Registered number: 10005406
SUNSHINE PARTNERS GROUP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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SUNSHINE PARTNERS GROUP LIMITED
CONTENTS
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Consolidated balance sheet
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Notes to the financial statements
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SUNSHINE PARTNERS GROUP LIMITED
COMPANY INFORMATION
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REGISTERED NUMBER:10005406
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SUNSHINE PARTNERS GROUP LIMITED
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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REGISTERED NUMBER:10005406
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SUNSHINE PARTNERS GROUP LIMITED
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 6 to 19 form part of these financial statements.
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REGISTERED NUMBER:10005406
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SUNSHINE PARTNERS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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REGISTERED NUMBER:10005406
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SUNSHINE PARTNERS GROUP LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 6 to 19 form part of these financial statements.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Sunshine Partners Group Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, London, WC2B 5AH.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.
The following principal accounting policies have been applied:
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 Balance sheet, 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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 the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
The Group’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Ordinary shares are classified as equity.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Operating leases: the Group as lessee
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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.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
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 except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated profit and loss account within 'administrative expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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.
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
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The average monthly number of employees, including directors, during the year was 32 (2022 - 25).
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Parent company profit for the year
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The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The profit after tax of the parent company for the year was £1,733,238 (2022- loss £168,470).
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Short-term leasehold property
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Charge for the year on owned assets
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The net book value of land and buildings may be further analysed as follows:
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Foreign exchange movement
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Investments in subsidiary companies
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Foreign exchange movement
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The following were subsidiary undertakings of the company:
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Sunshine Partners limited
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Sunshine Partners Inc (previously known as Ray Luxury Inc)
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Amounts owed by group undertakings
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Called up share capital not paid
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free, unsecured, have no fixed repayment date and are repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Share premium treated as debt
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Amounts owed to group undertakings are interest free, unsecured, have no fixed repayment date and are repayable on demand.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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The preference shares attract an annual interest rate of 5.5% and an annual dividend of 5.5% on the subscription price paid on the preference shares. The preference shares are treated as a liability due to the mandatory coupon rate applied to the outstanding balance. All preference shares and their associated liabilities were repaid in full during the year and the shares were cancelled.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Shares classified as equity
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Allotted, called up and fully paid
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606,400 (2022 - 606,400) A Ordinary shares of £0.01 each
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35,135 (2022 - 35,135) B Ordinary shares of £0.01 each
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Shares classified as debt
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Allotted, called up and fully paid
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Nil (2022 - 88,927) Preferred A shares shares of £0.01 each
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Nil (2022 - 44,309) Preferred B shares shares of £0.01 each
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10.Share capital (continued)
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Shares capital classified as equity
A and B Ordinary shares
Each share entitles its holder to a) one vote on any shareholder resolutions, b) receive a pro rata proportion of any dividend (other than preferred dividends) declared, c) a pro rata proportion on any distributions on a winding up after Preferred A and B shareholders have received preferential amounts they are entitled to. The shares are not liable to be redeemed unless converted into deferred shares in accordance with the articles.
On 15 April 2021 there was an allotment of 338,000 ordinary A shares of £0.01 with £3,380 increase in nominal value of share capital. On the same date the company, under the EMI Share Option Scheme, granted certain employees the option to acquire 59,950 ordinary A share of £0.01 each in the capital of the company. At the balance sheet date 10,503 of these shares remained unallocated for future grants.
Shares capital classified as debt
A Preference shares
Each share entitles it holder to a) one vote on any shareholder resolutions, b) preferential right to receive dividends in accordance with the Articles on a pro rata basis with other preferred shareholders, c) a preferential right to receive distributions on a winding up on a pro rata basis with other preferred shareholders. The shares may be redeemed in accordance with the Articles at the option of the shareholder. The shares are entitled to a coupon of 5.5% compounded annually. During the year the company bought back 88,927 Preferred A shares for a consideration of £2,023,192. The shareholders wanted to relinquish their interest in the company.
B Preference shares
Each share entitles its holders to a) one vote on any shareholder resolutions, b) a preferential right to receive dividends in accordance with the Articles on a pro rata basis with other preferred shareholders, c) a preferential right to receive distributions on a winding up on a pro rata basis with other preferred shareholders. The shares may be redeemed in accordance with the Articles at the option of the shareholders and may also in certain circumstances be converted into deferred shares which may be redeemed at the option of the company. The shares are entitled to a coupon of 5.5% compounded annually. During the year the company bought back 44,309 Preferred B shares for a consideration of £1,000,081. The shareholders wanted to relinquish their interest in the company.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Share premium account
The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve arising from the redemption or purchase of a company's own shares.
Foreign exchange reserve
The foreign exchange reserve represents the cumulative translation differences arising on translation of the net investment subsidiary undertakings in the current year and prior years.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
The group contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £26,446 (2022 - £25,278). Contributions totalling £5,859 (2022 - £3,816) were payable to the fund at the balance sheet date and are included in creditors.
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Commitments under operating leases
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At 31 December 2023 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
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Post balance sheet events
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On 4 March 2024 the company received dividend income of £1,000,000 from a subsidiary undertaking and declared a dividend of the same amount.
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SUNSHINE PARTNERS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
When preparing the 31 December 2023 financial statements it was identified that translation losses relating to the Group’s foreign investment were incorrectly put through administrative expenses in the prior year. The value of this adjustment was £162,339 (loss) in the year ended 31 December 2022. For the year ended 31 December 2023 these are reclassified into the statement of other comprehensive income. Profit after taxation as originally stated for the year ended 31 December 2022 was £2,087,999 and the restated profit after taxation is £2,250,338. Overall total comprehensive income per these restated financial statements at 31 December 2022 is £2,087,999.
The effect of the restatement is to create a foreign exchange reserve as detailed in the consolidated statement of changes in equity. Overall the net asset position of the group at 31 December 2022 remains unchanged at £1,959,313.
This is a material error that required adjustment to show the nature of foreign exchange adjustments on the financial statements.
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