from business combinations with a carrying value of £16,866,268 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.
Investment in subsidiaries
The company has recognised investments in subsidiaries with a carrying value of £19,248,329 at the reporting date (see note 15). These assets are stated at their cost less provision for impairment. 
The company considers whether these investments are impaired. Where an indication of impairment is identified the estimation of recoverable value requires the estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present values of those cash flows.  
Tangible fixed assets
The Group has recognised tangible fixed assets with a carrying value of £1,368,490 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 group 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.
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.

 
Page 22

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

3.Judgments in applying accounting policies (continued)

The following are the company’s key sources of estimation uncertainty:
Taxation
Provision has been made in the financial statements for deferred tax amounting to £144,345 at the reporting date.  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.  


4.


Turnover

The whole of the turnover is attributable to the principal activity of the company.

All turnover arose within the United Kingdom.


5.


Other operating income

2022
£

Other operating income
5,033

5,033



6.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2022
£

Other operating lease rentals
50,596


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2022
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
7,000

Page 23

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
376,023
-
11,560
-

Social security costs
43,108
-
-
-

Cost of defined contribution scheme
10,181
-
-
-

429,312
-
11,560
-


The average monthly number of employees, including the directors, during the period was as follows:



Group
Company
        2022
        2022
            No.
            No.







Employees
57
6


9.


Directors' remuneration

2022
£

Directors' emoluments
29,230

29,230



10.


Interest payable and similar expenses

2022
£


Bank interest payable
110,477

Other loan interest payable
7,957

Finance leases and hire purchase contracts
3,375

121,809

Page 24

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

11.


Taxation


2022
£

Corporation tax


Current tax on profits for the year
115,139


115,139


Total current tax
115,139

Deferred tax


Origination and reversal of timing differences
(111,036)

Total deferred tax
(111,036)


Taxation on profit on ordinary activities
4,103

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2022
£


(Loss)/profit on ordinary activities before tax
(529,460)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(100,597)

Effects of:


Group relief
104,700

Total tax charge for the period
4,103


Factors that may affect future tax charges

The main rate of corporation tax is due to increase on 1 April 2023 to 25%, for companies with taxable profits above £250,000. Companies with taxable profits below £50,000 will continue to pay at 19%, and marginal relief will apply between these thresholds. This change formed part of The Finance Bill 2021, which was substantively enacted on 24 May 2021, and is applicable at the reporting date.
Deferred taxes have been measured using rates substantively enacted at the reporting date and reflected in these financial statements.

Page 25

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

12.


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 period was £285,639.


13.


Intangible assets

Group and Company




Goodwill

£



Cost


Additions
17,571,951



At 30 April 2022

17,571,951



Amortisation


Charge for the period on owned assets
285,869


Impairment charge
419,814



At 30 April 2022

705,683



Net book value



At 30 April 2022
16,866,268



Page 26

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

14.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



Cost or valuation


Acquisition of subsidiary
76,338
373,673
1,032,822
17,804
1,500,637



At 30 April 2022

76,338
373,673
1,032,822
17,804
1,500,637



Depreciation


Charge for the period on owned assets
6,351
26,422
-
1,616
34,389


Charge for the period on financed assets
-
-
97,758
-
97,758



At 30 April 2022

6,351
26,422
97,758
1,616
132,147



Net book value



At 30 April 2022
69,987
347,251
935,064
16,188
1,368,490

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2022
£



Plant and machinery
55,966

Motor vehicles
777,829

833,795

Page 27

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
19,248,329



At 30 April 2022
19,248,329





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Water Direct Limited
Ordinary
100%
Soris Capital Partners Limited
Ordinary
100%

The registered office for the entities above is The Victor Building, Earls Colne Business Park, Earls Colne, Colchester, CO6 2NS.

The aggregate of the share capital and reserves as at 30 April 2022 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Water Direct Limited
2,124,899
3,074,615

Soris Capital Partners Limited
(115,281)
(115,281)


16.


Stocks

Group
2022
£

Finished goods
127,791

127,791


Page 28

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

17.


Debtors

Group
Company
2022
2022
£
£


Trade debtors
1,736,128
-

Amounts owed by group undertakings
-
404,702

Other debtors
24,247
46,014

Prepayments and accrued income
884,228
40,000

Deferred taxation
144,345
-

2,788,948
490,716



18.


Cash and cash equivalents

Group
2022
£

Cash at bank and in hand
1,766,236

1,766,236



19.


Creditors: Amounts falling due within one year

Group
Company
2022
2022
£
£

Bank loans
324,885
324,885

Trade creditors
652,418
30,026

Corporation tax
466,708
-

Other taxation and social security
576,195
-

Obligations under finance lease and hire purchase contracts
473,234
-

Other creditors
755,016
295,262

Accruals and deferred income
588,988
49,189

3,837,444
699,362


Page 29

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

20.


Creditors: Amounts falling due after more than one year

Group
Company
2022
2022
£
£

Bank loans
7,969,372
7,969,372

Net obligations under finance leases and hire purchase contracts
288,530
-

Other creditors
2,020,000
2,020,000

10,277,902
9,989,372


ii) Within other creditors is an amount of £2,000,000 is repayable within two years and has an interest rate of 6%. It secured by way of a fixed and floating charge over all assets of the group. 
ii) The bank loans of £8,294,257, is split into two facilities. The first facility amounts to £4,550,000 repayable over five years and has an interest rate of 5.75%. The second facility amounts to £3,975,000 repayable over five years and has an interest rate of £6.6%. Both facilities are secured by way of a fixed and floating charge over the assets of the company.  


21.


Loans


Analysis of the maturity of loans is given below:





Group
Company
2022
2022
£
£

Amounts falling due within one year

Bank loans
324,885
324,885

Amounts falling due 1-2 years

Bank loans
743,676
743,676

Amounts falling due 2-5 years

Bank loans
7,225,696
7,225,696


8,294,257
8,294,257



22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
2022
£

Within one year
473,234

Between 1-5 years
288,530

761,764

Page 30

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

23.


Deferred taxation


Group



2022


£






Charged to profit or loss
111,036


Arising on business combinations
33,309



At end of year
144,345

The deferred tax asset is made up as follows:

Group
2022
£

Accelerated capital allowances
144,345

144,345


24.


Share capital

2022
£
Allotted, called up and fully paid


93,409 Ordinary shares of £0.01 each
934
3,962,047 Preference A Shares shares of £1.00 each
3,962,047
5,280,494 Preference B Shares shares of £1.00 each
5,280,494

9,243,475





25.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued by the company. Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares. 

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 31

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

26.
 

Business combinations

On 4 March 2022, the company acquired the entire share capital of Water Direct Limited and Soris Capital Partners Limited

Acquisition of Water Direct Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
1,495,430
-
1,495,430

1,495,430
-
1,495,430

Current Assets

Stocks
105,203
-
105,203

Debtors
2,902,072
-
2,902,072

Cash at bank and in hand
527,178
-
527,178

Deferred tax
33,309
-
33,309

Total Assets
5,063,192
-
5,063,192

Creditors

Due within one year
(3,462,000)
-
(3,462,000)

Total Identifiable net assets
1,601,192
-
1,601,192


Goodwill
17,152,137

Total purchase consideration
18,753,329

Consideration

£


Cash
16,372,000

Deferred consideration
2,168,012

Directly attributable costs
213,317

Total purchase consideration
18,753,329

Page 32

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

26.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
16,372,000

Directly attributable costs
213,317

16,585,317

Less: Cash and cash equivalents acquired
(527,128)

Net cash outflow on acquisition
16,058,189

Acquisition of Soris Capital Partners Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Current Assets

Debtors
75,048
-
75,048

Cash at bank and in hand
138
-
138

Total Assets
75,186
-
75,186

Total Identifiable net assets
75,186
-
75,186


Goodwill
419,814

Total purchase consideration
495,000

Consideration

£


Equity instruments
495,000

Cash outflow on acquisition

£

Less: Cash and cash equivalents acquired
(138)


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £10,181. Contributions totaling £10,387 were payable to the fund at the balance sheet date and are included in creditors.

Page 33

 
Soris Acquisition Ltd
 

 
Notes to the financial statements
For the period ended 30 April 2022

28.


Commitments under operating leases

At 30 April 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2022
£

Not later than 1 year
315,000

Later than 1 year and not later than 5 years
1,230,991

Later than 5 years
218,750

1,764,741

29.


Related party transactions

The company is exempt from disclosing related party transactions with other companies that are wholly
owned within the group. The below are transactions outside of the group:. 


2022
£

Purchases from entities of which the entity has control, joint control or significant interest
27,760
27,760

The key management personnel of the group consists of the Directors. 


30.


Controlling party

In the opinion of the directors there is no ultimate controlling party.

Page 34