Company Registration No. 07672689 (England and Wales)
ZONES (EMEA) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
ZONES (EMEA) LIMITED
COMPANY INFORMATION
Directors
F Lalji
Mr R Day
(Appointed 4 April 2022)
Secretary
Trevor Boyd
Company number
07672689
Registered office
St Clements House, 27
Clement's Lane
London, EC4N 7AE
Auditor
Jeffreys Henry LLP
1a New Street
London
EC2M 4TP
ZONES (EMEA) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 29
ZONES (EMEA) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Section 172 Statement

The Directors are well aware of their duty under Section 172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

 

 

The Board recognises that the long-term success of Zones (EMEA) Limited requires positive interaction with its stakeholders, including customers, suppliers, government and regulatory authorities. The directors seek to actively identify and positively engage with key stakeholders in an open and constructive manner. The board believes that this strategy enables our stakeholders to better understand and address relevant stakeholder views which will assist the Board in its decision making and to discharge its duties under Section 172 of the Companies Act 2006.

Fair review of the business

This past year has seen a significant increase in revenue and margins as our business continued to recover from the economic impact of COVID-19 and successfully circumnavigating the issues post Brexit.

 

The business has strategically worked upon expanding our locations across Europe and opened a fully operative sister entity in the Netherlands (ZBS BV), to accompany our other entities in Ireland, Turkey and Israel and further support our customers, suppliers and partners. This includes leased premises including office, warehouse and configuration space and have expanded our team of logistics and configuration engineers.

 

A lot of our customers had continued increased spend from 2021, predominantly relating to countries reopening following lockdowns, however we have incurred increased costs in warehousing, freight and administration due to our preparation for the future.

 

Our credit lines remain fully intact, and we retain a robust working capital facility with our Bankers, and this enabled us to continue effective working relationships with our supply chain. This working capital facility will remain to accommodate the forecasted recession periods over 2023 and onwards,

 

The growth in global business over the past few years has caused the Group to tighten controls to protect against changes in currency values, especially the Euro. We work with currency brokers and our bankers to ensure that we do not suffer losses in our currency exposure, whilst remaining competitive when quoting clients.

 

We are confident that we are well-placed to manage all the challenges we will face with the current economic climate in 2023 and onwards.

ZONES (EMEA) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Principal risks and uncertainties

The management of the business and the execution of the Group's strategy are subject to a number of risks.

 

The key risks and uncertainties affecting the Group are as follows:

 

 

A decline in sales could adversely affect our business, financial condition, cash flows or results of operation.

Key performance indicators

The main KPIs in the year are as follows:

On behalf of the board

Mr R Day
Director
27 October 2023
ZONES (EMEA) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the group continued to be that of sale of computer consumables, hardware, software and data centre, security mobility and cloud services.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

F Lalji
R McFadden
(Resigned 4 April 2022)
Mr R Day
(Appointed 4 April 2022)
Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Financial instruments
Liquidity risk

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the businesses.

Financial instruments

The company operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.

 

The company’s principal financial instruments include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the company’s activities. In addition, the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. Derivative transactions which the company enters into principally comprise forward exchange contracts. In accordance with company’s treasury policy, derivative instruments are not entered into for speculative purposes.

Auditor

In accordance with the company's articles, a resolution proposing that Jeffreys Henry LLP be reappointed as auditor of the group will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr R Day
Director
27 October 2023
ZONES (EMEA) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -

The directors are responsible 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ZONES (EMEA) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ZONES (EMEA) LIMITED
- 5 -
Opinion

We have audited the financial statements of Zones (EMEA) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

The Group meets its day to day working capital requirement through use of cash reserves and bank facilities. The Directors have considered the applicable of the going concern basis in the preparation of the financial statements. This included review of forecasts which show that the Group should be able to sustain its operation within the level of its current debt facility arrangements.

There were no amendments in the current bank facilities. The group continues to benefit from the support of Zones Inc who have provided a US$1m guarantee on the debt facility. The Directors have reasonable expectation that the Group has adequate resources to continue operation for the foreseeable future for the reason they have adopted the going concern basis in the preparation of financial statements.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

ZONES (EMEA) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZONES (EMEA) LIMITED
- 6 -
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 their 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:

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 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 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.

The extent to which the audit was considered capable of detecting irregularities including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

ZONES (EMEA) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZONES (EMEA) LIMITED
- 7 -

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at:

 

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Sudhir Rawal FCA (Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP
27 October 2023
Chartered Accountants
Statutory Auditor
1a New Street
London
EC2M 4TP
ZONES (EMEA) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
2022
2021
Notes
£
£
Turnover
2
91,308,582
79,334,505
Cost of sales
(81,256,999)
(72,079,283)
Gross profit
10,051,583
7,255,222
Administrative expenses
(7,179,511)
(7,287,968)
Other operating (expenses)/income
(1,614,384)
5,237
Operating profit/(loss)
3
1,257,688
(27,509)
Interest receivable and similar income
6
3,598
-
0
Interest payable and similar expenses
7
(349,108)
(134,472)
Profit/(loss) before taxation
912,178
(161,981)
Tax on profit/(loss)
8
(230,856)
(40,974)
Profit/(loss) for the financial year
681,322
(202,955)
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
-
0
(40,312)
Total comprehensive income for the year
681,322
(243,267)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ZONES (EMEA) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
9
306,176
612,061
Tangible assets
10
384,409
150,804
690,585
762,865
Current assets
Stocks
13
3,864,713
3,890,190
Debtors
14
16,921,609
20,370,636
Cash at bank and in hand
906,725
722,220
21,693,047
24,983,046
Creditors: amounts falling due within one year
15
(17,009,370)
(21,052,971)
Net current assets
4,683,677
3,930,075
Total assets less current liabilities
5,374,262
4,692,940
Provisions for liabilities
Deferred tax liability
17
14,909
14,909
(14,909)
(14,909)
Net assets
5,359,353
4,678,031
Capital and reserves
Called up share capital
19
2,419,964
2,419,964
Other reserves
159,972
159,972
Profit and loss reserves
2,779,417
2,098,095
Total equity
5,359,353
4,678,031
The financial statements were approved by the board of directors and authorised for issue on 27 October 2023 and are signed on its behalf by:
27 October 2023
Mr R Day
Director
Company registration number 07672689 (England and Wales)
ZONES (EMEA) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 10 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
11
4,112,097
4,110,823
Current assets
Debtors
14
228,850
228,850
Cash at bank and in hand
108,961
108,961
337,811
337,811
Creditors: amounts falling due within one year
15
(420,432)
(419,158)
Net current liabilities
(82,621)
(81,347)
Total assets less current liabilities
4,029,476
4,029,476
Capital and reserves
Called up share capital
19
2,419,964
2,419,964
Other reserves
159,972
159,972
Profit and loss reserves
1,449,540
1,449,540
Total equity
4,029,476
4,029,476

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2021 - £8,606 loss).

The financial statements were approved by the board of directors and authorised for issue on 27 October 2023 and are signed on its behalf by:
27 October 2023
Mr R Day
Director
Company Registration No. 02672689
ZONES (EMEA) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
Share capital
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
2,419,964
151,396
2,341,362
4,912,722
Year ended 31 December 2021:
Loss for the year
-
-
(202,955)
(202,955)
Other comprehensive income:
Currency translation differences
-
-
(40,312)
(40,312)
Total comprehensive income
-
-
(243,267)
(243,267)
Transfers
-
8,576
-
8,576
Balance at 31 December 2021
2,419,964
159,972
2,098,095
4,678,031
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
681,322
681,322
Balance at 31 December 2022
2,419,964
159,972
2,779,417
5,359,353
ZONES (EMEA) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
2,419,964
151,396
1,458,146
4,029,506
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
(8,606)
(8,606)
Transfers
-
8,576
-
8,576
Balance at 31 December 2021
2,419,964
159,972
1,449,540
4,029,476
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
-
Balance at 31 December 2022
2,419,964
159,972
1,449,540
4,029,476
ZONES (EMEA) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
2,210,853
(3,890,932)
Interest paid
(349,108)
(134,472)
Income taxes paid
(38,679)
(115,322)
Net cash inflow/(outflow) from operating activities
1,823,066
(4,140,726)
Investing activities
Purchase of tangible fixed assets
(360,649)
(83,905)
Interest received
3,598
-
0
Net cash used in investing activities
(357,051)
(83,905)
Financing activities
Repayment of bank loans
1,934,647
-
Net cash generated from/(used in) financing activities
1,934,647
-
Net increase/(decrease) in cash and cash equivalents
3,400,662
(4,224,631)
Cash and cash equivalents at beginning of year
(3,992,129)
272,814
Effect of foreign exchange rates
-
0
(40,312)
Cash and cash equivalents at end of year
(591,467)
(3,992,129)
Relating to:
Cash at bank and in hand
906,725
722,220
Bank overdrafts included in creditors payable within one year
(1,498,192)
(4,714,349)
ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
1
Accounting policies
Company information

Zones (EMEA) Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 27/28 Eastcastle Street, London, W1W 8DH.

 

The group consists of Zones (EMEA) Limited and its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated financial statements incorporate those of Zones (EMEA) Limited and all its subsidiary (ie an entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

1.4
Going concern

The Group meets its day to day working capital requirement through use of cash reserves and bank facilities. The Directors have considered the applicable of the going concern basis in the preparation of the financial statements. This included review of forecasts which show that the Group should be able to sustain its operation within the level of its current debt facility arrangements. The current bank facilities are due for renewal in December 2023 and the directors are in the process of negotiating new facilities. The group continues to benefit from the support of Zones Inc who have provided a US$1m guarantee on the debt facility. The Directors have reasonable expectation that the Group has adequate resources to continue operation for the foreseeable future for the reason they have adopted the going concern basis in the preparation of financial statements.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Revenue relating to the sales of goods whereby the buyer does not take immediate delivery of the goods is recognised when the buyer takes title of the goods providing; the delivery is probable, the goods are on hand and ready for delivery, the buyer acknowledges deferral of delivery and usual payment terms apply.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised only to the extent of the expenses recognised that are recoverable.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings & equipment
20% - 30% p.a. on cost
Computer equipment
33% p.a. on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -
1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.20

Bill and hold

Under a bill-and-hold arrangement, the seller may have a performance obligation to act as the custodian for the goods being held at its facility. If so, the seller may need to allocate a portion of the transaction price to the custodial function, and recognize this revenue over the course of the custodial period.

2
Turnover and other revenue

An analysis of the group's turnover is as follows:

2022
2021
£
£
Turnover analysed by class of business
Goods
86,335,432
75,155,196
Services
4,973,150
4,179,309
91,308,582
79,334,505
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
68,259,928
28,213,638
European Union
20,107,397
43,839,999
Other
2,941,257
7,280,868
91,308,582
79,334,505
2022
2021
£
£
Other revenue
Interest income
3,598
-
ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
3
Operating profit/(loss)
2022
2021
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange gains
(380,112)
(120,972)
Depreciation of owned tangible fixed assets
127,044
113,484
Amortisation of intangible assets
305,885
305,885
Cost of stocks recognised as an expense
81,555,552
72,167,773
Share-based payments
-
8,576
Operating lease charges
261,011
155,592
4
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
48,000
27,000
For other services
Taxation compliance services
2,000
1,650
All other non-audit services
6,890
13,041
8,890
14,691
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Directors
4
4
-
-
Administration and operations
42
41
-
-
Sales
21
14
-
-
Warehouse
9
10
-
-
Total
76
69
-
0
-
0
ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
5
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
5,868,844
4,722,747
-
0
8,576
Social security costs
320,749
344,728
-
-
Pension costs
182,677
136,872
-
0
-
0
6,372,270
5,204,347
-
0
8,576

Parent company directors' remuneration for the year was £nil.

6
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
3,598
-
0
2022
2021
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
3,598
-
7
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
349,108
134,472
8
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
230,856
41,580
Deferred tax
Origination and reversal of timing differences
-
0
(606)
Total tax charge
230,856
40,974
ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
8
Taxation
(Continued)
- 23 -

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Profit/(loss) before taxation
912,178
(161,981)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
173,314
(30,776)
Tax effect of expenses that are not deductible in determining taxable profit
118,459
-
0
Effect of change in corporation tax rate
(27,173)
-
Group relief
-
0
(6)
Permanent capital allowances in excess of depreciation
(89,328)
(2,728)
Effect of overseas tax rates
55,879
75,090
Other
(295)
(606)
Taxation charge
230,856
40,974

 

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2022 and 31 December 2022
3,058,855
Amortisation and impairment
At 1 January 2022
2,446,794
Amortisation charged for the year
305,885
At 31 December 2022
2,752,679
Carrying amount
At 31 December 2022
306,176
At 31 December 2021
612,061
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
10
Tangible fixed assets
Group
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 January 2022
108,023
560,377
668,400
Additions
62,872
297,777
360,649
At 31 December 2022
170,895
858,154
1,029,049
Depreciation and impairment
At 1 January 2022
76,417
441,179
517,596
Depreciation charged in the year
13,555
113,489
127,044
At 31 December 2022
89,972
554,668
644,640
Carrying amount
At 31 December 2022
80,923
303,486
384,409
At 31 December 2021
31,606
119,198
150,804
The company had no tangible fixed assets at 31 December 2022 or 31 December 2021.
ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 25 -
11
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
4,112,097
4,110,823

In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in the balance sheet.

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022
4,110,823
Additions
1,274
At 31 December 2022
4,112,097
Carrying amount
At 31 December 2022
4,112,097
At 31 December 2021
4,110,823
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Zones (UK) Limited
27-28 Eastcastle Street, London, W1W 8DH
Ordinary
100.00
Zones Technology Israel Limited
32 Hamasger Street, Tel-Aviv, 6721118, Israel
Ordinary
100.00
Zones Turkey Information Technologies Solutions Ltd Sti
Merkezi No 23, K:7, Sisli, Istanbul
Ordinary
100.00
ZBS EU Limited
Century House, Harolds Cross Road, Dublin 6W
Ordinary
100.00
ZBS EU B.V
Winthontlaan 28, Unit 30E, Utrecht, 3526 KV, Netherlands
Ordinary
100.00
13
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Finished goods and goods for resale
3,864,713
3,890,190
-
0
-
0
ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 26 -
14
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
14,465,809
16,826,532
-
0
-
0
Other debtors
2,180,962
3,235,570
228,850
228,850
Prepayments and accrued income
274,838
308,534
-
0
-
0
16,921,609
20,370,636
228,850
228,850
15
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
16
3,432,839
4,714,349
-
0
-
0
Trade creditors
4,846,148
10,786,202
-
0
-
0
Corporation tax payable
233,757
41,580
-
0
-
0
Other taxation and social security
376,193
173,328
-
-
Other creditors
2,320,190
2,728,292
417,932
416,658
Accruals and deferred income
5,800,243
2,609,220
2,500
2,500
17,009,370
21,052,971
420,432
419,158
16
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
1,934,647
-
0
-
0
-
0
Bank overdrafts
1,498,192
4,714,349
-
0
-
0
3,432,839
4,714,349
-
-
Payable within one year
3,432,839
4,714,349
-
0
-
0

The bank facility is secured by a fixed and floating charge over the group's assets and a guarantee of $1million from Zones Inc.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 27 -
17
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2022
2021
Group
£
£
ACAs
14,909
14,909
The company has no deferred tax assets or liabilities.
There were no deferred tax movements in the year.

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

18
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
182,677
136,872

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2022
2021
Ordinary share capital
£
£
Issued and fully paid
2,419,964 Ordinary of £1 each
2,419,964
2,419,964

The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 28 -
20
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
258,050
427,431
-
-
Between two and five years
209,850
94,850
-
-
467,900
522,281
-
-
21
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Purchases
2022
2021
2022
2021
£
£
£
£
Group
Entities with control, joint control or significant influence over the group
5,959,962
464,312
7,898,594
14,106

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2022
2021
£
£
Group
Entities with control, joint control or significant influence over the group
633,228
82,695
Other information

A $1million guarantee has been provided by parent company Zones Inc for the invoice discounting facility with Close Brothers.

22
Events after the reporting date

There are no significant post balance sheet events.

23
Directors' transactions

Amounts due to F Lalji are included within short term creditors of £100,271 (2020: £100,271).

The loan balances are unsecured, interest free and considered repayable on demand.

ZONES (EMEA) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 29 -
24
Controlling party

The company is controlled by F Lalji.

25
Cash generated from/(absorbed by) group operations
2022
2021
£
£
Profit/(loss) for the year after tax
681,322
(202,955)
Adjustments for:
Taxation charged
230,856
40,974
Finance costs
349,108
134,472
Investment income
(3,598)
-
0
Amortisation and impairment of intangible assets
305,885
305,885
Depreciation and impairment of tangible fixed assets
127,044
102,973
Equity settled share based payment expense
-
8,576
Movements in working capital:
Decrease/(increase) in stocks
25,477
(2,067,380)
Decrease/(increase) in debtors
3,452,008
(9,233,108)
(Decrease)/increase in creditors
(2,954,268)
7,019,631
Cash generated from/(absorbed by) operations
2,213,834
(3,890,932)
26
Cash generated from/(absorbed by) operations - company
2022
2021
£
£
Profit/(loss) for the year after tax
-
(8,606)
Adjustments for:
Equity settled share based payment expense
-
8,576
Movements in working capital:
Increase in creditors
1,274
-
Cash generated from/(absorbed by) operations
1,274
(30)
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