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Registered number: 03829462
Opus Trust Marketing Limited trading as Adare SEC
Annual Report and Financial Statements
For the Year Ended 31 March 2023
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Opus Trust Marketing Limited trading as Adare SEC
Company Information
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T G Prestwich (resigned 31 March 2023)
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A Rowan (resigned 1 December 2022)
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Braunstone Frith Industrial Estate
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Chartered Accountants & Statutory Auditor
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Opus Trust Marketing Limited trading as Adare SEC
Contents
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Independent Auditors' Report
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Consolidated Profit and Loss Account
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Notes to the Financial Statements
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Opus Trust Marketing Limited trading as Adare SEC
Group Strategic Report
For the Year Ended 31 March 2023
I am pleased to report another year of growth in revenue and operating profits, the first to include a full financial year for Adare SEC since its acquisition by the group. The results demonstrate the progress the group is making despite the challenging global and economic conditions, especially the major increases in energy costs.
Trading as Adare SEC, Opus Trust Marketing Limited is an integrated business services company with a commitment to drive value for our clients and sustainable profit improvement, through the provision of increasingly digitally enabled solutions for all sectors of the transactional communications market.
The group has continued to see growth in all areas of the business with Revenue at £117.3m (2022 - £69.8m), Operating Profit at £2.1m (2022 - £0.6m) and EBITDA increased by £2.7m to £6.1m. This growth is supported by 480 employees who continue to demonstrate their commitment to finding solutions for our clients, putting them at the heart of all that we do.
The capability of the group continues to grow in the provision of increasingly digitally enabled solutions for all sectors of the transactional communications market and in guiding our clients through their digital transformation journey. Digital revenues have grown by 96% and Adare SEC currently has the global presidency of Quadient’s Digital NOW programme which develops digital workflow solutions for a range of clients, improving Customer Experience and reducing communications costs for them. Adare SEC has received recognition for its digital solutions and was nominated for three awards at the 2022 UK IT Industry Awards including Best Financial Services IT Project in partnership with a large pensions provider, a project which drove a 200% increase in member engagement for our client.
The group’s consolidation of the brands in its portfolio continues with all companies in the group going to market as Adare SEC. The directors believe this is the strongest brand and leverages the historical investment in the Adare SEC branding and marketing collateral. Following this decision, the directors have refreshed their vision with Reimagining Customer Communication.
Despite having to navigate a number of economic headwinds through this fiscal year the group has delivered a strong set of results.
Revenue grew by 68% to £117.3m, the prior period only includes 5 months of the Adare SEC Limited post-acquisition. Gross Margin increased from £17.1m to £33.2m with a 3.8% point increase to 28.3% and Operating Profit is up £1.5m, to £2.1m with EBITDA increased to £6.1m, a rise of 78%. Strong performance in the Critiqom business, focussed on Scotland and public sector clients, saw its revenue increase by 11% to £18.8m.
Page 1
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Opus Trust Marketing Limited trading as Adare SEC
Group Strategic Report (continued)
For the Year Ended 31 March 2023
Following the acquisition of Adare SEC Limited, the group implemented a number of synergy cost savings to create a stronger business. Despite strong performance the directors made the difficult decision to close the Nottingham site and exited in December 2022 with all of the work moving to its Park Mill site in Huddersfield. A number of other measures were implemented and the full annualised financial impact of all these actions will be seen in the next financial year. The group has made a strong start to the new year and the results have exceeded the directors’ expectations in the first quarter.
Our commitment to sustainable growth including environmental, social and economic aspects was recognised once again by being awarded EcoVadis Gold Sustainability Certification across all our sites. This places the group in the top 6% of businesses assessed through the scheme and the top 2% within our sector.
A non-cash impact in Other Comprehensive Income is a reduction in the Pension Asset of £3.3m to £1.8m. The increase in interest rates during the year led to a fall in the scheme’s assets by £9.8m but the liabilities fell by £6.5m. A review of the investment strategy was undertaken after the year end and the company does not currently anticipate any further contributions to the scheme
Principal risks and uncertainties
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Competitive and Pricing Risks
The business-critical mailing activity is exposed to significant competitive and pricing risks which affect the ability to renew contracts and also win new work. The business manages those risks by ensuring that it is both competitive in terms of cost and leading edge in terms of technology, products and solutions that it offers. The business also prides itself on its client centricity and has very long-term relationships with customers, and suppliers, and a strong experienced management team.
Credit Risk
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring for both time and credit limits.
Liquidity Risk
Liquidity is managed through forecasting of future cash flow requirements for the business and maintaining sufficient cash balances to support the operations.
Economic risk
The group is subject to many of the same general economic risks faced by other businesses in the sector. The group seeks to mitigate these risks by having a diverse customer base together with robust forecasting and planning. Currently the group is managing the economic risks posed by the increased cost of energy through passing the majority of it on as a surcharge to clients and through a programme to reduce usage of both gas and electricity. The group continues to make significant investment in cyber security.
Financial key performance indicators
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The Directors regularly review and analyse a balanced scorecard of KPI’s in order to assess and measure the group’s performance and its financial position. These include turnover, profit margins, balance sheet indicators and cash flow.
Page 2
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Opus Trust Marketing Limited trading as Adare SEC
Group Strategic Report (continued)
For the Year Ended 31 March 2023
The forward view includes expansion of our service lines and continuing to adhere to our digital product roadmap. Once launched we are committed to the development, upgrade and maintenance of our products. We will also continue our investment into state-of-the-art printing and enclosing equipment and into our technology infrastructure which will include greater interoperability across our four sites.
Future market conditions remain highly competitive and will continue to be challenging in the medium-term. Consolidation of service providers continues but this activity also continues to create further opportunities for the company.
The group is well positioned to maintain our positive progress with increasing demand for our omnichannel customer communication solutions, which play a key role in helping our clients deliver on their digital transformational and mission critical business objectives.
Our focus remains on delivering true customer intimacy, by gaining a deep understanding of our clients’ businesses, identifying our clients’ unique needs, and delivering sustainable robust and regulatory compliant solutions.
Along with our acquisitions, we continue to invest in new solutions, products and services to support the needs of our existing and new clients successfully combined with production facilities that can meet the growing capacity requirements. We also continue to invest in our people who make the key difference in our business providing the enthusiasm and drive to meet the challenges we face moving forward.
We are well positioned to benefit positively from the changes in our market and have built a strong and capable business to meet the fast-changing needs of our clients. I would like to thank our employees for their continued hard work and dedication to making this company such a growing success.
Page 3
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Opus Trust Marketing Limited trading as Adare SEC
Group Strategic Report (continued)
For the Year Ended 31 March 2023
Companies Act, s172 Statement
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The directors of the group are confident that the strategy they have set for the group promotes the long-term success for the benefit of the group’s stakeholders. The board has determined a number of measures of success central to the success of our strategy and these policies include:
People
The directors regard engaging with employees as a key focus and seek to drive increased employee engagement with effective two-way communication to train and attract the best talent. The directors aim to attract, nurture and develop an inclusive and diverse workforce and is proud to be a Real Living Wage employer.
Clients
The group’s relationships with clients, both large and small, are critical to its long-term success. Client intimacy is a key objective across all areas of the business to improve our service and product offering.
The directors believe the group’s size, technology and well recognised brand allows it to be adaptable to client needs and has earnt its clients’ trust to deliver on service levels across all of our products.
Shareholders
Representatives of the group’s shareholders attend monthly Board meetings and presentations are made to its shareholders at least twice a year. The directors believe this ensures they are kept informed of the key commercial activities and decisions.
Community and Environment
The directors are committed to ensuring the group continues to operate a high standard of responsible and sustainable practise, working continually to raise expectations internally and through our supply chain. The directors seek to continuously lower environmental impact through Greenhouse Gas emissions, trade with those who comply with an Ethical Code and seek to improve social outcomes in the geographical areas we work within. To this end the group has been awarded and retained an EcoVadis Gold rating.
Business Conduct
The directors are committed to conducting business ethically, with honesty and integrity, ensuring compliance with all relevant laws and regulations and do not tolerate any form of bribery, tax evasion, corruption or other unethical business conduct. Relevant policies and procedures include Anti-bribery, Whistleblowing, Modern Slavery and Equal Opportunities policies.
This report was approved by the board on 19 September 2023 and signed on its behalf.
Page 4
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Opus Trust Marketing Limited trading as Adare SEC
Directors' Report
For the Year Ended 31 March 2023
The directors present their report and the financial statements for the year ended 31 March 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £2,567,000 (2022 - £18,000).
During the year the directors did not declare a dividend.
The directors who served during the year were:
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T G Prestwich (resigned 31 March 2023)
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A Rowan (resigned 1 December 2022)
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Matters covered in the Strategic report
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Disclosures in respect of future developments have been included as part of the Strategic report.
Page 5
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Opus Trust Marketing Limited trading as Adare SEC
Directors' Report (continued)
For the Year Ended 31 March 2023
Engagement with employees
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The directors give special attention to the health and safety of their employees and endeavour to ensure that as far as possible applications for employment, training and career development and promotion of disable persons is the same as other employees. Should employees become disable, every effort is made to ensure that their employment continues and appropriate retaining is provided. Consultation with employees and good industrial relations are actively promoted through comprehensive and agreed procedures included:
• Regular newsletters
• Regular team briefs
• Notice boards
• Regular meetings with the union
• Annual appraisals
These help achieve common awareness of employees in relation to financial and economic factors that affect the performance of thecompany.
Meetings with the union and team briefings ensure that employees' views can be taken into account in making decisions that are likely to affect their interests.
Engagement with suppliers, customers and others
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For information regarding the engagement with suppliers, customers and others please see the s172 statement.
Page 6
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Opus Trust Marketing Limited trading as Adare SEC
Directors' Report (continued)
For the Year Ended 31 March 2023
Streamlined energy and carbon reporting (SECR)
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The group has appointed CarbonQuota to independently assure the accuracy, completeness and consistency of energy use, greenhouse gas (GHG) emissions data and energy efficiency action.
The operational boundaries of this study comprise the scope 1 GHG emissions associated with combustion of gas and fuel for transport, scope 2 GHG emission associated with purchased electricity and scope 3 GHG emissions associated with business travel in rental vehicles and employee-owned vehicles. All other scope 1, 2 and 3 GHG emissions were excluded as permitted under SECR requirements for unquoted companies.
Methodology
In carrying out carbon footprint calculations and preparing this document, CarbonQuota has followed the requirements of the UK Government’s SECR Guidelines and the general principles of the Greenhouse Gas Protocol (Corporate Standard), with further guidance from the Greenhouse Gas Protocol (Corporate Value Chain Accounting and Reporting Standard).
Within the organisational boundaries, a consistent approach was used to quantify and to document GHG emissions and removals by completing, as applicable, the following steps:
1. Identification of GHG sources and sinks: identification of OPUS Trust Marketing Limited’s GHG sources and sinks was carried out using CarbonQuota’s industry expertise and previous experience, and guidance from international publications such as the GHG Protocol.
2. Selection of quantification methods: the selected quantification method is based on the multiplication of GHG activity data by GHG emission or removal factors, which was thought to be the most appropriate approach for this study.
3. Selection and collection of GHG activity data: The GHG activity data were collected from OPUS Trust Marketing Limited. Activity data used in this study is consistent with the quantification methods.
4. Selection or development of GHG emission or removal factors: The most appropriate and current GHG emission factors have been selected from Defra/DECC 2020 greenhouse gas conversion factor repository (Defra/DECC 2022 used for 2022-2023 reporting year).
5. Calculation of GHG emissions and removals: The calculations of the GHG emissions and removals have been carried out by multiplying the GHG activity data by GHG emission or removal factors. These calculations have been undertaken in a Microsoft Excel model.
The underlying primary data used by OPUS Trust Marketing Limited to provide summarised data to CarbonQuota for calculating the carbon footprint and energy footprint included utility company bills, supplier invoices and employee expense claims.
All IPCC 2007 GHGs were considered in the calculation of this organisational carbon footprint, which were converted to carbon dioxide equivalents (CO2e) using the 2007 IPCC Global Warming Potentials (GWPs). Whilst more recent IPCC GWPs are available, the latest version of the main source of secondary data used in this study (i.e. Defra) currently uses IPCC 2007 GWPs.
The calculations were assured on behalf of CarbonQuota by Dr Matt Fishwick who found no evidence to suggest that they were not materially correct and were not a fair representation of the GHG data and information.
Page 7
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Opus Trust Marketing Limited trading as Adare SEC
Directors' Report (continued)
For the Year Ended 31 March 2023
Results
Intensity Ratios
Page 8
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Opus Trust Marketing Limited trading as Adare SEC
Directors' Report (continued)
For the Year Ended 31 March 2023
Disclosure of information to auditors
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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.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 19 September 2023 and signed on its behalf.
Page 9
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Opus Trust Marketing Limited trading as Adare SEC
Independent Auditors' Report to the Members of Opus Trust Marketing Limited trading as Adare SEC
We have audited the financial statements of Opus Trust Marketing Limited trading as Adare SEC (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 March 2023, which comprise the Group Profit and Loss Account, the Group Statement of Comprehensive Income, the Group and company Balance Sheets, the Group and company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 March 2023 and of the Group's 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.
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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Opus Trust Marketing Limited trading as Adare SEC
Independent Auditors' Report to the Members of Opus Trust Marketing Limited trading as Adare SEC (continued)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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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
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As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.
Page 11
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Opus Trust Marketing Limited trading as Adare SEC
Independent Auditors' Report to the Members of Opus Trust Marketing Limited trading as Adare SEC (continued)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, data protection including GDPR and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, Statement of Recommended Practice, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included:
• Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety, anti-bribery, data protection including GDPR and employment law) and fraud; and
• Assessment of identified fraud risk factors; and
• Discussions with appropriate personnel to gain further insight into the control systems implemented, and the risk of irregularity; and
• Challenging assumptions and judgements made by management in its significant accounting estimates; and
• Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
• Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
• Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
• Reading minutes of meetings of those charged with governance; and
• Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
• Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
Page 12
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Opus Trust Marketing Limited trading as Adare SEC
Independent Auditors' Report to the Members of Opus Trust Marketing Limited trading as Adare SEC (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Peter Manser FCA DChA (Senior Statutory Auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Canterbury
20 September 2023
Page 13
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Opus Trust Marketing Limited trading as Adare SEC
Consolidated Profit and Loss Account
For the Year Ended 31 March 2023
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Exceptional administrative expenses
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Total operating profit/(loss)
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Interest payable and similar expenses
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Profit for the financial year
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Profit for the year attributable to:
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The notes on pages 19 to 48 form part of these financial statements.
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Page 14
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Opus Trust Marketing Limited trading as Adare SEC
Consolidated Statement of Comprehensive Income
For the Year Ended 31 March 2023
Profit for the financial year
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Other comprehensive income
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Actuarial (loss)/gain on defined benefit schemes
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Other comprehensive income for the year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Owners of the parent company
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Total comprehensive income attributable to:
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Owners of the parent company
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The notes on pages 19 to 48 form part of these financial statements.
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Page 15
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Opus Trust Marketing Limited trading as Adare SEC
Registered number: 03829462
Consolidated Balance Sheet
As at 31 March 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2023.
The notes on pages 19 to 48 form part of these financial statements.
Page 16
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Opus Trust Marketing Limited trading as Adare SEC
Registered number: 03829462
Company Balance Sheet
As at 31 March 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Profit and loss account brought forward
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Profit/(loss) for the year
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2023.
The notes on pages 19 to 48 form part of these financial statements.
Page 17
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Opus Trust Marketing Limited trading as Adare SEC
Consolidated Statement of Changes in Equity
For the Year Ended 31 March 2023
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Equity attributable to owners of parent company
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Actuarial gains on pension scheme
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Actuarial losses on pension scheme
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The notes on pages 19 to 48 form part of these financial statements.
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Company Statement of Changes in Equity
For the Year Ended 31 March 2023
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The notes on pages 19 to 48 form part of these financial statements.
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Page 18
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
Opus Trust Marketing Limited is a limited liability company incorporated in England.
The address of the registered office is 133 Scudamore Road, Braunstone Frith Industrial Estate, Leicester, LE3 1UQ.
The registered number is 03829462.
Details of the principal activities of the group are included in the directors' report.
2.Accounting policies
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Basis of preparation of financial statements
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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 group's functional and presentational currency is Pounds Sterling.
The group's financial statements are presented to the nearest thousand.
The group has voluntarily opted to prepare consolidated financial statements and therefore has taken the exemption under the reduced disclosure framework to not include a consolidated cashflow or to disclose key management personnel as these are included in the consolidated financial statements of Opus 107 Limited as at 31 March 2023. These financial statements may be obtained from 133-137 Scudamore Road, Leicester, England, LE3 1UQ.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The 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 Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 April 2014.
Page 19
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
The company meets its day to day capital requirements through group support which will continued to be offered for the period of 12 months from the date of signing these accounts. As such this will enable the company to continue for the foreseeable future.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 20
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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Leased assets: the Group as lessee
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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.
Grants of a revenue nature are recognised in the Consolidated Profit and Loss Account in the same period as the related expenditure.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 21
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Defined benefit pension plan
The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.
Page 22
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Page 23
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the 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 Profit and Loss Account 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:
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of three to seven years.
Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell
the software product are available; and
• the expenditure attributable to the software product during its development can be reliably
measured.
Directly attributable costs that are capitalised as part of the software product include the software product include the software development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in the subsequent period.
Page 24
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
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Intangible assets (continued)
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Computer software development costs recognised as assets are amortised over their estimated useful lives, which does not exceed seven years.
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:
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Short-term leasehold property
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over the minimum lease duration
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Not depreciated until brought into use
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
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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.
Page 25
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
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.
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Provisions for liabilities
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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.
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 Profit and Loss Account 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 Profit and Loss Account.
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.
Page 26
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
The group uses Invoice Financing through the Royal Bank of Scotland plc to accelerate the receipt of funds due from debtors. No rights are transferred to the finance provider, all benefits and risks remain with the company and all finance is potentially repayable therefore linked presentation is not appropriate. Accordingly debtors disclosed in full within the Balance Sheet and the associated finance is disclosed within creditors due within one year.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, 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 are the group's key sources of estimation uncertainty:
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 £7,170,000 (2022: £8,086,000) at the reporting date (see note 15). 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.
Page 27
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
3.Judgements in applying accounting policies (continued)
Tangible fixed assets
The group has recognised tangible fixed assets with a carrying value of £6,604,000 (2022: £9,025,000) at the reporting date (see note 16). 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.
Taxation
Provision has been made in the financial statements for deferred tax amounting to £4,892,000 (2022: £2,878,000) at the reporting date (see note 24). 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.
Impairment of trade receivables
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairments of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience.
Defined benefit pension scheme
The group has an obligation to pay pension benefits to certain employees. Although the scheme is closed to future accrual, the cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, assets valuation and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation/asset in the balance sheet. The assumptions reflect historical experience and current trends.
Page 28
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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An analysis of turnover by class of business is as follows:
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Government grants receivable
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The operating profit/(loss) is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of intangibles, including goodwill
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Other operating lease rentals
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Defined contribution pension costs
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(Profit)/loss on disposal of fixed assets
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Page 29
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Fees payable to the Group's auditor for the audit of the Group's annual financial statements
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Fees payable to the Group's auditor in respect of:
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Preparation of the Group's annual financial statements
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 30
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 5 directors (2022 - 4) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £279,000 (2022 - £236,000).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £31,000 (2022 - £20,000).
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Net interest on net defined benefit liability
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Page 31
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Utilisation of tax losses
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Deferred tax movement leading to an increase (decrease) in taxation
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Total tax charge for the year
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Page 32
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
12.Taxation (continued)
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Factors that may affect future tax charges
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The group has unutilised losses of approximately £13,403k (2022 - £11,119k) being carried forward for offset against future taxable income. A deferred tax asset has been recognised in respect of these losses which the directors are confident will be utilised within the foreseeable future based upon their projections of the company's future profitability. As a consequence a deferred tax asset of £3,350,000 (2022: £2,599,000) has been recognised in respect of unutilised losses, which forms part of the total recognised deferred tax asset of £4,893,000 (2022: £2,879,000).
As part of the Finance Bill 2021, which was substantively enacted on 1 April 2022, the corporation tax main rate is to remain at 19% until 31 March 2023.
Following the end of the accounting period, the UK government have announced that the main rate will 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 19% and marginal relief will apply between these thresholds. This change was enacted on 1 April 2022.
Deferred taxes have been measured using rates substantively enacted at the reporting date and reflected in these financial statements.
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Restructuring and reorganisation costs
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Parent company profit for the year
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The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit after tax of the parent company for the year was £277,000 (2022 - loss £536,000).
Page 33
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Charge for the year on owned assets
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Page 34
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
15.Intangible assets (continued)
Page 35
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Short-term leasehold improvements
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Transfers between classes
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Charge for the year on owned assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Page 36
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
16.Tangible fixed assets (continued)
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Short-term leasehold property
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Charge for the year on owned assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Page 37
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Investments in subsidiary companies
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Transfer to goodwill following hive up of trade and assets
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Direct and indirect subsidiary undertakings
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The following were subsidiary undertakings of the company:
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Document Outsourcing Group Limited
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Document Centric Solutions Ltd.
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Document Outsourcing Limited
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Adare SEC (Nottingham) Limited
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Page 38
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
Direct and indirect subsidiary undertakings (continued)
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The aggregate of the share capital and reserves as at 31 March 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Document Outsourcing Group Limited
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Document Centric Solutions Ltd.
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Document Outsourcing Limited
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Adare SEC (Nottingham) Limited
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Raw materials and consumables
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by connected companies
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Prepayments and accrued income
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Page 39
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
19.Debtors (continued)
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The amounts shown for the group as owed by group undertakings relates to the parent company which is outside of this consolidated group.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Invoice discounting facility
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Invoice discounting of £7,766,000 (2022: £3,934,000) relates to finance provided in respect of Confidential Invoice Discounting by the Royal Bank of Scotland plc. The facility is secured by way of charge over the assets of the group. Interest is payable at a rate of 1.5% above the bank base rate.
Overdraft facilities is secured by a fixed and floating charge over the whole assets of the group and cross guarantees within the group.
Amounts due under hire purchase and finance lease creditors are secured on the assets financed under these agreements.
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Page 40
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Loan from company under common control
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Accruals and deferred income
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The loan from company under common control is secured on a fixed and floating charge over the property of the company or undertaking of the company. Interest is charged at 8% per annum.
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Charged to profit or loss
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Arising on business combinations
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Page 41
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
24.Deferred taxation (continued)
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Charged to profit or loss
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Accelerated capital allowances
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Tax losses carried forward
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Asset - due after one year
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Asset - due within one year
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Page 42
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
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Charged to profit or loss
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Allotted, called up and fully paid
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1,893,165 (2022 - 1,893,165) Ordinary shares shares of £1.00 each
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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 43
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
The group operates four defined contributions pension schemes. The assets of the schemes are held separately from those of the group in independently administered funds. The pension cost charge represents contributions payable by the group to the funds and amounted to £578,000 (2022: £420,000). Contributions totalling £132,000 (2022: £104,000) were payable to the fund at the balance sheet date and were included within creditors.
Defined benefit scheme
The group operates a Defined Benefit Pension Scheme.
One of the group's subsidiaries, Adare SEC Limited, sponsors the Halcyon Business Solutions Pension Scheme, a funded defined benefit pension scheme in the UK. The scheme is administered within a separate trust independent of the Company and is supervised by independent trustees. The trustees are responsible for ensuring that the correct benefits are paid, that the scheme is appropriately funded and that scheme assets are appropriately invested.
The Scheme provides pensions and lump sums to members on retirement and to their dependants on their death. Members who leave service before retirement are entitled to a deferred pension. The Scheme closed to accrual of benefits on 30 March 2003.
A formal actuarial valuation was carried out as at 31 January 2021. The results of that valuation have been projected to 31 March 2023 by a qualified independant actuary. The figures in the following disclosure were measured using the Projected Unit Method.
Responsibility for making good any deficit within the Scheme lies with the Company. Under the Schedule of Contributions agreed as part of the 2021 valuation, the Company expects to make no further contributions to the Scheme from 31 March 2022. The Trustees are required to use prudent assumptions to value the liabilities and costs of the scheme whereas the accounting assumptions must be best estimates.
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Reconciliation of present value of plan liabilities:
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Reconciliation of present value of plan liabilities
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At the beginning of the year
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Actuarial gains / (losses)
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Page 44
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
28.Pension commitments (continued)
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Reconciliation of present value of plan assets:
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At the beginning of the year
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Return on assets (excluding amount included in net interest expense)
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Composition of plan assets:
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Total market value of assets
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Fair value of plan assets
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Present value of plan liabilities
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Page 45
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
28.Pension commitments (continued)
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The amounts recognised in profit or loss are as follows:
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Remeasurements of net asset:
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Return on scheme assets (excluding amount included in net interest expense)
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Actuarial (gains) / losses
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Charge / (credit) recorded in other comprehensive income
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The return on plan assets was:
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Return on plan assets (excluding amount included in net interest expense)
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Total return in plan assets
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Page 46
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
28.Pension commitments (continued)
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Principal actuarial assumptions at the balance sheet date (expressed as weighted average):
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Inflation assumption - RPI
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Inflation assumption - CPI
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Revaluation of deferred pensions:
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Increases for pensions in payment:
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Pre 2030 (accrued post 97)
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Post 2030 (accrued post 97)
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Proportion of employees commuting pension for cash
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Expected age at death of current pension at age 65:
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Male aged 65 at year end:
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Female aged 65 at year end:
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Expected age at death of future pension at age 65:
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Male aged 45 at year end:
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Female aged 45 at year end:
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Commitments under operating leases
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At 31 March 2023 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Page 47
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Opus Trust Marketing Limited trading as Adare SEC
Notes to the Financial Statements
For the Year Ended 31 March 2023
30.Other financial commitments
Confidential Invoice Discounting is provided by arrangement with Royal Bank of Scotland plc. All of the group's trade debtors were financed in such a manner with the corresponding liability disclosed within creditors.
The group has obtained financing facilities provided by Clydesdale Bank Plc. The facility is secured by a charge over the company's property and assets. At the year end there were no liabilities outstanding in respect of this.
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Related party transactions
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During the year the group entered into transactions, in the ordinary course of business, with related parties. Transactions entered into, and trading balances outstanding at 31 March 2023, are as follows:
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Purchases from companies under common control
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Amounts due from companies under common control
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Loans due to companies under common control
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Amounts due from companies under common control
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Loan interest to companies under common control
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The group's ultimate parent undertaking is Opus 107 Limited, a company incorporated in England and Wales.
The financial statements of Opus 107 Limited are consolidated, copies of which can be obtained from the registered office.
Page 48
|
