REGISTERED NUMBER: |
Jade Equity Limited |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
REGISTERED NUMBER: |
Jade Equity Limited |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
Jade Equity Limited (Registered number: 06522723) |
Contents of the Financial Statements |
for the year ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Statement of Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
Jade Equity Limited |
Company Information |
for the year ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and |
Statutory Auditor |
28 Eaton Avenue |
Matrix Office Park |
Buckshaw Village |
Chorley |
Lancashire |
PR7 7NA |
Jade Equity Limited (Registered number: 06522723) |
Strategic Report |
for the year ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
The principle activity of the company in the year under review was that of a holding company. |
The company reported a loss for the year ended 31 December 2023 of €459,000 (2022: €241,000). |
The subsidiary, James Dewhurst Limited. has performed well in the post pandemic period. As a result there is no impairment on the carrying value of the investment or any issues on going concern. |
Financial key performance indicators |
As a holding company, the directors consider the company's key performance indicator is the net assets of the company which, on 31 December 2023 was €27,709,000 (2022: €28,168,000). |
Financial risk management objectives and policies |
The company's activities expose it to various financial risks such as liquidity risk, interest rate risk and currency risk. The use of financial derivatives are governed by policies approved by the board of directors, which provide principles on the use of financial derivatives to manage these risks. The company does not hold any derivative financial instruments and the company does not use derivative financial instruments for speculative purposes. |
Liquidity risk |
The company's borrowings related solely to intercompany financing facilities provided by Sioen. The company maintains regular dialogue with the parent company to ensure appropriate facilities remain in place. |
Interest rate risk |
The company is financed by its parent company and is charged interest according to a combination of interest rates and hedges put in place by the parent company. |
Currency risk |
The company is exposed to several foreign currency in its trading activities, mainly the Euro. Its borrowings are also denominated in Euro's, which provides a natural offset to Euro denominated income. Sioen Group monitors the foreign currency exposures to manage the currency risk. |
PRINCIPAL RISKS AND UNCERTAINTIES |
In addition to the financial risks described above, the principal risks and uncertainties faced by the company relate to the recoverability of its investment in James Dewhurst Limited. This risk is managed by the company monitoring the performance of its subsidiary and approving relevant business plans. |
Conflict in Ukraine |
The conflict in Ukraine has no material impact on the company or its subsidiaries, with no significant customers or suppliers in the region. The steep rise in energy prices in 2022 settled in 2023, and have not begun to come down. |
Climate change |
The company's subsidiary has assessed the likely future impact of climate change and the potential threat to the company's environmental performance/business sustainability is closely monitored by the board of directors. The company will continue to positively influence climate change by carrying out its carbon footprint reduction objectives programmes and meeting its legislative/regulatory obligations to continually improve its environmental performance and protect its business sustainability. |
ON BEHALF OF THE BOARD: |
Jade Equity Limited (Registered number: 06522723) |
Report of the Directors |
for the year ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
As allowed by s414C (11) of the Companies Act 2006, the company has included disclosure of the financial risk management objectives and policies in the strategic report and they form part of this report by cross reference. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
FUTURE DEVELOPMENTS |
The Company will continue to act as a holding company and the directors expect the general level of activity to continue in the forthcoming year. |
GOING CONCERN |
In assessing the ability of the company to continue as a going concern, the directors have considered the board approved forecasts of its principal trading subsidiary (James Dewhurst Limited) which show an improvement in EBITDA, positive cash flow generation and show the company operating within committed facilities. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of signing this report and it is appropriate to continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
DIRECTORS' INDEMNITIES |
The Company and its subsidiaries have made qualifying third party indemnity provisions for the benefit of its directors which remain in force at the date of this report. |
ENGAGEMENT WITH EMPLOYEES |
The Company has no employees other than the directors and therefore has nothing to report in respect of employee engagement activity during the year. |
STREAMLINED ENERGY AND CARBON REPORTING |
The Company is exempt from disclosing annual UK energy consumption and Greenhouse Gas (GHG) emissions from Streamlined Energy and Carbon Reporting (SECR) Regulation 2018 as it does not have any energy consumption as an intermediate holding company. Relevant disclosures are shown in its subsidiary, James Dewhurst Limited. |
Jade Equity Limited (Registered number: 06522723) |
Report of the Directors |
for the year ended 31 December 2023 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, McMillan & Co LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Jade Equity Limited |
Opinion |
We have audited the financial statements of Jade Equity Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Jade Equity Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have no realistic alternative but to do so. |
Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
- | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
Report of the Independent Auditors to the Members of |
Jade Equity Limited |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; and |
- | tested journal entries to identify unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
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 Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants and |
Statutory Auditor |
Jade Equity Limited (Registered number: 06522723) |
Statement of Comprehensive Income |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | €'000 | €'000 |
TURNOVER |
OPERATING PROFIT |
Interest payable and similar expenses | 4 |
LOSS BEFORE TAXATION | 5 | ( |
) | ( |
) |
Tax on loss | 6 | ( |
) | ( |
) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
Jade Equity Limited (Registered number: 06522723) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | €'000 | €'000 | €'000 | €'000 |
FIXED ASSETS |
Investments | 7 |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Share premium | 10 |
Other reserves | 10 | ( |
) | ( |
) |
Retained earnings | 10 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Jade Equity Limited (Registered number: 06522723) |
Statement of Changes in Equity |
for the year ended 31 December 2023 |
Called up |
share | Retained | Share | Other | Total |
capital | earnings | premium | reserves | equity |
€'000 | €'000 | €'000 | €'000 | €'000 |
Balance at 1 January 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | - | ( |
) |
Balance at 31 December 2023 | ( |
) |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements |
for the year ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Jade Equity Limited is a |
These financial statements are presented in Euros because that is the currency of the primary economic environment in which the company operates. |
These financial statements are separate financial statements. The company is exempt from the preparation and delivery of consolidated financial statements because it is included in the consolidated financial statements of Sihold NV under s401. The consolidated financial statements of Sihold NV are available to the public and can be obtained as set out in note 12. Sihold NV owns 100% subsidiary of Sioen Industries NV ("Sioen"). |
Dewtex Inc, a subsidiary of its investment James Dewhurst Limited, is exempt from audit. |
Adoption of new and revised Standards |
New and amended IFRS Standards that are effective for the current year |
In the current year, the Company has adopted all the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to its operations and effective for an annual period that begins on or after 1 January 2023 all of which were endorsed in the UK. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. |
- | Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies |
- | Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates |
- | Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
- | Amendments to IFRS 4 Extension of the Temporary Exemption from Applying IFRS 9 - Comparative Information |
- | IFRS 17 Insurance Contracts |
- | Initial Application of IFRS 17 and IFRS 19 - Comparative Information |
- | Annual Improvements to IFRS Standards 2018 - 2020 |
The Company has not adopted early any standards, interpretations or amendments that have been issued but are not yet effective. |
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2023 |
At the date of authorisation of these financial statement, the Company has not applied the following new and revised IFRS Standards and Interpretations that have been issued but are not yet effective and, in some cases, had not yet been adopted by the EU: |
- | Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (applicable for annual periods beginning on or after 1 January 2024) |
- | Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants (applicable for annual periods beginning on or after 1 January 2024) |
- | Amendments to IAS 7 Statement of Cash Flows: Supplier Finance Arrangements (applicable for annual periods beginning on or after 1 January 2024) |
- | Amendments to IAS 12 Income Taxes: International Tax Reform - Pillar Two Model Rules (applicable for annual periods beginning on or after 1 January 2024) |
- | Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025) |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
- | Amendments to IFRS 16 Lease Liability in a Sale and Leaseback (applicable for annual periods beginning on or after 1 January 2024) |
It is expected that the standards and interpretations, not yet applicable, will have no significant impact on the Company's financial result or position. |
2. | ACCOUNTING POLICIES |
Basis of preparation |
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36. |
As permitted by FRS 101, and where applicable, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, trade and other receivables and loans, capital management, presentation of comparative information in respect of certain assets, presentation of a cash-flow statement and certain related party transactions. Where relevant, equivalent disclosures have been given in the consolidated financial statements of Sihold NV. |
Going concern |
For the year ended 31 December 2023, the net assets position is €27,709,000 (2022: €28,168,000). The net assets position of its subsidiary James Dewhurst Limited at 31 December 2023 is £32,384,000 and cash position is £1,276,000. |
In further assessing the ability of the Company to continue as a going concern, the directors have considered the board approved forecasts of its principal trading subsidiary (James Dewhurst Limited) which show an improvement in EBITDA, positive cash-flow generation and show the company operating within committed facilities. Furthermore, the company's own liabilities relate to funding provided by the parent company (Sioen Industries NV) who have provided a letter of support which will cover 12 months post the signing date. |
Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing this report and it is appropriate to continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial liabilities are recognised in the company's statement of financial position when the company becomes a party to the contractual provisions of the instrument. |
Financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities (other than financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. |
Effective interest method |
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocated interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period., to the net carrying amount on initial recognition. |
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. |
Held-to-maturity investments |
Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates that the company has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis. |
Reclassification of financial assets |
An entity cannot reclassify financial liabilities under IFRS 9. |
Financial liabilities and equity instrument |
Classification as debt or equity |
Debt and equity instruments are classified either as financial liabilities or as equity in accordance with the substance of the contractual arrangement. |
Equity instruments |
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the company are recognised at the proceeds received, net of direct issue costs. |
Repurchase of the company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the company's own equity instruments. |
Financial liabilities |
There are no changes to financial liabilities under IFRS 9. |
Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'. At 31 December 2023, the company does not hold any financial liabilities classified as at FVTPL. |
Other financial liabilities |
Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. |
Derecognition of financial liabilities |
The company derecognises financial liabilities when, and only when, the company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. |
Taxation |
Current tax |
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income 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 balance sheet date. |
A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Dividend and interest income |
Dividend income from investments is recognised when the shareholders' rights to receive payments have been established (provided that it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably). |
Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition. |
Investments in subsidiaries |
Investments in subsidiaries are accounted for at cost less, where appropriate, provisions for impairment. |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods. |
Critical judgements in applying the company's accounting policies |
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company accounting policies and that have the most significant effect on the amounts recognised in financial statements. |
i) Impairment of investments |
Investments in subsidiaries are valued at cost less provision for impairment and the carrying amount of investments at the balance sheet date was €41,038,000. At the end of each reporting period the company considers whether there is any indication that investments in subsidiary companies may be impaired. If any such indication exists, the entity is required to estimate the recoverable amount of the asset. |
Judgement is required to determine whether an indicator of potential impairment exists in relation to the company's investments. In applying this judgement, the company considers the impairment indicators in IAS 36, including assessing the historic and forecast performance of the company's subsidiaries, and no such indicators of impairment have been identified during the current year. Therefore, no impairment test has needed to be performed. |
Key sources of estimation uncertainty |
The directors consider that there are no key assumptions concerning the future, or other key sources of estimation uncertainly at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
3. | EMPLOYEES AND DIRECTORS |
AUDITOR'S REMUNERATION |
Fees payable to the auditors for the audit of the Company's annual financial statements for the years ended 31 December 2023 and 31 December 2022 were borne by the Company's subsidiary, James Dewhurst Limited, and not recharged to the Company. |
The amount paid to the auditor by James Dewhurst Limited for the audit of the Company and its subsidiary was £28,000 (2022: £25,500). |
EMPLOYEES AND DIRECTORS |
Other than the directors, the company has no employees in either year. The directors were also directors of other companies within the Sioen Group and their remuneration is paid by the other group companies. No amounts are allocated to the company as the majority of the directors' activities are related to the company of their primary employment. |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
€'000 | €'000 |
Interest payable to group companies | 603 | 297 |
5. | LOSS BEFORE TAXATION |
The loss before taxation is stated after charging the interest in note 4. |
6. | TAXATION |
Analysis of tax income |
2023 | 2022 |
€'000 | €'000 |
Current tax: |
Tax | ( |
) | ( |
) |
Total tax income in statement of comprehensive income | ( |
) | ( |
) |
Factors affecting the tax expense |
The tax assessed for the year is lower (2022 - higher) than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
€'000 | €'000 |
Loss before income tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
(142 |
) |
(56 |
) |
Effects of: |
Difference in rates | (2 | ) | - |
Tax income | ( |
) | ( |
) |
7. | INVESTMENTS |
Shares in |
group |
undertakings |
€'000 |
COST |
At 1 January 2023 |
and 31 December 2023 | 41,038 |
NET BOOK VALUE |
At 31 December 2023 | 41,038 |
At 31 December 2022 | 41,038 |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
7. | INVESTMENTS - continued |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Altham Lane, Altham, Accrington, Lancashire, BB5 5YA |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 1903 Clary Connector, Eastanollee, GA 30538, USA |
Nature of business: |
% |
Class of shares: | holding |
* held indirectly through a subsidiary undertaking. |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
€'000 | €'000 |
Amounts owed to group undertakings |
The amounts owed to ultimate parent charges interest that is calculated on a quarterly basis. In the case of a payable position of the subsidiary to Sioen Industries NV the interest rate the subsidiary receives is equal to the Euribor interest rate increased by 0.05% and will be a minimum of 0.05% if the Euribor is negative. The interest will be calculated on the basis of a year of 360 days (with 12-30 day-months) divided by 360. The amounts owed to ultimate parent are unsecured and repayable on demand. |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid : |
Number: | Class: | Nominal | 2022 | 2021 |
value: | € | € |
580,500 | Ordinary | 1.2067 | 700,000 | 700,000 |
3,330,619 | Ordinary A | 0.0126 | 42,000 | 42,000 |
1,893,882 | Ordinary B | 0.0126 | 24,000 | 24,000 |
100,000 | Ordinary Z | 1.2600 | 126,000 | 126,000 |
5,959,635 | Preference | 1.2530 | 7,468,000 | 7,468,000 |
8,360,000 | 8,360,000 |
The profit of the company available for distribution in respect of any financial year shall first be applied in paying the holders of the Ordinary shares, A Ordinary shares and B Ordinary shares a cash dividend at the rate of £20 per share per annum. The balance of any profit, if distributed, shall be distributed amongst the holders of the Ordinary shares, A Ordinary shares, B Ordinary shares and Z Ordinary shares pari passu as if the same constituted one class of share. |
As regards capital, on a return of assets on liquidation, reduction of capital or otherwise, the surplus assets of the company shall be applied: |
- | first in paying the holders of the the Ordinary shares, A Ordinary shares and B Ordinary shares pari passu the subscription price (inclusive of any premium) paid for such shares together with a sum equal to £20 per share: and |
- | second in paying the holders of the Z Ordinary shares the subscription price (inclusive of any premium) paid for such shares. |
The balance of any assets shall be distributed amongst the holders of the Ordinary shares, A Ordinary shares, B Ordinary shares and Z Ordinary shares pari passu as if the same constituted one class of share. |
Ordinary shares, A Ordinary shares and B Ordinary shares shall respectively confer on each holder the right to receive notice and attend, speak and vote at all general meetings of the company and on a poll to exercise one vote per share. The Deferred shares and Z Ordinary shares have no voting rights. |
The Deferred shares have no right to receive a dividend, distribution of capital or voting rights. |
Jade Equity Limited (Registered number: 06522723) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
10. | RESERVES |
Retained | Share | Other |
earnings | premium | reserves | Totals |
€'000 | €'000 | €'000 | €'000 |
At 1 January 2023 | ( |
) | 19,808 |
Deficit for the year | ( |
) | ( |
) |
At 31 December 2023 | ( |
) | 19,349 |
Share premium account |
This reserve records the excess of the fair value attributed to the shares above the nominal value. |
Profit and loss account |
This reserve includes all current year and prior year retained profits and losses, and dividends paid. |
Translation reserve |
This reserve records the cumulative foreign currency translation gains and losses on conversion of the company's results from functional to presentation currency. |
11. | ULTIMATE PARENT COMPANY |
In the opinion of the directors, Sioen Industries NV, a company registered in Belgium, is the company's ultimate parent company and ultimate controlling party. The parent undertaking of the largest group, which includes the company, and for which group financial statements are prepared, is Sihold NV, incorporated in Belgium. Sioen Industries NV is the smallest group in which the results of the company are consolidated. |
Copies of the group financial statements, Sihold NV, are available from its registered address, which is Fabriekstraat 23, 8850 Ardooie, Belgium. |