Company registration number 06316064 (England and Wales)
TEXEL CAPITAL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
TEXEL CAPITAL LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
TEXEL CAPITAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
$
$
$
$
Fixed assets
Investments
4
85
85
Current assets
Stocks
1,929,564
1,929,564
Debtors
5
15,248,627
15,570,025
Cash at bank and in hand
15,979
16,135
17,194,170
17,515,724
Creditors: amounts falling due within one year
6
(17,205,113)
(17,532,264)
Net current liabilities
(10,943)
(16,540)
Total assets less current liabilities
(10,858)
(16,455)
Capital and reserves
Called up share capital
7
2,490,001
2,490,001
Profit and loss reserves
8
(2,500,859)
(2,506,456)
Total equity
(10,858)
(16,455)
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 3 November 2023 and are signed on its behalf by:
Mr A Lennard
Director
Company Registration No. 06316064
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Texel Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gable House, 239 Regents Park Road, London, N3 3LF.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $1.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Texel Holdings Limited. These consolidated financial statements are available from its registered office, Gable House, 239 Regents Park Road, London N3 3LF.
1.2
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.3
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.
1.4
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.
1.5
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
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 company after deducting all of its liabilities.
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
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.
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 company after deducting all of its liabilities.
1.6
Equity instruments
Equity instruments issued by the company 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 company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.7
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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 income statement, 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 when the company has 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.
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.8
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.9
Foreign exchange
Monetary assets and liabilities denominated in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All foreign currency translation differences are taken to the profit and loss account. The accounts are prepared in US Dollars as the company conducts the majority of its business in US Dollars.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
2022
2021
Number
Number
Total
2
2
4
Fixed asset investments
2022
2021
$
$
Shares in group undertakings and participating interests
85
85
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
5
Debtors
2022
2021
Amounts falling due within one year:
$
$
Trade debtors
350,000
350,000
Corporation tax recoverable
4,870
Amounts due from group undertakings
14,869,255
15,185,564
Other debtors
872
1,534
15,220,127
15,541,968
Deferred tax asset (note )
28,500
28,056
15,248,627
15,570,024
An impairment loss of $Nil (2021 - $4 314,150) was recognised in respect of a loan receivable from a fellow subsidiary as future estimated reserves of the entity was identified as insufficient and the entity therefore will not be able to repay the loan in full.
6
Creditors: amounts falling due within one year
2022
2021
$
$
Trade creditors
1,452
Amounts owed to group undertakings
17,205,113
17,530,543
Other creditors
269
17,205,113
17,532,264
Included in amounts owed to group undertakings is a loan payable to a fellow subsidiary which was reduced by $Nil (2021 - $4,314,150) as result of an impairment loss that was recognised on a loan receivable from a fellow subsidiary, refer note 5.
7
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $1 each
2,490,001
2,490,001
2,490,001
2,490,001
8
Profit and loss reserves
2022
2021
$
$
At the beginning of the year
(2,506,457)
(2,498,447)
Profit/(loss) for the year
5,598
(8,010)
At the end of the year
(2,500,859)
(2,506,457)
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
As referred to in Note 11 amounts owed by group undertakings (Note 5) includes $14,869,255 due from Mina Orotex SR, S.A. Although the Directors of the Company believe that this amount is fully recoverable, this is dependent on the successful exploitation of the assets of Mina Orotex SR, S.A. We were unable to perform the necessary audit procedures to consider the recoverable value of this debt and a possible impairment value has not been determined, which, if it exists, should be recognised in the financial statements as of 31 December 2022.
Senior Statutory Auditor:
Paul Winter
Statutory Auditor:
SPW (UK) LLP
Date of audit report:
3 November 2023
10
Related party transactions
The company has taken advantage of FRS 102 Related Party Disclosures 33.1A in respect of transactions entered into between two or more members of the Texel Holdings Group, where the subsidiary which is a party to the transaction with this company is also wholly owned.
11
Contingent liabilities
The company guarantee a bank loan of a fellow subsidiary - Texel Finance Limited, in that the development property carried as stocks amounting to $1,929,564 serves as security for the bank loan. At year end the balance owed under the bank loan amounted to $238,433.
12
Inter group debt
Amounts owed by group undertakings (Note 5) includes $14,869,255 due from Mina Orotex SR, S.A. Although the Directors of the Company believe that this amount is fully recoverable, this is dependent on the successful exploitation of the assets of Mina Orotex SR, S.A.
13
Subsidiaries
Separate company financial statements are required to be prepared by law. Consolidated financial statements for Texel Holdings Limited Group are prepared and publicly available.
These financial statements are separate company financial statements for Texel Capital Limited.
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Conkat Mining S.A.
Costa Rica
Mine financing activities
Ordinary
100.00
Mina Orotex SR, S.A.
Costa Rica
Gold mining
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
TEXEL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
13
Subsidiaries
(Continued)
- 8 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
$
$
Conkat Mining S.A.
1,232,076
Mina Orotex SR, S.A.
(15,851,105)
(7,928,354)
14
Controlling party
The company is controlled by the directors by virtue of their majority shareholdings held directly and indirectly in the parent company. The ultimate parent company is Texel Holdings Limited a company registered in England and Wales.