Company registration number 07414580 (England and Wales)
GLOBAL MERGERS & ACQUISITIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY INFORMATION
Directors
Mr J Albertini
Mr M Van Dongen
Company number
07414580
Registered office
3 Williamsport Way
New Lion Barn Industrial Estate
Needham Market
Ipswich
IP6 8RW
Auditor
Ensors Accountants LLP
Connexions
159 Princes Street
Ipswich
IP1 1QJ
GLOBAL MERGERS & ACQUISITIONS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 6
Group statement of comprehensive income
7
Group statement of financial position
8 - 9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 37
GLOBAL MERGERS & ACQUISITIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Fair review of the business
The year to 31st December 2022 saw an increase in Turnover of £899k (5.25%) mainly as a result of Turnover generated by a new US acquisition, which generated £4.8m during 2022. However, the UK subsidiary did see a reduction in Turnover of £4m due to a decrease in demand for window blinds because of political and economic events resulted in worldwide cost-of-living crisis. Other external events made trading conditions challenging. There were other fluctuations in Turnover in our other European subsidiaries, again due to lower demand because of the cost-of-living crisis.
Gross Profits did increase £856k compared to the prior year because of the US acquisition and also efficiencies generated in the UK subsidiary.
The business operates companies in the US, Europe and the UK supplying window furnishings to customers in local markets.
The Group continues to focus on increasing manufacturing output, expanding the product portfolio and improving efficiencies throughout the business.
Principal risks and uncertainties
Management continually monitors the key risks facing the Group together with assessing the controls used for managing these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually.
The principal risks and uncertainties facing the Group are as follows:
Global Inflation– The Group acknowledges the risk posed by inflation on its customers’ appetite to purchase new window blinds and also suppliers ability to maintain prices.
Economic downturn – The Group acknowledges the importance of maintaining close relationships with its key customers in order to be able to identify the early signs of potential financial difficulties. Sales trends and payments are constantly reviewed to enable early action to be taken in the event of increased risk.
Competitor pressure - The market in which the Group operates is considered to be relatively competitive, and therefore competitor pressure could result in losing sales to key competitors. The Group manages this risk by providing quality products and maintaining strong relationships with its key customers.
Reliance on key suppliers – The Group’s purchasing activities could expose it to over reliance on certain suppliers and inflationary pricing pressure. The Group manages this risk by ensuring there is enough breadth in its supplier base and by constantly seeking to find potential alternative suppliers that may be used, if necessary.
Loss of key personnel – This would present significant operational difficulties for the Group. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised.
Exchange Rate Movements - The Group acquires a significant level of its stock from overseas suppliers in foreign currency. Movements in the exchange rates between currencies has the potential to impact the costs of the business.
Financial risk management - The Group adopts the principal policy of financing its working capital through retained earnings and through confidential invoice finance at the prevailing market interest rates. The Group is exposed to the usual credit and cash flow risk of selling on credit and manages this through strict credit control procedures. By adhering to stringent credit limits, established for each customer, based on a combination of payment history and by utilising the UK's largest credit insurance agency, this risk is minimised.
Currency risk - With regard to the turnover, the company has a fairly limited exposure to foreign exchange risk, as only 10% is derived from non-sterling accounts. The exposure is certainly more evident with regard to the stock purchases, where a considerable proportion are transacted in US dollars. Payments are handled through a combination of spot and forward currency deals.
GLOBAL MERGERS & ACQUISITIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Development and performance
As reported in the profit and loss account, Turnover increased 5.25% to £18.03M in the current period. The gross margin did however increase from 22.1% to 25.7% as a result of higher margin sales in the US subsidiary. The pre-tax result shows a loss of £1,449K against last year's loss of £659k.
Key performance indicators
Management use a range of performance measures to monitor and manage the business. The performance measures are split into financial and non-financial key performance indicators as set out below: Turnover: The Group is looking to continually grow its revenue year on year Gross Margin: The Group closely monitors the gross margin % as an indicator to ensure cost are controlled on its key products Stock Turnover: The Group will monitor its stock turn to ensure stock on hand is always at the correct level.
Mr J Albertini
Mr M Van Dongen
Director
Director
1 February 2024
1 February 2024
GLOBAL MERGERS & ACQUISITIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activities of the group continued to be those of the manufacture, installation and distribution of
window blinds & window blind components.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr J Albertini
Mr M Van Dongen
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Financial instruments
Treasury operations and financial instruments
The Group operates a centralised treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the Group’s activities. The Group’s principal financial instruments include invoice and stock financing, the main purpose of which is to raise finance for the Group’s operations. In addition, the Group has various other financial assets and liabilities such as trade receivables and trade payables arising directly from its operations.
Future developments
The Directors strengthened the Group with additional share Capital of $240,000 and €620,000 in April 2023. The Directors continue to make improvements to the financial reporting process so future years can be audited. The Group has engaged professionals in the countries of operation to complete this process. In addition, measures to reduce costs within the group have been made and also introduce new higher margin products and processes which improved financial performance for 2023.
Auditor
The auditor, Ensors Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
Mr J Albertini
Mr M Van Dongen
Director
Director
1 February 2024
GLOBAL MERGERS & ACQUISITIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GLOBAL MERGERS & ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLOBAL MERGERS & ACQUISITIONS LIMITED
- 5 -
Disclaimer of opinion on financial statements
We were engaged to audit the financial statements of Global Mergers & Acquisitions 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 statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the group and company.
Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
As explained in note 1.2, the financial statements for the following subsidiaries are included in these consolidated financial statements but they have not been audited, as component auditors have not been appointed: Hampton Textiles Inc, Style Realty Holdings LLC, Style America LLC, Screen Vogue SL, Novo Europe BV, Zon-Comfort BV, GBS Style Ro Srl and Style Romania Srl.
Had all subsidiaries been audited, the possible effects on the financial statements could be both material and pervasive. The effects on the consolidated financial statements of any audit adjustments that might arise in respect of the unaudited subsidiaries has not been determined.
Our opinion on the parent company's financial statements is also disclaimed for this matter as the failure to obtain audited financial statements for subsidiary companies, or carry out alternative procedures to obtain sufficient audit evidence in respect of consolidation adjustments, means we are unable to conclude whether the company has correctly consolidated all material subsidiaries as required by both FRS 102 and the Companies Act 2006.
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based in the work we have undertaken in the course of the audit:
the information given in the 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 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
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed, subject to the pervasive limitations described above, we have not identified material misstatements in the directors report.
Arising from the limitations of our work referred to above:
returns adequate for our audit have not been received from branches not visited by us;
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records have been kept.
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:
GLOBAL MERGERS & ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLOBAL MERGERS & ACQUISITIONS LIMITED
- 6 -
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matters described in the basis for disclaimer of opinion section of our report we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Barry Gostling (Senior Statutory Auditor)
For and on behalf of Ensors Accountants LLP
2 February 2024
Chartered Accountants
Statutory Auditor
Connexions
159 Princes Street
Ipswich
IP1 1QJ
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
2022
2021
as restated
Notes
£
£
Turnover
4
18,033,372
17,133,924
Cost of sales
(13,389,988)
(13,346,972)
Gross profit
4,643,384
3,786,952
Distribution costs
(768,663)
(985,630)
Administrative expenses
(4,126,890)
(3,433,307)
Exceptional items
5
(692,148)
Operating loss
6
(944,317)
(631,985)
Share of results of joint ventures
(72,848)
100,343
Interest receivable and similar income
9
22,855
19,887
Interest payable and similar expenses
10
(359,775)
(64,363)
Loss before taxation
(1,354,085)
(576,118)
Tax on loss
11
(46,068)
(83,314)
Loss for the financial year
(1,400,153)
(659,432)
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(49,241)
43,728
Total comprehensive income for the year
(1,449,394)
(615,704)
Loss for the financial year is attributable to:
- Owners of the parent company
(1,439,149)
(661,374)
- Non-controlling interests
38,996
1,942
(1,400,153)
(659,432)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(1,488,390)
(617,646)
- Non-controlling interests
38,996
1,942
(1,449,394)
(615,704)
The income statement has been prepared on the basis that all operations are continuing operations.
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 8 -
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
14
170,952
213,690
Other intangible assets
14
130,977
184,271
Total intangible assets
301,929
397,961
Tangible assets
15
5,141,803
5,298,673
Investments
16
85,924
158,772
5,529,656
5,855,406
Current assets
Stocks
20
2,952,004
3,486,328
Debtors
21
3,128,181
3,006,133
Cash at bank and in hand
277,387
766,169
6,357,572
7,258,630
Creditors: amounts falling due within one year
22
(9,417,943)
(9,475,130)
Net current liabilities
(3,060,371)
(2,216,500)
Total assets less current liabilities
2,469,285
3,638,906
Creditors: amounts falling due after more than one year
23
(501,982)
(514,990)
Provisions for liabilities
Deferred tax liability
28
152,523
272,911
(152,523)
(272,911)
Net assets
1,814,780
2,851,005
Capital and reserves
Called up share capital
27
120
120
Profit and loss reserves
1,721,900
2,797,121
Equity attributable to owners of the parent company
1,722,020
2,797,241
Non-controlling interests
92,760
53,764
1,814,780
2,851,005
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
The financial statements were approved by the board of directors and authorised for issue on 1 February 2024 and are signed on its behalf by:
01 February 2024
Mr J Albertini
Mr M Van Dongen
Director
Director
Company registration number 07414580 (England and Wales)
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 December 2022
- 10 -
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Investments
16
641,001
641,001
Current assets
Debtors
21
437,344
116,114
Creditors: amounts falling due within one year
22
(658,076)
(223,215)
Net current liabilities
(220,732)
(107,101)
Net assets
420,269
533,900
Capital and reserves
Called up share capital
27
120
120
Profit and loss reserves
420,149
533,780
Total equity
420,269
533,900
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £113,631 (2021 - £295,900 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.true
The financial statements were approved by the board of directors and authorised for issue on 1 February 2024 and are signed on its behalf by:
01 February 2024
Mr J Albertini
Mr M Van Dongen
Director
Director
Company registration number 07414580 (England and Wales)
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2021:
Balance at 1 January 2021
120
2,967,582
2,967,702
38,132
3,005,834
Effect of change in accounting policy
-
850,185
850,185
-
850,185
As restated
120
3,817,767
3,817,887
38,132
3,856,019
Year ended 31 December 2021:
Loss for the year
-
(661,374)
(661,374)
1,942
(659,432)
Other comprehensive income:
Currency translation differences
-
43,728
43,728
-
43,728
Total comprehensive income
-
(617,646)
(617,646)
1,942
(615,704)
Dividends
12
-
(403,000)
(403,000)
-
(403,000)
Acquisition of subsidiary
-
-
-
13,690
13,690
Balance at 31 December 2021
120
2,797,121
2,797,241
53,764
2,851,005
Year ended 31 December 2022:
Loss for the year
-
(1,439,149)
(1,439,149)
38,996
(1,400,153)
Other comprehensive income:
Currency translation differences
-
(49,241)
(49,241)
-
(49,241)
Total comprehensive income
-
(1,488,390)
(1,488,390)
38,996
(1,449,394)
Transfers
-
413,169
413,169
-
413,169
Balance at 31 December 2022
120
1,721,900
1,722,020
92,760
1,814,780
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 December 2021:
Balance at 1 January 2021
120
640,880
641,000
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
295,900
295,900
Dividends
12
-
(403,000)
(403,000)
Balance at 31 December 2021
120
533,780
533,900
Year ended 31 December 2022:
Profit and total comprehensive income
-
(113,631)
(113,631)
Balance at 31 December 2022
120
420,149
420,269
GLOBAL MERGERS & ACQUISITIONS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
2022
2021
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
627,803
42,879
Interest paid
(359,775)
(64,363)
Income taxes paid
(185,497)
(13,388)
Net cash inflow/(outflow) from operating activities
82,531
(34,872)
Investing activities
Purchase of business
-
288,603
Purchase of intangible assets
(1,987)
-
Purchase of tangible fixed assets
(168,337)
(64,811)
Proceeds from disposal of tangible fixed assets
14,777
-
Proceeds from disposal of associates
-
(48,092)
Interest received
22,855
19,887
Net cash (used in)/generated from investing activities
(132,692)
195,587
Financing activities
Repayment of borrowings
(172,497)
-
Proceeds from new bank loans
-
500,000
Repayment of bank loans
(645,943)
(122,831)
Payment of finance leases obligations
19,285
(108,212)
Dividends paid to equity shareholders
(403,000)
Capital contribution
413,169
-
Net cash used in financing activities
(385,986)
(134,043)
Net (decrease)/increase in cash and cash equivalents
(436,147)
26,672
Cash and cash equivalents at beginning of year
766,169
695,769
Effect of foreign exchange rates
(52,635)
43,728
Cash and cash equivalents at end of year
277,387
766,169
GLOBAL MERGERS & ACQUISITIONS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
33
44,304
Interest paid
(44,304)
Net cash outflow from operating activities
-
-
Investing activities
Dividends received
403,000
Net cash (used in)/generated from investing activities
-
403,000
Financing activities
Dividends paid to equity shareholders
-
(403,000)
Net cash used in financing activities
-
(403,000)
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
1
Accounting policies
Company information
Global Mergers & Acquisitions Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3 Williamsport Way, New Lion Barn Industrial Estate, Needham Market, Ipswich, IP6 8RW.
The group consists of Global Mergers & Acquisitions Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
The consolidated financial statements incorporate those of Global Mergers & Acquisitions Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
Style America LLC, Hamptons Textile Printing Inc, Style Realty Holdings LLC, Screen Vogue SL, GBS Style Ro Srl, Style Romania GB Srl, Novo Europe BV and Zon-Comfort BV are included in the consolidated accounts but these subsidiaries have not been audited.
GBS Style Ro Srl and Style Romania GB Srl are 100% subsidiary companies incorporated in Romania. Screen Vogue SL is a 60% owned subsidiary incorporated in Spain. Novo Europe BV and Zon-Comfort BV are 100% owned subsidiary companies incorporated in The Netherlands. Style America LLC is a 100% owned subsidiary incorporated in USA. Hamptons Textile Printing Inc and Style Realty Holdings LLC are 85% subsidiaries incorporated in USA. Audited accounts are unavailable for each of these entities.
Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.3
Going concern
At the time of approving the financial statements, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
The turnover shown in the profit and loss account represents amounts invoiced during the year and is recognised at the invoice date.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Brand names
5 years straight line
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Land and buildings Freehold
2% straight line
Plant and machinery
25% reducing balance
Fixtures, fittings & equipment
25% reducing balance
Motor vehicles
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.9
Impairment of fixed assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.11
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 21 -
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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit or loss.
1.17
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.19
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
2
Change in accounting policy
The accounting policy in respect of freehold land and buildings has been changed from historical cost to valuation. The directors consider that the new accounting policy provides more reliable and relevant information regarding the financial position of the group.
The effect of the change in accounting policy is to detailed in note 34 to these financial statements.
3
Judgements and key sources of estimation uncertainty
In the application of the group’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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stock provisioning
The group sells window covering solutions which is subject to changing consumer demands and fashions. As a result it is necessary to consider the recoverability of the cost of the stock and the associated provisioning required. When calculating the provision, management considers the nature and age of the stock as well as applying assumptions around anticipated saleability of stock.
Impairment of debtors
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the aging profile of debtors, whether covered by insurance and historical experience.
Stock transport and duty costs
Stock includes transport and duty costs incurred to bring goods to their current location. This is estimated based stock purchase transactions in the accounting period.
Valuation of freehold land and buildings
Freehold land and buildings are recognised at fair value based on the advice from independent valuers. The fair value of freehold land and buildings is calculated by reference to market value based on recent similar property transactions.
4
Turnover and other revenue
An analysis of the group's turnover is as follows:
2022
2021
£
£
Turnover analysed by class of business
Window covering solutions
18,033,372
17,133,924
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
4
Turnover and other revenue
(Continued)
- 23 -
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
11,546,930
14,867,271
Rest of World
6,486,442
2,266,653
18,033,372
17,133,924
2022
2021
£
£
Other revenue
Interest income
22,855
19,887
5
Exceptional item
2022
2021
£
£
Expenditure
Provisions against related company debtors
692,148
-
6
Operating loss
2022
2021
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
85,586
(124,686)
Depreciation of owned tangible fixed assets
275,164
69,198
Depreciation of tangible fixed assets held under finance leases
46,579
79,643
Profit on disposal of tangible fixed assets
(2,550)
-
Amortisation of intangible assets
98,019
73,923
Impairment of intangible assets
66,799
Reversal of past impairment of intangible assets
(5,369)
Operating lease charges
229,404
290,044
7
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,250
6,250
Audit of the financial statements of the company's subsidiaries
16,450
13,650
22,700
19,900
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
8
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Production staff
159
149
-
-
Administration staff
19
24
2
2
Total
178
173
2
2
Their aggregate remuneration comprised:
Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
4,836,721
4,146,184
Social security costs
334,454
391,584
-
-
Pension costs
82,265
103,823
5,253,440
4,641,591
9
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest receivable from group companies
22,855
19,887
2022
2021
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
22,855
19,887
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 25 -
10
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
179,720
39,597
Interest on invoice finance arrangements
52,821
Interest payable to group undertakings
46,765
1,078
Other interest on financial liabilities
60,824
-
340,130
40,675
Other finance costs:
Interest on finance leases and hire purchase contracts
19,480
23,688
Other interest
165
-
Total finance costs
359,775
64,363
11
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
166,456
24,368
Deferred tax
Origination and reversal of timing differences
(120,388)
58,946
Total tax charge
46,068
83,314
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Loss before taxation
(1,354,085)
(576,118)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(257,276)
(109,462)
Tax effect of expenses that are not deductible in determining taxable profit
152,833
1,729
Unutilised tax losses carried forward
205,587
118,423
Adjustments in respect of prior years
(19,041)
7,125
Effect of change in corporation tax rate
(36,035)
65,499
Taxation charge
46,068
83,314
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 26 -
12
Dividends
2022
2021
Recognised as distributions to equity holders:
£
£
Interim paid
-
403,000
13
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2022
2021
Notes
£
£
In respect of:
Goodwill
14
-
66,799
Recognised in:
Administrative expenses
-
66,799
The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.
Reversals of previous impairment losses have been recognised in profit or loss as follows:
2022
2021
Notes
£
£
In respect of:
Intangible assets
14
5,369
-
Recognised in:
Administrative expenses
5,369
-
14
Intangible fixed assets
Group
Goodwill
Brand names
Total
£
£
£
Cost
At 1 January 2022
346,944
276,406
623,350
Additions
1,987
1,987
Disposals
(5,369)
(5,369)
At 31 December 2022
341,575
278,393
619,968
Amortisation and impairment
At 1 January 2022
133,254
92,135
225,389
Amortisation charged for the year
42,738
55,281
98,019
Reversal of past impairment loss
(5,369)
(5,369)
At 31 December 2022
170,623
147,416
318,039
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
14
Intangible fixed assets
(Continued)
- 27 -
Carrying amount
At 31 December 2022
170,952
130,977
301,929
At 31 December 2021
213,690
184,271
397,961
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
During 2020, the group acquired Novo Europe BV and its subsidiary, Zon-Comfort BV. The carrying value of goodwill is all in relation to the Novo Europe BV group. The goodwill in respect of this acquisition is being amortised over a period of 5 years.
The carrying amount of brand name intangible assets disclosed above relates to a brand name. The amortisation period remaining in respect of this intangible asset is 2.33 years.
15
Tangible fixed assets
Group
Land and buildings Freehold
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Spare Asset 2
Total
£
£
£
£
£
£
Cost
At 1 January 2022
3,979,816
2,286,784
344,789
34,399
6,645,788
Additions
152,940
15,397
168,337
Disposals
(5,951)
(15,986)
(21,937)
At 31 December 2022
3,979,816
2,433,773
344,200
34,399
6,792,188
Depreciation and impairment
At 1 January 2022
4,358
1,058,325
272,232
12,200
1,347,115
Depreciation charged in the year
55,005
242,553
16,310
7,875
321,743
Eliminated in respect of disposals
(3,188)
(6,522)
(9,710)
Exchange adjustments
(8,763)
(8,763)
At 31 December 2022
59,363
1,297,690
282,020
20,075
(8,763)
1,650,385
Carrying amount
At 31 December 2022
3,920,453
1,136,083
62,180
14,324
8,763
5,141,803
At 31 December 2021
3,975,458
1,228,459
72,557
22,199
5,298,673
The company had no tangible fixed assets at 31 December 2022 or 31 December 2021.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
15
Tangible fixed assets
(Continued)
- 28 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2022
2021
2022
2021
£
£
£
£
Plant and machinery
133,463
239,954
Motor vehicles
6,274
8,365
139,737
248,319
-
-
16
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
19
641,001
641,001
Investments in associates
17
57,096
57,096
Investments in joint ventures
18
28,828
101,676
85,924
158,772
641,001
641,001
Movements in fixed asset investments
Group
Shares in associates and joint ventures
£
Cost or valuation
At 1 January 2022
158,772
Share of joint venture losses
(72,848)
At 31 December 2022
85,924
Carrying amount
At 31 December 2022
85,924
At 31 December 2021
158,772
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
16
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
641,001
Carrying amount
At 31 December 2022
641,001
At 31 December 2021
641,001
17
Associates
Details of associates at 31 December 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Gastropass SL
Spain
Ordinary shares
20
Lienesch Limited
England & Wales
Ordinary shares
49
Investments in associates are recognised at cost less impairment.
18
Joint ventures
Details of joint ventures at 31 December 2022 are as follows:
Name of undertaking
Registered office
Interest
% Held
held
Direct
GV Barcelona SL
Spain
Ordinary shares
50.00
GV Barcelona SL in recognised in the consolidated financial statements using the equity method.
The net assets of GV Barcelona SL at 31 December 2022 were €44,281. The loss for the year ended 31 December 2022 was €171,625, of which €85,812 was attributable to the Group.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 30 -
19
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Country of
Nature of business
Class of
% Held
incorporation
shares held
Direct
Indirect
Global Blinds & Shutters Limited
England and Wales
Dormant company
Ordinary
100.00
0
Global International Trading Limited
England and Wales
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
100.00
0
Screen Vogue SL
Spain
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
0
60.00
Novo Europe BV
Netherlands
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
0
100.00
Zon-Comfort BV
Netherlands
Manufacture, installation and distribution of window blinds & window blind components.
Ordinary
0
100.00
Hampton Textile Printing Inc
USA
Manufacture and distribution of window blinds & window blind components
Ordinary
0
85.00
Style Realty Holdings LLC
USA
Property holding company
Ordinary
0
85.00
Style America LLC
USA
Dormant company
Ordinary
0
100.00
Style Romania GB Srl
Romania
Manufacture of window blinds & window blind components.
Ordinary
0
100.00
The Registered office of Global Blinds & Shutters Limited and Global International Trading Limited is 3 Williamsport Way, New Lion Barn Industrial Estate, Needham Market, IP6 8RW.
The Registered office of Screen Vogue SL is Calle Teodora Lamadrid 52-60, Local 1F, 08022, Barcelona, Spain.
The Registered office of Novo Europe BV and Zon-Comfort BV is Energiestraat 5, 2671 DE Naalwijk, The Netherlands.
The Registered office of Hampton Textile Printing Inc and Style Realty Holdings LLC is 2230 Eddie Williams Road, Johnson City, TN 37601, USA.
The Registered office of GBS Style Ro Srl is Bucureşti Sectorul 3, Bulevardul UNIRII, Nr. 61, Bloc F3, Scara 4, Etaj 2, Ap. 208
20
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Finished goods and goods for resale
2,952,004
3,486,328
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 31 -
21
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,768,533
1,496,175
Corporation tax recoverable
8,061
8,061
Amounts owed by group undertakings
-
-
437,344
116,114
Other debtors
1,335,825
1,472,709
Prepayments and accrued income
15,762
29,188
3,128,181
3,006,133
437,344
116,114
22
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans
24
34,257
514,007
Obligations under finance leases
25
81,270
97,367
Other borrowings
24
2,760,195
2,932,692
Trade creditors
2,220,843
1,908,780
Amounts owed to group undertakings
299,970
Corporation tax payable
19,041
Other taxation and social security
360,636
513,658
-
-
Other creditors
3,660,772
3,489,585
658,076
223,215
9,417,943
9,475,130
658,076
223,215
23
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
24
235,349
401,542
Obligations under finance leases
25
148,830
113,448
Other creditors
117,803
501,982
514,990
-
-
Bank loans and overdrafts are secured by a fixed and floating charge over the assets of the group.
Obligations under finance leases are secured on the fixed assets to which they relate.
Amounts included above which fall due after five years are as follows:
Payable by instalments
73,238
110,876
-
-
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 32 -
24
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
269,606
915,549
Loans from related parties
1,164,759
1,230,769
Other loans
1,595,436
1,701,923
3,029,801
3,848,241
-
-
Payable within one year
2,794,452
3,446,699
Payable after one year
235,349
401,542
The loan is secured by a legal charge over the freehold property of the Group.
The Group obtained a bank loans totalling £950,000 during 2017 which are repayable in instalments over 12 years. The loan attracts interest at 2% over the base rate which is 3.5% at the year end.
25
Finance lease obligations
Group
Company
2022
2021
2022
2021
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
81,270
97,367
In two to five years
148,830
113,448
230,100
210,815
-
-
Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is three years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
26
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
82,265
103,823
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 33 -
27
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
120
120
120
120
28
Deferred taxation
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2022
2021
Group
£
£
Accelerated capital allowances
49,248
101,519
Tax losses
(84,064)
-
Investments
(1,500)
(17,448)
Spare 1
188,839
188,840
152,523
272,911
The company has no deferred tax assets or liabilities.
Group
Company
2022
2022
Movements in the year:
£
£
Liability at 1 January 2022
272,911
-
Credit to profit or loss
(120,388)
-
Liability at 31 December 2022
152,523
-
The deferred tax liability set out above relates to accelerated capital allowances that are expected to reverse over the period that the underlying fixed assets are depreciated.
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 34 -
29
Operating lease commitments
Lessee
Operating lease payments represent rentals payable by the group for certain of its assets. Leases are negotiated for an average term of 3 years.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
105,308
110,772
-
-
Between two and five years
126,534
47,673
-
-
231,842
158,445
-
-
30
Controlling party
The group is controlled by the directors of Global Mergers and Acquisitions Limited.
31
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2022
2021
£
£
Aggregate compensation
152,500
152,500
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Sales
Purchases
2022
2021
2022
2021
£
£
£
£
Group
Entities over which the group has control, joint control or significant influence
240,948
419,760
135,395
86,214
Management fees
Interest payable
2022
2021
2022
2021
£
£
£
£
Group
Entities with control, joint control or significant influence over the company
-
-
44,304
-
Other related parties
114,818
135,143
-
-
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
31
Related party transactions
(Continued)
- 35 -
The following amounts were outstanding at the reporting end date:
Amounts owed to related parties
2022
2021
£
£
Group
Entities with control, joint control or significant influence over the group
-
44,643
Entities over which the group has control, joint control or significant influence
63,217
11,136
The following amounts were outstanding at the reporting end date:
Amounts owed by related parties
2022
2021
£
£
Group
Entities over which the group has control, joint control or significant influence
573,820
1,241,042
Other related parties
1,324,989
234,271
The other related parties balance relates to a companies under the control of directors of Global Mergers & Acquisitions Limited.
No guarantees have been given or received.
32
Cash generated from group operations
2022
2021
£
£
Loss for the year after tax
(1,400,153)
(659,432)
Adjustments for:
Share of results of associates and joint ventures
72,848
(100,343)
Taxation charged
46,068
83,314
Finance costs
359,775
64,363
Investment income
(22,855)
(19,887)
Gain on disposal of tangible fixed assets
(2,550)
-
Amortisation and impairment of intangible assets
92,650
140,722
Depreciation and impairment of tangible fixed assets
321,743
148,841
Movements in working capital:
Decrease in stocks
534,324
1,015,690
Increase in debtors
(122,048)
(330,987)
Increase/(decrease) in creditors
748,001
(299,402)
Cash generated from operations
627,803
42,879
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 36 -
33
Cash generated from/(absorbed by) operations - company
2022
2021
£
£
(Loss)/profit for the year after tax
(113,631)
295,900
Adjustments for:
Finance costs
44,304
Investment income
(403,000)
Movements in working capital:
Increase in debtors
(321,230)
(116,114)
Increase in creditors
434,861
223,214
Cash generated from/(absorbed by) operations
44,304
-
34
Analysis of changes in net debt - group
1 January 2022
Cash flows
Exchange rate movements
31 December 2022
£
£
£
£
Cash at bank and in hand
766,169
(436,147)
(52,635)
277,387
Borrowings excluding overdrafts
(3,848,241)
818,440
-
(3,029,801)
Obligations under finance leases
(210,815)
(19,285)
-
(230,100)
(3,292,887)
363,008
(52,635)
(2,982,514)
35
Prior period adjustment
Reconciliation of changes in equity - group
1 January
31 December
2021
2021
£
£
Adjustments to prior year
Revaluation of land and buildings
850,185
796,568
Equity as previously reported
3,005,834
2,054,437
Equity as adjusted
3,856,019
2,851,005
Analysis of the effect upon equity
Profit and loss reserves
850,185
796,568
GLOBAL MERGERS & ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
35
Prior period adjustment
(Continued)
- 37 -
Reconciliation of changes in loss for the previous financial period
2021
£
Adjustments to prior year
Revaluation of land and buildings
(53,617)
Loss as previously reported
(706,158)
Loss as adjusted
(759,775)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
2021
£
Adjustments to prior year
Total adjustments
-
Profit as previously reported
295,900
Profit as adjusted
295,900
Notes to reconciliation
As described in note 2, the directors have chosen to amend the accounting policy in respect of freehold land and buildings from a historical cost basis to a valuation basis.
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