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COMPANY REGISTRATION NUMBER: 02425018
COGRI GROUP LIMITED
FINANCIAL STATEMENTS
31 December 2022
COGRI GROUP LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2022
Contents
Pages
Officers and professional advisers 1
Strategic report 2
Directors' report 3 to 4
Independent auditor's report to the members 5 to 7
Consolidated statement of comprehensive income 8
Consolidated statement of financial position 9 to 10
Balance sheet 11 to 12
Consolidated statement of changes in equity 13
Statement of changes in shareholders funds 14
Consolidated statement of cash flows 15
Notes to the financial statements 16 to 32
COGRI GROUP LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
The board of directors
K J Dare
L A Dare
Company secretary
L A Dare
Registered office
Dene House
North Road
Kirkburton
Huddersfield
HD8 0RW
Auditor
Wheawill & Sudworth Limited
Chartered Accountants & Statutory Auditor
35 Westgate
Huddersfield
HD1 1PA
Bankers
National Westminster Bank plc
8 Market Place
Huddersfield
West Yorkshire
HD1 2AL
Solicitors
Ramsdens Solicitors LLP
Oakley House
1 Hungerford Road
Huddersfield
HD3 3AL
COGRI GROUP LIMITED
STRATEGIC REPORT
YEAR ENDED 31 DECEMBER 2022
The principal activity of the Group continued to be the provision of specialist industrial flooring services . Results, Performance and Developments during the year The Board are satisfied with the Group's performance during the year. Reasonable levels of turnover and EBITDA were achieved, together with cash generation derived from tight controls over overheads and working capital levels. Further efforts are being made to enhance the overall efficiency of the group to help counter the current unstable global environment within which it operates. Principal risks and uncertainties The Directors consider that the key risks and principal uncertainties faced by the Group are: Global economic and political instability Exchange rate volatility Potential skills shortages These risks are managed through monitoring of the appropriate markets, maintaining close customer and supplier relationships and provision of ongoing training and development programmes for staff members. Financial Instruments Due to the nature of the financial instruments used by the company there is no material exposure to price risk. The group's approach to managing other risk applicable to the financial instruments concerned are shown below. In respect of bank balances the liquidity risk is managed by maintaining a balance between short term balances and longer term savings. Trade debtors are managed in respect of credit and cash flow by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Key Performance Indicators Key performance indicators monitored by management include the contract pipeline, gross margin, overhead levels and cash generation. Outlook The directors continue to examine opportunities for further development of the business and its efficiencies. The directors have considered the results of the current financial year up to the date of this report, and are confident the group will further enhance shareholder value in 2023.
This report was approved by the board of directors on 28 September 2023 and signed on behalf of the board by:
L A Dare Director
COGRI GROUP LIMITED
DIRECTORS' REPORT
YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements of the group for the year ended 31 December 2022 .
Directors
The directors who served the company during the year were as follows:
K J Dare
L A Dare
Dividends
Particulars of recommended dividends are detailed in note 14 to the financial statements.
Disclosure of information in the strategic report
In accordance with Section 414C(11), Companies Act 2006, the following information required to be contained in this report is set out in the company's Strategic Report on page 2: principal activities, business review and financial risks.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 28 September 2023 and signed on behalf of the board by:
L A Dare Director
COGRI GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COGRI GROUP LIMITED
YEAR ENDED 31 DECEMBER 2022
Opinion
We have audited the financial statements of Cogri Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, balance sheet, consolidated statement of changes in equity, statement of changes in shareholders funds, consolidated statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2022 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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: Obtained an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework; Assessment of the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur; Ensured whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations; Gained clear understanding of the entity’s current activities, the scope of its authorisation and confirmed the effectiveness of its control environment where the entity is a regulated entity; As part of an audit in accordance with ISAs (UK), we exercise professional judgment 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 on the effectiveness of the group'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 group's or the parent 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the group or the parent 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. 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.
David Butterworth
(Senior Statutory Auditor)
For and on behalf of
Wheawill & Sudworth Limited
Chartered Accountants & Statutory Auditor
35 Westgate
Huddersfield
HD1 1PA
28 September 2023
COGRI GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2022
2022
2021
Note
£
£
Turnover
4
24,531,114
17,863,157
Cost of sales
( 8,627,664)
( 5,994,638)
-------------
-------------
Gross profit
15,903,450
11,868,519
Distribution costs
( 4,085)
( 3,744)
Administrative expenses
( 9,615,598)
( 8,338,559)
Other operating income
5
1,157
33,514
-------------
-------------
Operating profit
6
6,284,924
3,559,730
Share of profit of associates
17
819,818
297,207
Other interest receivable and similar income
10
33,412
40,636
Impairment of investments
11
( 291,939)
Interest payable and similar expenses
12
( 13,611)
( 9,940)
-------------
-------------
Profit before taxation
6,832,604
3,887,633
Tax on profit
13
( 1,165,346)
( 900,973)
------------
------------
Profit for the financial year and total comprehensive income
5,667,258
2,986,660
------------
------------
Profit for the financial year attributable to:
The owners of the parent company
5,318,766
2,830,766
Non-controlling interests
348,492
155,894
------------
------------
5,667,258
2,986,660
------------
------------
Total comprehensive income for the year attributable to:
The owners of the parent company
5,318,766
2,830,766
Non-controlling interests
348,492
155,894
------------
------------
5,667,258
2,986,660
------------
------------
All the activities of the group are from continuing operations.
COGRI GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2022
2022
2021
Note
£
£
Fixed assets
Intangible assets
15
8,810
Tangible assets
16
2,995,921
2,727,348
Investments:
17
Investments in associates
2,245,818
1,371,514
------------
------------
5,250,549
4,098,862
Current assets
Stocks
18
1,032,827
724,121
Debtors
19
7,588,416
6,063,166
Cash at bank and in hand
8,435,200
5,848,770
-------------
-------------
17,056,443
12,636,057
Creditors: amounts falling due within one year
20
( 3,288,017)
( 2,001,325)
-------------
-------------
Net current assets
13,768,426
10,634,732
-------------
-------------
Total assets less current liabilities
19,018,975
14,733,594
Creditors: amounts falling due after more than one year
21
( 432,448)
( 319,072)
Provisions
Taxation including deferred tax
23
( 222,300)
( 122,977)
-------------
-------------
Net assets
18,364,227
14,291,545
-------------
-------------
COGRI GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
31 December 2022
2022
2021
Note
£
£
Capital and reserves
Called up share capital
28
100
100
Revaluation reserve
29
191,553
196,753
Profit and loss account
29
17,460,130
13,590,283
-------------
-------------
Equity attributable to the owners of the parent company
17,651,783
13,787,136
Non-controlling interests
712,444
504,409
-------------
-------------
18,364,227
14,291,545
-------------
-------------
These financial statements were approved by the board of directors and authorised for issue on 28 September 2023 , and are signed on behalf of the board by:
K J Dare Director
Company registration number: 02425018
COGRI GROUP LIMITED
BALANCE SHEET
31 December 2022
2022
2021
Note
£
£
Fixed assets
Tangible assets
16
1,574,272
1,580,725
Investments
17
564,025
130,930
------------
------------
2,138,297
1,711,655
Current assets
Debtors
19
2,173,743
3,537,450
Cash at bank and in hand
2,582,578
1,206,490
------------
------------
4,756,321
4,743,940
Creditors: amounts falling due within one year
20
( 146,192)
( 122,953)
------------
------------
Net current assets
4,610,129
4,620,987
------------
------------
Total assets less current liabilities
6,748,426
6,332,642
Creditors: amounts falling due after more than one year
21
( 251,268)
( 313,519)
Provisions
Taxation including deferred tax
23
( 120,000)
( 110,000)
------------
------------
Net assets
6,377,158
5,909,123
------------
------------
COGRI GROUP LIMITED
BALANCE SHEET (continued)
31 December 2022
2022
2021
Note
£
£
Capital and reserves
Called up share capital
28
100
100
Revaluation reserve
29
191,553
196,753
Profit and loss account
29
6,185,505
5,712,270
------------
------------
Shareholders funds
6,377,158
5,909,123
------------
------------
The profit for the financial year of the parent company was £ 1,922,154 (2021: £ 2,047,914 ).
These financial statements were approved by the board of directors and authorised for issue on 28 September 2023 , and are signed on behalf of the board by:
K J Dare Director
Company registration number: 02425018
COGRI GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2022
Called up share capital
Revaluation reserve
Profit and loss account
Equity attributable to the owners of the parent company
Non-controlling interests
Total
£
£
£
£
£
£
At 1 January 2021
100
201,953
11,896,214
12,098,267
480,833
12,579,100
Profit for the year
2,830,766
2,830,766
155,894
2,986,660
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account
( 5,200)
5,200
------------
------------
-------------
-------------
------------
-------------
Total comprehensive income for the year
( 5,200)
2,835,966
2,830,766
155,894
2,986,660
Dividends paid and payable
14
( 1,141,897)
( 1,141,897)
( 132,318)
( 1,274,215)
------------
------------
-------------
-------------
------------
-------------
Total investments by and distributions to owners
( 1,141,897)
( 1,141,897)
( 132,318)
( 1,274,215)
At 31 December 2021
100
196,753
13,590,283
13,787,136
504,409
14,291,545
Profit for the year
5,318,766
5,318,766
348,492
5,667,258
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account
( 5,200)
5,200
------------
------------
-------------
-------------
------------
-------------
Total comprehensive income for the year
( 5,200)
5,323,966
5,318,766
348,492
5,667,258
Dividends paid and payable
14
( 1,454,119)
( 1,454,119)
( 140,457)
( 1,594,576)
------------
------------
------------
------------
------------
------------
Total investments by and distributions to owners
( 1,454,119)
( 1,454,119)
( 140,457)
( 1,594,576)
------------
------------
-------------
-------------
------------
-------------
At 31 December 2022
100
191,553
17,460,130
17,651,783
712,444
18,364,227
------------
------------
-------------
-------------
------------
-------------
COGRI GROUP LIMITED
STATEMENT OF CHANGES IN SHAREHOLDERS FUNDS
YEAR ENDED 31 DECEMBER 2022
Called up share capital
Revaluation reserve
Profit and loss account
Total
£
£
£
£
At 1 January 2021
100
201,953
4,801,053
5,003,106
Profit for the year
2,047,914
2,047,914
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account
( 5,200)
5,200
------------
------------
------------
------------
Total comprehensive income for the year
( 5,200)
2,053,114
2,047,914
Dividends paid and payable
14
( 1,141,897)
( 1,141,897)
------------
------------
------------
------------
Total investments by and distributions to owners
( 1,141,897)
( 1,141,897)
At 31 December 2021
100
196,753
5,712,270
5,909,123
Profit for the year
1,922,154
1,922,154
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account
( 5,200)
5,200
------------
------------
------------
------------
Total comprehensive income for the year
( 5,200)
1,927,354
1,922,154
Dividends paid and payable
14
( 1,454,119)
( 1,454,119)
------------
------------
------------
------------
Total investments by and distributions to owners
( 1,454,119)
( 1,454,119)
------------
------------
------------
------------
At 31 December 2022
100
191,553
6,185,505
6,377,158
------------
------------
------------
------------
COGRI GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2022
2022
2021
£
£
Cash flows from operating activities
Profit for the financial year
5,667,258
2,986,660
Adjustments for:
Depreciation of tangible assets
470,023
396,141
Impairment of investments
291,939
Government grant income
( 5,616)
Share of profit of associates
( 819,818)
( 297,207)
Other interest receivable and similar income
( 33,412)
( 40,636)
Interest payable and similar expenses
13,611
9,940
Gains on disposal of tangible assets
( 25,617)
( 2,009)
Tax on profit
1,165,346
900,973
Changes in:
Stocks
( 308,706)
( 102,385)
Trade and other debtors
( 2,058,521)
45,531
Trade and other creditors
1,253,789
12,439
------------
------------
Cash generated from operations
5,615,892
3,903,831
Interest paid
( 13,611)
( 9,940)
Interest received
33,412
40,636
Tax paid
( 1,054,982)
( 769,288)
------------
------------
Net cash from operating activities
4,580,711
3,165,239
------------
------------
Cash flows from investing activities
Purchase of tangible assets
( 529,117)
( 591,306)
Proceeds from sale of tangible assets
52,078
40,342
Acquisition of subsidiaries
( 8,810)
Acquisition of interests in associates and joint ventures
( 346,425)
------------
------------
Net cash used in investing activities
( 832,274)
( 550,964)
------------
------------
Cash flows from financing activities
Repayments of borrowings
( 61,210)
( 69,085)
Proceeds from loans from participating interests
529,756
70,880
Government grant income
5,616
Payments of finance lease liabilities
( 35,977)
( 71,073)
Dividends paid
( 1,594,576)
( 1,274,215)
------------
------------
Net cash used in financing activities
( 1,162,007)
( 1,337,877)
------------
------------
Net increase in cash and cash equivalents
2,586,430
1,276,398
Cash and cash equivalents at beginning of year
5,848,770
4,572,372
------------
------------
Cash and cash equivalents at end of year
8,435,200
5,848,770
------------
------------
COGRI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2022
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Dene House, North Road, Kirkburton, Huddersfield, HD8 0RW.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. For certain subsidiary undertakings their data is extracted from unaudited financial statements prepared by independent accountants. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.
Non-controlling interests
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.
The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances .
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that 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 that are expected to apply to the reversal of the timing difference.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Where exchange differences result from the translation of foreign currency borrowings raised to acquire foreign assets they are taken to reserves and offset against the differences arising from the translation of those assets. All other exchange differences are dealt with through the profit and loss account.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
Over 5 years
Patents
-
over 20 years
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold Property
-
2% straight line
Plant and Machinery
-
20% straight line
Fixtures and Fittings
-
20% straight line
Motor Vehilcles
-
17% reducing balance
Computer Equipment
-
33% straight line
An amount equal to the excess of the annual depreciation charge on revalued assets over the notional historical cost depreciation charge on those assets is transferred annually from the revaluation reserve to the profit and loss account.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Stocks
Stocks are stated at the lower of cost and net realisable value.
Finance leases and hire purchase contracts
Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet at their fair value and depreciated over their expected useful lives. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the profit and loss account over the period of the lease. All other leases are regarded as operating leases and the payments made under them are charged to the profit and loss account on a straight line basis over the lease term.
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Defined contribution plans
The company operates a defined contribution pension scheme. The amount charged to the profit and loss account in respect of pension costs is the contributions payable in the year.
4. Turnover
Turnover arises from:
2022
2021
£
£
Rendering of services
24,531,114
17,863,157
-------------
-------------
The percentage of turnover derived from supplying geographical markets outside the United Kingdom is not given as in the opinion of the directors its disclosure would be prejudicial to the interests of the group.
5. Other operating income
2022
2021
£
£
Government grant income
5,616
Other operating income
1,157
27,898
------------
------------
1,157
33,514
------------
------------
6. Operating profit
Operating profit or loss is stated after charging/crediting:
2022
2021
£
£
Depreciation of tangible assets
470,023
396,141
Gains on disposal of tangible assets
( 25,617)
( 2,009)
Impairment of trade debtors
327,861
16,283
Foreign exchange differences
( 291,214)
36,995
------------
------------
7. Auditor's remuneration
2022
2021
£
£
Fees payable for the audit of the financial statements
13,600
11,500
------------
------------
8. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2022
2021
No.
No.
Number of employees
155
130
------------
------------
The aggregate payroll costs incurred during the year, relating to the above, were:
2022
2021
£
£
Wages and salaries
5,871,306
4,575,080
Social security costs
534,399
423,726
Other pension costs
338,474
226,331
------------
------------
6,744,179
5,225,137
------------
------------
9. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2022
2021
£
£
Remuneration
54,385
58,455
Company contributions to defined contribution pension plans
15,816
15,816
------------
------------
70,201
74,271
------------
------------
The number of directors who accrued benefits under company pension plans was as follows:
2022
2021
No.
No.
Defined contribution plans
2
2
------------
------------
10. Other interest receivable and similar income
2022
2021
£
£
Interest on loans and receivables
20,505
40,515
Interest on cash and cash equivalents
11,862
121
Interest on over payment of corporation tax
1,045
------------
------------
33,412
40,636
------------
------------
11. Impairment of investments
2022
2021
£
£
Impairment of investments in associates
291,939
------------
------------
12. Interest payable and similar expenses
2022
2021
£
£
Interest on banks loans and overdrafts
12,242
8,723
Interest on obligations under finance leases and hire purchase contracts
1,369
1,217
------------
------------
13,611
9,940
------------
------------
13. Tax on profit
Major components of tax expense
2022
2021
£
£
Current tax:
UK current tax expense
1,140,689
918,716
Adjustments in respect of prior periods
( 20,043)
------------
------------
Total current tax
1,120,646
918,716
------------
------------
Deferred tax:
Origination and reversal of timing differences
44,700
( 17,743)
------------
------------
Tax on profit
1,165,346
900,973
------------
------------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2021: higher than) the standard rate of corporation tax in the UK of 19 % (2021: 19 %).
2022
2021
£
£
Profit on ordinary activities before taxation
6,832,604
3,887,633
------------
------------
Profit on ordinary activities by rate of tax
1,298,195
737,036
Adjustment to tax charge in respect of prior periods
( 20,043)
( 17,839)
Effect of expenses not deductible for tax purposes
63,206
2,394
Effect of capital allowances and depreciation
( 7,124)
( 898)
Effect of revenue exempt from tax
( 156,915)
( 56,470)
Effect of different UK tax rates on some earnings
8,917
42,352
Unused tax losses
12,499
Rounding on tax charge
( 504)
( 148)
Foreign profits taxed at different rate to UK corporation tax
( 32,885)
194,546
------------
------------
Tax on profit
1,165,346
900,973
------------
------------
14. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2022
2021
£
£
Equity dividends on ordinary shares
1,454,119
1,274,215
------------
------------
15. Intangible assets
Group
Goodwill
Patents
Total
£
£
£
Cost
At 1 January 2022
14,750
32,778
47,528
Acquisitions through business combinations
8,810
8,810
------------
------------
------------
At 31 December 2022
23,560
32,778
56,338
------------
------------
------------
Amortisation
At 1 January 2022 and 31 December 2022
14,750
32,778
47,528
------------
------------
------------
Carrying amount
At 31 December 2022
8,810
8,810
------------
------------
------------
At 31 December 2021
------------
------------
------------
Company
Patents
£
Cost
At 1 January 2022 and 31 December 2022
32,778
------------
Amortisation
At 1 January 2022 and 31 December 2022
32,778
------------
Carrying amount
At 1 January 2022 and 31 December 2022
------------
At 31 December 2021
------------
16. Tangible assets
Group
Freehold Property
Plant and Machinery
Fixtures and Fittings
Motor vehicles
Computer Equipment
Total
£
£
£
£
£
£
Cost
At 1 Jan 2022
1,598,326
2,868,783
172,299
494,300
83,436
5,217,144
Additions
422,439
338,614
4,004
765,057
Disposals
( 34,373)
( 34,373)
------------
------------
------------
------------
------------
------------
At 31 Dec 2022
1,598,326
3,256,849
172,299
832,914
87,440
5,947,828
------------
------------
------------
------------
------------
------------
Depreciation
At 1 Jan 2022
247,581
1,860,670
146,928
158,653
75,964
2,489,796
Charge for the year
31,461
328,853
10,896
93,064
5,749
470,023
Disposals
( 7,912)
( 7,912)
------------
------------
------------
------------
------------
------------
At 31 Dec 2022
279,042
2,181,611
157,824
251,717
81,713
2,951,907
------------
------------
------------
------------
------------
------------
Carrying amount
At 31 Dec 2022
1,319,284
1,075,238
14,475
581,197
5,727
2,995,921
------------
------------
------------
------------
------------
------------
At 31 Dec 2021
1,350,745
1,008,113
25,371
335,647
7,472
2,727,348
------------
------------
------------
------------
------------
------------
Company
Freehold Property
Plant and Machinery
Fixtures and Fittings
Computer Equipment
Total
£
£
£
£
£
Cost
At 1 January 2022
1,598,326
1,387,304
139,728
37,430
3,162,788
Additions
102,019
102,019
------------
------------
------------
------------
------------
At 31 December 2022
1,598,326
1,489,323
139,728
37,430
3,264,807
------------
------------
------------
------------
------------
Depreciation
At 1 January 2022
247,581
1,180,401
120,814
33,267
1,582,063
Charge for the year
31,461
64,338
8,510
4,163
108,472
------------
------------
------------
------------
------------
At 31 December 2022
279,042
1,244,739
129,324
37,430
1,690,535
------------
------------
------------
------------
------------
Carrying amount
At 31 December 2022
1,319,284
244,584
10,404
1,574,272
------------
------------
------------
------------
------------
At 31 December 2021
1,350,745
206,903
18,914
4,163
1,580,725
------------
------------
------------
------------
------------
Tangible assets held at valuation
The original freehold property was revalued at 31 December 2009 by independent Chartered Surveyors on an existing use market value basis.
In respect of tangible assets held at valuation, aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
Group and company
Freehold property
£
At 31 December 2022
Aggregate cost
930,154
Aggregate depreciation
(372,120)
------------
Carrying value
558,034
------------
At 31 December 2021
Aggregate cost
465,077
Aggregate depreciation
(176,760)
------------
Carrying value
288,317
------------
Finance leases and hire purchase contracts
Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:
Group
Plant and Machinery
Motor vehicles
Total
£
£
£
At 31 December 2022
257,838
257,838
------------
------------
------------
At 31 December 2021
8,861
110,222
119,083
------------
------------
------------
The company has no tangible assets held under finance lease or hire purchase agreements.
17. Investments
Group
Interests in associates
£
Share of net assets/cost
At 1 January 2022
1,371,514
Additions
433,095
Share of profit or loss
819,818
Dividends received
( 86,670)
------------
At 31 December 2022
2,537,757
------------
Impairment
At 1 January 2022
Impairment losses
291,939
------------
At 31 December 2022
291,939
------------
Carrying amount
At 31 December 2022
2,245,818
------------
At 31 December 2021
1,371,514
------------
Company
Fixed asset investments
£
Cost
At 1 January 2022
130,930
Additions
433,095
------------
At 31 December 2022
564,025
------------
Impairment
At 1 January 2022 and 31 December 2022
------------
Carrying amount
At 31 December 2022
564,025
------------
At 31 December 2021
130,930
------------
The company owns 100% of the issued ordinary share capital of Concrete Grinding Limited and CG Flooring Systems Limited, both of which are floor rectification contractors. The company also owns 100% of the issued ordinary share capital of Face Consultants Limited a floor rectification consultancy company, and 100% of the issued share capital of Cogri Engineering Limited which provides engineering services.
The company owns 100% of the issued share capital of Cogri USA Inc, and 75% of the issued share capital of Cogri Australia Pty Limited, both non-UK registered companies operating in the floor rectification sector.
The company owns 100% of the issued share capital of Face Consultants Sp. z.o.o, Face Consultants GmbH, and 75% of the issued share capital of Face Australia Pty Limited, both non-UK registered companies operating in the floor rectification consultancy sector.
The company also owns non-controlling interests in various non-UK registered companies operating in the floor rectification sector. During the year the group acquired a 50% shareholding in Eurostick SL, a company registered in Spain.
18. Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Raw materials and consumables
1,032,827
724,121
------------
------------
------------
------------
19. Debtors
Group
Company
2022
2021
2022
2021
£
£
£
£
Trade debtors
4,124,692
3,128,401
2,898
3,405
Amounts owed by group undertakings (note 32)
1,781,948
3,043,066
Prepayments and accrued income
1,723,056
746,846
90,599
64,782
Corporation tax recoverable
83,707
47,189
258
258
Amounts owed by associated undertakings (note 32)
1,538,148
2,107,937
289,067
425,939
Other debtors
118,813
32,793
8,973
------------
------------
------------
------------
7,588,416
6,063,166
2,173,743
3,537,450
------------
------------
------------
------------
20. Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans and overdrafts
63,665
62,524
63,665
62,524
Trade creditors
1,326,857
532,180
15,125
1,403
Amounts owed to associated undertakings (note 32)
36,482
76,515
Accruals and deferred income
1,016,545
550,416
13,026
15,301
Corporation tax
235,150
187,591
39,343
24,058
Social security and other taxes
495,803
454,981
4,634
Obligations under finance leases and hire purchase contracts
56,161
31,825
Director loan accounts
21
121
Other creditors
57,333
105,172
15,033
15,033
------------
------------
------------
------------
3,288,017
2,001,325
146,192
122,953
------------
------------
------------
------------
21. Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans and overdrafts
251,268
313,519
251,268
313,519
Obligations under finance leases and hire purchase contracts
181,180
5,553
------------
------------
------------
------------
432,448
319,072
251,268
313,519
------------
------------
------------
------------
Part of the bank loans are repayable more than five years after the balance sheet date.
22. Finance leases and hire purchase contracts
The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Not later than 1 year
56,161
31,825
Later than 1 year and not later than 5 years
181,180
5,553
------------
------------
------------
------------
237,341
37,378
------------
------------
------------
------------
23. Provisions
Group
Deferred tax (note 25)
£
At 1 January 2022
122,977
Additions
99,323
------------
At 31 December 2022
222,300
------------
Company
Deferred tax (note 25)
£
At 1 January 2022
110,000
Additions
10,000
------------
At 31 December 2022
120,000
------------
24. Secured liabilities
Group
2022
2021
£
£
Aggregate amount of secured liabilities
552,274
413,421
------------
------------
Company
2022
2021
£
£
Aggregate amount of secured liabilities
314,933
376,043
------------
------------
25. Deferred tax
The deferred tax included in the balance sheet is as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Included in provisions (note 23)
222,300
122,977
120,000
110,000
------------
------------
------------
------------
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2022
2021
2022
2021
£
£
£
£
Accelerated capital allowances
224,800
125,727
120,000
110,000
Other revaluations
( 1,100)
( 1,150)
Other timing differences
( 1,400)
( 1,600)
------------
------------
------------
------------
222,300
122,977
120,000
110,000
------------
------------
------------
------------
26. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution pension plans was £ 327,403 (2021: £ 206,588 ).
27. Government grants
The amounts recognised in the financial statements for government grants are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Recognised in other operating income:
Government grants recognised directly in income
5,616
------------
------------
------------
------------
28. Called up share capital
Issued, called up and fully paid
2022
2021
No.
£
No.
£
Ordinary shares of £ 1 each
100
100
100
100
------------
------------
------------
------------
29. Reserves
Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Profit and loss account - This reserve records retained earnings and accumulated losses.
30. Analysis of changes in net debt
At 1 Jan 2022
Cash flows
At 31 Dec 2022
£
£
£
Cash at bank and in hand
5,848,770
2,586,430
8,435,200
Debt due within one year
(170,985)
14,656
(156,329)
Debt due after one year
(319,072)
(113,376)
(432,448)
------------
------------
------------
5,358,713
2,487,710
7,846,423
------------
------------
------------
31. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Not later than 1 year
45,931
106,589
Later than 1 year and not later than 5 years
473,528
277,357
------------
------------
------------
------------
519,459
383,946
------------
------------
------------
------------
COGRI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (continued)
YEAR ENDED 31 DECEMBER 2022
32. Related party transactions
Group
Included in debtors are balances with associated and connected undertakings as follows: Face Consultants (Korea) Limited: £3,544 (2021: £2,018 ) (40% issued share capital held by K J Dare) Cogri Asia Limited: £34,287 (2021: £403,937) (50% issued share capital held by Cogri Group Limited) Cogri Asia Pacific PTE Limited: £Nil (2021: £203,426) (100% issued share capital held by Cogri Asia Limited) Cogri Japan £8,052 (2021: £4,352) (100% issued share capital held by Cogri Asia Limited) Cogri Korea Co Limited: £360 (2021: £1,474) (80% issued share capital held by Cogri Asia Limited) Face Floor Consultants China Co Limited: £1,573(2021: £9,130) (100% issued share capital held by Cogri China Co Limited) Face Middle East Fzc: £32,086 (2021: £59,027) (49% share capital held by K J Dare) Cogri Middle East LLC £1,328,909(2021: £1,292,061) (49% issued share capital held by K J Dare) DC 21 Limited: £42,279 (2021: £66,828) (20% issued share capital held by K J Dare) DC 21 (Operations) Limited: £1,232 (2021: £46,863) (20% issued share capital held by K J Dare) DC 21 Venus SPV Limited: £nil (2021: £132) (50% issued share capital held by K J Dare) DC 21 Engineering Limited: £35,000 (2021: £nil) (40% issued share capital held by K J Dare) Face Consultants Singapore £nil (2021: £10,349) (50% issued share capital held by K J Dare) Cogri KSA £1,433 (2021: £600) (75% issued share capital held by Cogri Middle East LLC) Included in creditors are balances with associated and connected undertakings as follows: Eurostick SL: £5,214 (2021: £nil) (50% issued share capital held by Cogri Group Limited) Cogri Malaysia Sdn BHd: £26 (2021: £nil) (100% issued share capital held by Cogri Asia Limited) These have arisen in the normal course of trading.
Company
Included in debtors are balances with group, associated and connected undertakings as follows: Concrete Grinding Limited: £587,107 (2021: £1,170,949) (100% Subsidiary of Cogri Group Limited) Face Consultants Limited: £622,275 (2021: £606,601) (100% Subsidiary of Cogri Group Limited) CG Flooring Systems Limited: £311,049 (2021: £149,164) (100% Subsidiary of Cogri Group Limited) Cogri USA Inc: £9,034 (2021: £24,568) (100% issued share capital held by Cogri Group Limited) Cogri Engineering Limited: £201,545 (2021: £240,846) (100% issued share capital held by Cogri Group Limited) Face Consultants Sp Z.o.o: £50,938 (2021: £50,938) (100% issued share capital held by Cogri Group Limited) Cogri Asia Limited: £nil (2021: £59) (50% issued share capital held by Cogri Group Limited) Cogri Asia Pacific PTE Limited: £nil (2021: £135,104) (100% issued share capital held by Cogri Asia Limited) Face Middle East Fzc: £14,000 (2021: £14,000) (49% share capital held by K J Dare) Cogri Middle East LLC £218,341 (2021: £206,483) (49% issued share capital held by K J Dare) DC 21 Limited: £11,658 (2021: £35,223) (20% issued share capital held by K J Dare) DC 21 (Operations) Limited: £68 (2021: £35,070) (20% issued share capital held by K J Dare) DC 21 Engineering Limited: £35,000 (2021: £nil) (40% issued share capital held by K J Dare) These have arisen in the normal course of trading. Rents were charged to the following group companies, Concrete Grinding Limited £30,685 (2021: £29,291), CG Flooring Systems Limited £48,136 (2021: £45,948), Face Consultants Limited £49,333 (2021: £47,092) and Cogri Engineering Limited £15,511 (2021: £14,807). The company is controlled by K J Dare.