Registration number:
Cookson Holdings Ltd
for the Period from 24 July 2020 to 31 October 2021
Cookson Holdings Ltd
Contents
Company Information |
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Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Statement of Cash Flows |
|
Notes to the Financial Statements |
Cookson Holdings Ltd
Company Information
Directors |
Mr Martin Cookson Mr Ryan Mark Cookson Mr Luke Martin Cookson |
Registered office |
|
Auditors |
|
Cookson Holdings Ltd
Strategic Report for the period from 24 July 2020 to 31 October 2021
The directors present their strategic report for the period from 24 July 2020 to 31 October 2021.
Principal activity
The principal activity of the group is as fruit and vegetable wholesaler
Fair review of the business
It has been a successful period for the Cookson Holdings Group. In this accounting period, the Group has achieved operating profits of £144,856 and has a stong balance sheet with closing net assets of £259,490. This is an excellent position and the prospects for the Group continue to grow.
Key performance indicators include turnover of £2,658,468, and gross profit of £358,662, with a gross profit margin of 13.49%, which are impressive results taking into account industry averages and the short period of account.
The management buy-out by Cookson Holdings Ltd of the Sharrocks Fresh Produce Limited, has continued in line with agreements reached in August 2020.
During the period, and after the year end, investment in fixed assets has continued, which has strengthened the Group's ability to process, store and distribute product, and support sales growth.
Principal risks and uncertainties
The Group's accounting and reporting systems function very well, underpinned by a strong team of staff, sales margins are maintained and performance is closely monitored on the regular basis.
Capital expenditure during the period and since the year end have focussed on product development and enhanced customer satisfaction, as well as new markets. The Group retains and where necessary adds to its very experienced workforce.
Approved and authorised by the
......................................... |
Cookson Holdings Ltd
Directors' Report for the Period from 24 July 2020 to 31 October 2021
The directors present their report and the for the period from 24 July 2020 to 31 October 2021.
Incorporation
The company was incorporated and commenced trading on
Directors of the group
The directors who held office during the period were as follows:
Financial instruments
Objectives and policies
The Group has a strong sytem of internal control and the accounting and report systems continue to function very well. Sales margins are maintained and performance is monitored on a daily basis.
A knowledgeable and competent finance team remain in place.
Investment in capital expenditure continues in the period and after the year end, to support business growth and facilitate continued efficiency and profitability.
Price risk, credit risk, liquidity risk and cash flow risk
Key risks include maintaining gross profit margins through the use of pricing strategies, monitoring operating costs and overheads, and generating net cash inflows into the group.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
......................................... |
Cookson Holdings Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and 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; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Cookson Holdings Ltd
Independent Auditor's Report to the Members of Cookson Holdings Ltd
Opinion
We have audited the financial statements of Cookson Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period from 24 July 2020 to 31 October 2021, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 the parent company's affairs as at 31 October 2021 and of its profit for the period then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Cookson Holdings Ltd
Independent Auditor's Report to the Members of Cookson Holdings Ltd
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Cookson Holdings Ltd
Independent Auditor's Report to the Members of Cookson Holdings Ltd
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
Ground Floor, Seneca House
Links Point, Amy Johnson Way
Lancashire
FY4 2FF
Cookson Holdings Ltd
Consolidated Profit and Loss Account for the Period from 24 July 2020 to 31 October 2021
Note |
2021 |
|
Turnover |
|
|
Cost of sales |
( |
|
Gross profit |
|
|
Administrative expenses |
( |
|
Operating profit |
|
|
Interest payable and similar expenses |
( |
|
Share of profit of equity accounted investees |
|
|
Profit before tax |
|
|
Tax on profit |
( |
|
Profit for the financial period |
|
|
Profit/(loss) attributable to: |
||
Owners of the company |
|
|
Minority interests |
|
|
|
The above results were derived from continuing operations.
Cookson Holdings Ltd
Consolidated Statement of Comprehensive Income for the Period from 24 July 2020 to 31 October 2021
2021 |
|
Profit for the period |
|
Total comprehensive income for the period |
|
Total comprehensive income attributable to: |
|
Owners of the company |
|
Minority interests |
|
|
Cookson Holdings Ltd
(Registration number: 12766854)
Consolidated Balance Sheet as at 31 October 2021
Note |
2021 |
|
Fixed assets |
||
Intangible assets |
( |
|
Tangible assets |
|
|
|
||
Current assets |
||
Stocks |
|
|
Debtors |
|
|
Cash at bank and in hand |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
Net current assets |
|
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Provisions for liabilities |
( |
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
|
|
Retained earnings |
|
|
Equity attributable to owners of the company |
|
|
Minority interests |
|
|
Shareholders' funds |
|
Approved and authorised by the
......................................... |
Cookson Holdings Ltd
(Registration number: 12766854)
Balance Sheet as at 31 October 2021
Note |
2021 |
|
Fixed assets |
||
Investments |
|
|
Current assets |
||
Debtors |
|
|
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Provisions for liabilities |
( |
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
|
|
Retained earnings |
|
|
Shareholders' funds |
|
The company made a profit after tax for the financial period of £32,400 ( - loss of £-).
Approved and authorised by the
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Cookson Holdings Ltd
Consolidated Statement of Changes in Equity for the Period from 24 July 2020 to 31 October 2021
Equity attributable to the parent company
Share capital |
Retained earnings |
Total |
Non- controlling interests |
|
Profit for the period |
- |
|
|
|
New share capital subscribed |
|
- |
|
- |
At 31 October 2021 |
|
|
|
|
Total equity |
|
Profit for the period |
|
New share capital subscribed |
|
At 31 October 2021 |
|
Cookson Holdings Ltd
Statement of Changes in Equity for the Period from 24 July 2020 to 31 October 2021
Share capital |
Retained earnings |
Total |
|
Profit for the period |
- |
|
|
New share capital subscribed |
|
- |
|
At 31 October 2021 |
|
|
|
Cookson Holdings Ltd
Consolidated Statement of Cash Flows for the Period from 24 July 2020 to 31 October 2021
Note |
2021 |
|
Cash flows from operating activities |
||
Profit for the period |
|
|
Adjustments to cash flows from non-cash items |
||
Depreciation and amortisation |
|
|
Loss on disposal of intangible assets |
|
|
Share of profit/loss of equity accounted investees |
( |
|
Income tax expense |
|
|
|
||
Working capital adjustments |
||
Increase in stocks |
( |
|
Increase in trade debtors |
( |
|
Increase in trade creditors |
|
|
Other creditors adjustment |
(261,172) |
|
Cash generated from operations |
( |
|
Income taxes received |
|
|
Net cash flow from operating activities |
( |
|
Cash flows from investing activities |
||
Acquisitions of tangible assets |
( |
|
Acquisition of intangible assets |
|
|
Proceeds from sale of intangible assets |
( |
|
Acquisition of investments in joint ventures and associates |
( |
|
Proceeds from disposal of investments in joint ventures and associates |
|
|
Net cash flows from investing activities |
|
|
Cash flows from financing activities |
||
Proceeds from issue of ordinary shares, net of issue costs |
|
|
Payments to finance lease creditors |
|
|
Net cash flows from financing activities |
|
|
Net increase in cash and cash equivalents |
|
|
Cash and cash equivalents at 24 July |
- |
|
Cash and cash equivalents at 31 October |
54,730 |
Cookson Holdings Ltd
Statement of Cash Flows for the Period from 24 July 2020 to 31 October 2021
Note |
2021 |
|
Cash flows from operating activities |
||
Profit for the period |
|
|
Adjustments to cash flows from non-cash items |
||
Income tax expense |
|
|
|
||
Working capital adjustments |
||
Increase in trade debtors |
( |
|
Increase in trade creditors |
|
|
Increase in provisions |
|
|
Net cash flow from operating activities |
|
|
Cash flows from investing activities |
||
Acquisition of subsidiaries |
( |
|
Acquisition of investments in joint ventures and associates |
( |
|
Proceeds from disposal of investments in joint ventures and associates |
|
|
Net cash flows from investing activities |
( |
|
Cash flows from financing activities |
||
Proceeds from issue of ordinary shares, net of issue costs |
|
|
Net increase/(decrease) in cash and cash equivalents |
- |
|
Cash and cash equivalents at 24 July |
- |
|
Cash and cash equivalents at 31 October |
- |
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
The principal place of business is:
Unit G2, Red Scar Industrial Estate
Tustin Way Off Longridge Road
Ribbleton
Preston
Lancashire
PR2 5LX
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October 2021.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial period of £32,400 ( - loss of £-).
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Disclosure of long or short period
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Leasehold land and Buildings |
20% Straight Line |
Plant and equipment |
20% Straight Line |
Fixtures & Fittings |
20% Straight Line |
Motor Vehicles |
20% Straight Line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Software |
20% Straight Line |
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Goodwill |
10 % Straight Line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
2021 |
|
Fruit and veg wholesale |
|
Storage and distribution |
|
|
The turnover by geographical market all relates to UK turnover.
Operating profit |
Arrived at after charging/(crediting)
2021 |
|
Depreciation expense |
|
Amortisation expense |
( |
Operating lease expense - plant and machinery |
|
Operating lease expense - other |
|
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2021 |
|
Wages and salaries |
|
Social security costs |
|
Pension costs, defined contribution scheme |
|
Other employee expense |
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
2021 |
|
Production |
|
Administration and support |
|
Other departments |
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
2021 |
|
Remuneration |
|
Contributions paid to money purchase schemes |
|
11,360 |
Auditors' remuneration |
2021 |
|
Audit of these financial statements |
861 |
The company entered into a liability limitation agreement with the auditor on 23rd March 2021. The liability of the auditor in respect of any claim or claims made by the company is limited to £4,000,000 inclusive of interest and costs.
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Taxation |
The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of
The differences are reconciled below:
2021 |
|
Profit before tax |
|
Corporation tax at standard rate |
|
Decrease from effect of joint-ventures and associates results reported net of tax |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
Tax decrease from effect of capital allowances and depreciation |
( |
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
Total tax charge |
|
Tax charged/(credited) in the consolidated profit and loss account
2021 |
|
Current taxation |
|
UK corporation tax |
|
Deferred taxation |
|
Arising from origination and reversal of timing differences |
|
Tax expense in the income statement |
|
Deferred tax
Group
Deferred tax assets and liabilities
2021 |
Asset |
Liability |
Accerelated capital allowances |
- |
|
- |
|
In the March 2021 Budget, a change to the future UK corporation tax rate was announced, indicating that the rate will increase to 25% from April 2023. Deferred tax balances at the reporting date are therefore measured at 25%.
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Intangible assets |
Group
Goodwill |
Internally generated software development costs |
Total |
|
Cost or valuation |
|||
Additions acquired separately |
( |
- |
( |
Acquired through business combinations |
- |
|
|
At 31 October 2021 |
( |
|
( |
Amortisation |
|||
Amortisation charge |
( |
|
( |
At 31 October 2021 |
( |
|
( |
Carrying amount |
|||
At 31 October 2021 |
( |
|
( |
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Tangible assets |
Group
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
Cost or valuation |
|||
Additions |
|
- |
|
Acquired through business combinations |
|
|
|
At 31 October 2021 |
|
|
|
Depreciation |
|||
Charge for the period |
|
|
|
At 31 October 2021 |
|
|
|
Carrying amount |
|||
At 31 October 2021 |
|
|
|
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2021 |
|
Plant & Machinery |
7,852 |
Motor Vehicles |
24,177 |
32,029 |
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Investments |
Company
2021 |
|
Investments in subsidiaries |
|
Subsidiaries |
£ |
Cost or valuation |
|
Additions |
|
Provision |
|
Carrying amount |
|
At 31 October 2021 |
|
Associates |
£ |
Cost |
|
Additions |
|
Disposals |
( |
At 31 October 2021 |
- |
Provision |
|
Carrying amount |
|
At 31 October 2021 |
- |
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2021 |
||||
Subsidiary undertakings |
||||
|
Yorkshire Produce Centre
England |
|
|
|
Business combinations |
On
Sharrocks Fresh Produce Ltd contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Fair value |
|
Assets and liabilities acquired |
||
Financial assets |
2,244,362 |
|
Stocks |
156,808 |
|
Tangible assets |
326,060 |
|
Identifiable intangible assets |
503 |
|
Financial liabilities |
(2,172,590) |
( |
Total identifiable assets |
555,143 |
|
- |
- |
|
Total consideration |
555,143 |
555,143 |
Satisfied by: |
||
Cash |
155,556 |
|
Contingent consideration arrangement |
100,000 |
|
Other |
144,318 |
|
Total consideration transferred |
399,874 |
|
|
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
The useful life of goodwill is
Other financial assets |
Group
Financial assets at cost less impairment |
Total |
|
Non-current financial assets |
||
Cost or valuation |
||
Additions |
44,444 |
44,444 |
Disposals |
(44,444) |
(44,444) |
At 31 October 2021 |
- |
- |
Impairment |
||
Carrying amount |
||
At 31 October 2021 |
- |
- |
Company
Financial assets at cost less impairment |
Total |
|
Non-current financial assets |
||
Cost or valuation |
||
Additions |
44,444 |
44,444 |
Disposals |
(44,444) |
(44,444) |
At 31 October 2021 |
- |
- |
Impairment |
||
Carrying amount |
||
At 31 October 2021 |
- |
- |
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Stocks |
Group |
Company |
|
2021 |
2021 |
|
Other inventories |
|
- |
Debtors |
Group |
Company |
||
Current |
Note |
2021 |
2021 |
Trade debtors |
|
- |
|
Other debtors |
|
|
|
Prepayments |
|
- |
|
Income tax asset |
|
- |
|
|
|
Cash and cash equivalents |
Group |
Company |
|
2021 |
2021 |
|
Cash on hand |
|
- |
Cash at bank |
|
- |
|
- |
Creditors |
Group |
Company |
||
Note |
2021 |
2021 |
|
Due within one year |
|||
Loans and borrowings |
|
- |
|
Trade creditors |
|
- |
|
Amounts due to related parties |
- |
|
|
Social security and other taxes |
|
- |
|
Other payables |
|
- |
|
Accruals |
|
- |
|
Income tax liability |
67,600 |
7,600 |
|
|
|
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Group |
Company |
||
Note |
2021 |
2021 |
|
Due after one year |
|||
Loans and borrowings |
|
- |
The invoice discounting facility of £261,227 included within other creditors, is secured on the debtors to which it relates.
The obligations under finance leases are secured on the assets to which they relate.
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Share capital |
Allotted, called up and fully paid shares
2021 |
||
No. |
£ |
|
|
|
90 |
Loans and borrowings |
Group |
Company |
|
2021 |
2021 |
|
Non-current loans and borrowings |
||
Hire purchase contracts |
|
- |
Group |
Company |
|
2021 |
2021 |
|
Current loans and borrowings |
||
Hire purchase contracts |
|
- |
The obligations under finance lease are secured against the assets to which they relate.
Cookson Holdings Ltd
Notes to the Financial Statements for the Period from 24 July 2020 to 31 October 2021
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
2021 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
Related party transactions |
Group
Key management compensation
2021 |
|
Salaries and other short term employee benefits |
|
Other transactions with directors |
There have been transactions with directors during the year. As at the year end, the directors owed £44,523 to the subsidiary, Sharrocks Fresh Produce Limited, and £90 to the parent, Cookson Holdings Limited. The directors then advanced a further £100,000 to the group, The closing loan account balance of £55,387 is included within other creditors.
Interest has been charged at the official rate of interest on any loan balance payable to the group that exceeded £10,000 throughtout the year. The loans are unsecured and repayable on demand.
The above transactions with directors have been given in an aggregated format.
Parent and ultimate parent undertaking |
The ultimate controlling parties are
Non adjusting events after the financial period |
|