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Company registration number: 11146249







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2022


SAMPS GROUP LIMITED






































img51cd.png                        

 


SAMPS GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
S Moate 
A Wilson 
M McLoughlin 
P Mckenzie (appointed 26 September 2022)
S Savkovic (appointed 26 September 2022)




Registered number
11146249



Registered office
14 Fleming Close
Park Farm Industrial Estate

Wellingborough

United Kingdom

NN8 6UF




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


SAMPS GROUP LIMITED
 



CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16 - 31


 


SAMPS GROUP LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their Strategic Report, Directors’ Report and the audited consolidated financial statements for the period ended 31 December 2022.

Principal activity and review of business
 
The principal activity of the Group is the manufacture, sale and distribution of accessories to be used in the office furniture market.
The Group’s turnover for the year was £4.5m. This is an increase over the previous year of 29%.
The Group’s supply chain is a combination of sourcing products from the Far East and from a wholly owned manufacturing subsidiary based in Serbia.
The results for the year are set out in the consolidated statement of total comprehensive income and consolidated statement of financial position, on pages 10 and 11.

Key performance indicators (KPI's)
 
The Directors utilise various Key Performance Indicators in order to measure the performance of the business. These include order intake, sales, gross margin, operating profit, inventory turnover, cash and debtor days.
       
Year ended        Year ended
      31 December 2022     31 December 202
1
Turnover     4,486,247   3,476,842
Gross profit %     53%   58%
EBITDA     488,499   465,521
Net current (liabilities)/assets  (17,586)   (143,227)
Cash at Bank     208,788   211,466
Shareholders’ funds    (1,562,270)   (2,235,146)
The KPI’s used include:
Sales order intake and invoicing – Daily monitoring of orders received, despatches and invoicing
Gross Profit – The difference between the sales value and direct manufacturing and purchasing costs
EBITDA – Earnings before interest, taxation, depreciation and amortisation
Net current assets, principally
•  Debtor days – being the length of time Customers take to pay for goods received
•  Creditor days – being the length of time the Group take to pay Suppliers
•  Stock levels – being the number of days stock held and therefore the rate of turnover of that stock
Cash at Bank – Daily monitoring of the Cash balances held
Shareholders’ funds – being the total equity value due to the Shareholders

Future developments

The company is continuing to take action to improve and consolidate its future profitability by expanding its portfolio and entering new markets, especially outside of the UK.
The directors remain confident that business is returning to ‘normal’ after the significant impact of a number of external factors occurring during 2020 and 2021.  (These include the ongoing impact of Covid 19 and the ongoing geopolitical issues, exchange rate fluctuations, oil and gas price increases and the general cost of living increases).
Additionally, the directors continue to carefully plan, execute and monitor the development of the business with the ongoing uncertainties within the UK economy and have taken all necessary and reasonable steps to safeguard supply chains and business opportunities.

Page 1

 


SAMPS GROUP LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Principal risks and uncertainties

The Group has continued to efficiently manage its resources and maintain strong relationships with its customers and suppliers. Steps have continued to be taken during the year to safeguard stock availability and to forge stronger relationships with key strategic customers and suppliers.  Steps have been taken to audit our supply chain as appropriate.  
The directors are confident that the future growth prospects of the Group, due to market share and new products, will result in increased turnover and profits providing the ability to continue to grow.
The directors have considered the risks facing the company and continually address these to minimise any future impact.
The main risks and uncertainties of the Group are somewhat similar to the prior year in respect of the future potential impact following possible working practice changes as a result of the Covid 19 pandemic, the ongoing geopolitical issues, exchange rate uncertainty, oil and gas price increases and the general cost of living increases.
During 2022 sales of the business have steadily to recovered. Whilst the working practices within offices and the shape of those offices continue to evolve, the Group has continued to work closely with its Customers to ensure it is best placed to serve and develop with those changes.
Sales continue to improve and the current order book shows continuing improvement and detailed forecasts indicate that this will continue over the coming 12 months.
The cash position is set out in the balance sheet as at 31 December 2022, and since that date both cash and reserves have remained strong.
The Group is in constant contact with all Stakeholders, including Debt providers and Equity investors. The Directors are confident that based on the business liquidity position, the current order book and the associated business forecasts, that the company is a Going Concern position.
The Group is well aware of the impact on its markets of the ongoing geopolitical issues, oil and gas price increases and the general cost of living increases. This has resulted, when unavoidable and in keeping with the prior year, in the need to increase prices to Customers appropriately.
The Group is aware of the risks of raw material cost increases, most notably the movements in polymer, and metal prices, power and shipping costs. Market prices are regularly monitored to ensure that the best prices are obtained, and any risks are subsequently mitigated.
Movements in Exchange rates, specifically US dollar and the Euro, continue to impact the business. These risks are mitigated by the constant monitoring of supply options, and when necessary, the increasing of prices to Customers.
The Group continues to take adequate measures to mitigate potential warehousing and inventory losses in relation to storage of the products.
The credit risk arising from Customers is managed using robust procedures which include the regular monitoring of credit limits, the monitoring of payment history and by using credit reference agencies.
The directors continue to consider all of the above risks facing the Group and continually monitor these and any others as they arise, and take necessary action in order to minimise any future impact.

Page 2

 


SAMPS GROUP LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Employees
 
The Group’s policy is to consult and discuss with employees through staff meetings on matters likely to affect employees’ interests.  Information on matters of concern to employees is given through briefings and this typically includes matters affecting the performance of the business.
The Group is committed to a policy of treating all its employees and job applicants equally.  None shall receive less favourable treatment or consideration on the grounds of race, colour, religion, nationality, ethnic origin, sex, disability, sexual orientation or marital status or shall be disadvantaged by any conditions of employment that cannot be justified as necessary on operational grounds.
The Group is in full compliance of statutory legislation with regard to all of the above. 


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



................................................
A Wilson
Director

Date: 14 November 2023

Page 3

 


SAMPS GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

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

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

S Moate 
A Wilson 
M McLoughlin 
P Mckenzie (appointed 26 September 2022)
S Savkovic (appointed 26 September 2022)

Matters covered in the Group strategic report

In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, the Strategic Report preceding the Directors' Report includes information that would have formerly been included in the business review and the principal risks and uncertainties of the Directors' Report. 

Page 4

 


SAMPS GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 •           so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor
              is unaware, and
 •           the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant
             audit information and to establish that the Company and the Group's auditor is aware of that information.
This report was approved by the board and signed on its behalf.
 





................................................
A Wilson
Director

Date: 14 November 2023

Page 5

 


SAMPS GROUP LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAMPS GROUP LIMITED

Opinion


We have audited the financial statements of SAMPS Group 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 and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our 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.


Page 6

 


SAMPS GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAMPS GROUP LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


SAMPS GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAMPS GROUP LIMITED (CONTINUED)

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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant.
• The Companies Act 2006
• Financial Reporting Standard 102;
• UK employment legislation;
• UK tax legislation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues
in this area.
We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
- Identifying and assessing the measures management has in place to prevent and detect fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgments made by management in its significant accounting estimates; and
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
- The application of inappropriate judgements or estimation to manipulate the financial position in the calculation of the year end provisions.
- Posting of unusual journals and complex transactions.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Page 8

 


SAMPS GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAMPS GROUP LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.





Andrew Wooding FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT


14 November 2023
Page 9

 


SAMPS GROUP LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
4,486,247
3,476,842

Cost of sales
  
(2,097,430)
(1,475,419)

Gross profit
  
2,388,817
2,001,423

Administrative expenses
  
(2,537,824)
(2,070,460)

Other income
 5 
112,500
6,354

Operating loss
 6 
(36,507)
(62,683)

Interest receivable and similar income
  
40
39,707

Interest payable and similar expenses
 10 
(370,446)
(407,358)

Loss before taxation
  
(406,913)
(430,334)

Tax on loss
 11 
22,749
(60,739)

Loss for the financial year
  
(384,164)
(491,073)

  

Currency translation differences
  
62,834
(53,311)

Other comprehensive income for the year
  
62,834
(53,311)

Total comprehensive income for the year
  
(321,330)
(544,384)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(384,164)
(491,073)

  
(384,164)
(491,073)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(321,330)
(544,384)

  
(321,330)
(544,384)

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 


SAMPS GROUP LIMITED
REGISTERED NUMBER:11146249



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 12 
1,561,661
2,030,160

Tangible assets
 13 
182,262
175,646

  
1,743,923
2,205,806

Current assets
  

Stocks
  
991,427
640,297

Debtors: amounts falling due within one year
 15 
766,751
858,634

Cash at bank and in hand
 16 
208,788
211,466

  
1,966,966
1,710,397

Creditors: amounts falling due within one year
 17 
(1,984,552)
(1,853,624)

Net current liabilities
  
 
 
(17,586)
 
 
(143,227)

Total assets less current liabilities
  
1,726,337
2,062,579

Creditors: amounts falling due after more than one year
 18 
(3,288,607)
(4,297,725)

Net liabilities
  
(1,562,270)
(2,235,146)


Capital and reserves
  

Called up share capital 
 20 
10,773
10,773

Profit and loss account
 21 
(1,573,043)
(2,245,919)

Equity attributable to owners of the parent Company
  
(1,562,270)
(2,235,146)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
P Mckenzie
Director

Date: 14 November 2023

The notes on pages 16 to 31 form part of these financial statements.

Page 11

 


SAMPS GROUP LIMITED
REGISTERED NUMBER:11146249



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 14 
5,472,287
5,519,699

  
5,472,287
5,519,699

Current assets
  

Debtors: amounts falling due within one year
 15 
2,043,039
1,926,803

Cash at bank and in hand
 16 
50
5,971

  
2,043,089
1,932,774

Creditors: amounts falling due within one year
 17 
(3,261,541)
(3,164,625)

Net current liabilities
  
 
 
(1,218,452)
 
 
(1,231,851)

Total assets less current liabilities
  
4,253,835
4,287,848

  

Creditors: amounts falling due after more than one year
 18 
(3,288,607)
(4,297,725)

  

Net assets/(liabilities)
  
965,228
(9,877)


Capital and reserves
  

Called up share capital 
 20 
10,773
10,773

Profit and loss account brought forward
  
(20,650)
(10,103)

Loss for the year
  
(19,101)
(10,547)

Other changes in the profit and loss account

  

994,206
-

Profit and loss account carried forward
  
954,455
(20,650)

  
965,228
(9,877)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
P Mckenzie
Director

Date: 14 November 2023

The notes on pages 16 to 31 form part of these financial statements.

Page 12

 


SAMPS GROUP LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2021
10,773
(1,701,535)
(1,690,762)


Comprehensive income for the year

Loss for the year
-
(491,073)
(491,073)

Currency translation differences
-
(53,311)
(53,311)



At 1 January 2022
10,773
(2,245,919)
(2,235,146)


Comprehensive income for the year

Loss for the year
-
(384,164)
(384,164)

Currency translation differences
-
62,834
62,834
Total comprehensive income for the year
-
(321,330)
(321,330)


Contributions by and distributions to owners

Capital contribution
-
994,206
994,206


At 31 December 2022
10,773
(1,573,043)
(1,562,270)


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 


SAMPS GROUP LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2021
10,773
(10,103)
670


Comprehensive income for the year

Loss for the year
-
(10,547)
(10,547)



At 1 January 2022
10,773
(20,650)
(9,877)


Comprehensive income for the year

Loss for the year
-
(19,101)
(19,101)
Total comprehensive income for the year
-
(19,101)
(19,101)


Contributions by and distributions to owners

Capital contribution
-
994,206
994,206


At 31 December 2022
10,773
954,455
965,228


The notes on pages 16 to 31 form part of these financial statements.

Page 14

 


SAMPS GROUP LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Loss for the financial year
(384,164)
(491,073)

Adjustments for:

Amortisation of intangible assets
468,499
468,499

Depreciation of tangible assets
56,507
59,705

Loss on disposal of tangible assets
5,853
-

Interest payable
370,446
407,358

Taxation charge
(22,749)
60,739

(Increase)/decrease in stocks
(351,130)
56,070

Decrease/(increase) in debtors
131,477
(337,229)

Increase/(decrease) in creditors
56,438
(119,091)

Corporation tax (paid)
(52,132)
(69,883)

Foreign exchange
47,486
(55,241)

Net cash generated from operating activities

326,531
(20,146)


Cash flows from investing activities

Purchase of tangible fixed assets
(53,628)
(45,846)

Net cash from investing activities

(53,628)
(45,846)

Cash flows from financing activities

Repayment of loans
(254,628)
(496,873)

Interest paid
(20,953)
(25,262)

Net cash used in financing activities
(275,581)
(522,135)

Net (decrease) in cash and cash equivalents
(2,678)
(588,127)

Cash and cash equivalents at beginning of year
211,466
799,593

Cash and cash equivalents at the end of year
208,788
211,466


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
208,788
211,466

208,788
211,466


The notes on pages 16 to 31 form part of these financial statements.

Page 15

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

SAMPS Group Limited is a private company limited by shares and registered in England and Wales. The address of its registered office is disclosed on the Company information page. The principal activity of the Company and Group the nature of the Company's and Group's operations are set out in the Strategic Report. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

Following the difficult years of the COVID outbreak, plans put in place at that time are now delivering in terms of sales, and profitability, UK business is recovering well, existing markets outside of the UK are growing and there has been successful expansion into new overseas markets.
The Directors have been in discussions with the Investors and Loan providers to the business in order to
secure ongoing, and where required, additional support. 
The Group has secured new and additional facilities that could be drawn down to assist the Group’s cash flow as and when required. The Group has also negotiated for the suspension of its payment of interest and preference share interest with its Investor post 30 September 2022.
On the basis of the continued support from their principal funders being provided the Directors have adopted
the going concern basis of accounting in preparing the financial statements.  The financial statements do not
include any adjustments that would result if the Company was unable to continue as a going concern.

Page 16

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

The Company's functional and presentational currency is GBP.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

  
2.5

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 in respect of the
company:

 (a) No cash flow statement has been presented.
 (b) Disclosures in respect of financial instruments have not been presented.
 (c) No disclosure has been given for the aggregate remuneration of key management personnel.

  
2.6

Turnover

The turnover shown in the Consolidated statement of comprehensive income represents amounts receivable for goods sold during the year in the normal course of the business, net of trade discounts, VAT and other sales and related taxes. 

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

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

 
2.8

Government grants

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the
same period as the related expenditure.

Page 17

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
•  The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered  
    against the reversal of deferred tax liabilities or other future taxable profits;
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances                      have been met; and
• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint
ventures and the Group can control.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

  
2.11

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Amortisation is provided on the following bases:

                  Goodwill                                  -  8 years straight line

Page 18

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight line method and reducing balance basis.

Depreciation is provided on the following basis:

Plant and machinery
-
25%
on reducing balance
Fixtures and fittings
-
15%
on reducing balance
Equipment
-
33%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

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

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

 
2.15

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, and loans to related parties.

 
2.16

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

Page 19

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgements in applying accounting policies 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.
Significant judgements
Management are of the opinion that there are no significant judgements (apart from those involving estimations) made in the process of applying the entity's accounting policies.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Impairment of subsidiary and goodwill
Determining whether an investment or goodwill is impaired requires an estimation of its fair value. This is based on the future operating performance of the individual entities.
Impairment of stock and trade debtors
The management include impairment provisions for any potential obsolete stock or irrecoverable trade debtors which are estimated based on the age of the stock or trade debtors and provide fully against any known irrecoverable amounts.


4.


Turnover

The whole of the turnover is attributable to the sale of accessories used in the office furniture market.

Analysis of turnover by country of destination:

2022
2021
£
£

United Kingdom
3,784,687
3,012,515

Rest of Europe
701,560
464,327

4,486,247
3,476,842



5.


Other operating income

2022
2021
£
£

Other operating income
112,500
-

Government grants receivable
-
6,354

112,500
6,354


Page 20

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Operating loss

The operating loss is stated after charging:

2022
2021
£
£

Exchange differences
15,951
2,035

Other operating lease rentals
50,701
52,213


7.

Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:

2022
2021
        £
        £
Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements

13,250

10,500
 

13,250

10,500
 


8.


Employees

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


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


Wages and salaries
1,075,983
940,453
-
-

Social security costs
57,250
43,477
-
-

Cost of defined contribution scheme

7,935
17,322
-
-

1,141,168
1,001,252
-
-


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


        2022
        2021
            No.
            No.







Admin
16
16



Sales
8
6



Production
24
24

48
46

The Company has no employees in the current or prior year.

Page 21

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Directors' remuneration

2022
2021
£
£

Directors' emoluments
41,150
10,500


Additionally, the Group made payments of £54,489 (2021 - £63,862) to entities with a common director.



10.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
16,239
25,262

Other loan interest payable
293,755
306,332

Preference share dividends
55,739
74,727

Other interest payable
4,713
1,037

370,446
407,358

Page 22

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
-
32,418

Adjustments in respect of previous periods
(47,869)
-


(47,869)
32,418

Foreign tax


Foreign tax on income for the year
25,120
28,321

25,120
28,321

Total current tax
(22,749)
60,739

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Loss on ordinary activities before tax
(406,913)
(430,334)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(77,313)
(81,763)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
89,015
89,015

Expenses not deductible for tax purposes
10,818
13,870

Lower rate taxes on overseas earnings
2,083
(6,551)

Adjustments to tax charge in respect of prior periods
(47,869)
-

Unrelieved tax losses carried forward
-
46,964

Other differences leading to an increase (decrease) in the tax charge
517
(796)

Total tax charge for the year
(22,749)
60,739


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2022
3,747,990



At 31 December 2022

3,747,990



Amortisation


At 1 January 2022
1,717,830


Charge for the year on owned assets
468,499



At 31 December 2022

2,186,329



Net book value



At 31 December 2022
1,561,661



At 31 December 2021
2,030,160



Page 24

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2022
361,932
40,635
31,207
433,774


Additions
50,633
-
2,995
53,628


Disposals
(173,719)
(6,571)
(55,110)
(235,400)


Exchange adjustments
18,193
-
-
18,193



At 31 December 2022

257,039
34,064
(20,908)
270,195



Depreciation


At 1 January 2022
215,473
14,494
28,161
258,128


Charge for the year on owned assets
51,370
3,946
1,191
56,507


Disposals
(169,489)
(4,948)
(55,110)
(229,547)


Exchange adjustments
2,845
-
-
2,845



At 31 December 2022

100,199
13,492
(25,758)
87,933



Net book value



At 31 December 2022
156,840
20,572
4,850
182,262

Page 25

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Fixed asset investments

Company





Investments in subsidiary companies
Loans to subsidiaries
Total

£
£
£



Cost


At 1 January 2022
2,047,199
3,472,500
5,519,699


Additions
994,206
2,543,382
3,537,588


Disposals
-
(3,472,500)
(3,472,500)



At 31 December 2022

3,041,405
2,543,382
5,584,787



Impairment


Charge for the period
112,500
-
112,500



At 31 December 2022

112,500
-
112,500



Net book value



At 31 December 2022
2,928,905
2,543,382
5,472,287



At 31 December 2021
2,047,199
3,472,500
5,519,699

Interest was receivable on the loans to subsidiary undertakings at a rate of between 10% and 11.72% on the principal amount up to 30 September 2022 after which it was suspended. The balance of the principal and interest is repayable on or before 31 December 2025. The changes to terms arising from modifications in the period to the loans to subsidiary undertakings amounted to a substantial modification to the terms of an existing financial instrument and as a result this has been accounted for as an extinguishment of the original financial asset and the recognition of a new financial asset. The new financial asset has been discounted at the interest rates previously applying on the loans and the difference between the carrying value at initial recognition and the previously recognised financial asset has been recognised as an increase in the investment in the subsidary companies, as shown above.

Page 26

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

ABL Investments Limited
14 Fleming Close, Park Farm Industrial Estate, Wellingborough, Northamptonshire, NN8 6UF
Ordinary and Preference
100%
Accessory Bits Limited
14 Fleming Close, Park Farm Industrial Estate, Wellingborough, Northamptonshire, NN8 6UF
Ordinary
100%
ABL Production d.o.o.
Lava Tolstoja 25,    32000 Cacak Serbia
Ordinary
100%
Deskbuzz Limited
14 Fleming Close, Park Farm Industrial Estate, Wellingborough, Northamptonshire, NN8 6UF
Ordinary
100%

Page 27

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Debtors

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


Trade debtors
588,501
614,808
25
25

Amounts owed by group undertakings
-
-
2,003,920
1,862,034

Other debtors
28,288
119,383
-
48,000

Prepayments and accrued income
81,988
93,633
-
-

Tax recoverable
67,974
30,810
39,094
16,744

766,751
858,634
2,043,039
1,926,803



16.


Cash and cash equivalents

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

Cash at bank and in hand
208,788
211,466
50
5,971

208,788
211,466
50
5,971



17.


Creditors: Amounts falling due within one year

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

Bank loans
165,227
339,855
-
320,000

Trade creditors
263,500
139,755
42,409
28,798

Amounts owed to group undertakings
-
-
2,102,217
1,726,607

Corporation tax
-
35,287
-
-

Other taxation and social security
176,079
158,347
-
-

Other creditors
1,119,036
1,099,171
1,110,415
1,073,925

Accruals and deferred income
260,710
81,209
6,500
15,295

1,984,552
1,853,624
3,261,541
3,164,625




Page 28

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

18.


Creditors: Amounts falling due after more than one year

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

Bank loans
-
80,000
-
80,000

Shareholders' loans
2,543,382
3,472,500
2,543,382
3,472,500

Share capital treated as debt
745,225
745,225
745,225
745,225

3,288,607
4,297,725
3,288,607
4,297,725


Disclosure of the terms and conditions attached to the non-equity shares is made in note 20.




19.


Loans


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

Amounts falling due within one year

Bank loans
165,227
339,855
-
320,000

Amounts falling due 1-2 years

Bank loans
-
80,000
-
80,000

Amounts falling due 2-5 years

Shareholders' loans
2,543,382
3,472,500
2,543,382
3,472,500


2,708,609
3,892,355
2,543,382
3,872,500


The shareholders' loans are secured by means of a fixed and floating charge over the assets of the parent and its subsidiary undertakings which cover the redemption value of £3,472,500. Interest was payable on the shareholders' loans at a rate of between 10% and 11.72% on the principal amount up to 30 September 2022 after which it was suspended. The balance of the principal and interest is repayable on or before 31 December 2025. The changes to terms arising from modifications in the period to the shareholders' loans amounted to a substantial modification to the terms of an existing financial instrument and as a result this has been accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The new financial liability has been discounted at the interest rates previously applying on the loans and the difference between the carrying value at initial recognition and the previously recognised financial liability has been recognised as a capital contribution in the statement of changes in equity.
The terms of the loans restrict the Group from making significant acquisitions or disposals without the consent of the lender.

Page 29

 


SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

20.


Share capital

2022
2021
£
£
Shares classified as equity

Allotted, called up and fully paid



727,271 (2021 - 727,271) A Ordinary shares of £0.010 each
7,273
7,273
294,000 (2021 - 294,000) B Ordinary shares of £0.010 each
2,940
2,940
50,651 (2021 - 50,651) C Ordinary shares of £0.010 each
507
507
5,349 (2021 - 5,349) Deferred Shares shares of £0.010 each
53
53

10,773

10,773


The holder of an A Ordinary share, B Ordinary share or C Ordinary Share who (being an individual) is present in person or is present by a representive shall have one vote. 
The Preferred Ordinary shares, Preferred A Ordinary shares do not confer any right to receive notice of, attend or speak at or vote at a general meeting of the Company and shall not entitle their holders to receive, or to exercise voting rights in respect of, any written resolution of the Company.

2022
2021
£
£
Shares classified as debt

Allotted, called up and fully paid



330,000 (2021 - 330,000) Preferred Ordinary Shares shares of £0.001 each
330,000
330,000
415,225 (2021 - 415,225) Preferred A Ordinary Shares shares of £0.001 each
415,225
415,225

745,225

745,225


Included in creditors (amounts falling due after more than one year) is £220,118 (2021: £164,379) of preference share dividend (accounted for as interest payable) which is in arrears. The amounts in arrears relate to the period from 1 October 2019 to 30 September 2022 and are £99,090 and £121,028 for the Preferred Ordinary and Preferred A Ordinary Shares respectively.


21.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses. 

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SAMPS GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

22.


Commitments under operating leases

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
20,125
54,625

Later than 1 year and not later than 5 years
-
1,283

20,125
55,908

23.


Related party transactions

The company has taken advantage of the exemption in FRS 102 33.1A not to disclose transactions entered into between two or more members of the group where subsidiaries party to the transaction are wholly owned members of the group. The balances outstanding with the company are shown in aggregate in debtors and creditors under amounts owned by and to group undertakings respectively.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group, directly or indirectly, including any director (whether executive or otherwise) of the group. The directors are of the opinion that those persons for the group are the directors of SAMPS Group  Limited only, and the aggregate of their remuneration is already disclosed in the notes to these accounts.
Transactions with significant shareholders
The company has loans with certain significant shareholders. The balances outstanding with the company are shown in aggregate in creditors under the heading "shareholders' loans". The details of the loan interest payable on these loans is given in the note "Interest payable and similar charges" under the heading "Other loan interest payable".

 
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