REGISTERED NUMBER: 13044859 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
Sun Mark International Limited |
REGISTERED NUMBER: 13044859 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
Sun Mark International Limited |
Sun Mark International Limited (Registered number: 13044859) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 15 |
Consolidated Statement of Changes in Equity | 17 |
Company Statement of Changes in Equity | 18 |
Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 20 |
Sun Mark International Limited |
Company Information |
for the Year Ended 31 December 2022 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
8th Floor Becket House |
36 Old Jewry |
London |
EC2R 8DD |
Sun Mark International Limited (Registered number: 13044859) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
The directors present their strategic report of the company and the group for the year ended 31 December 2022. |
Sun Mark International is a consumer goods company with its own branded range of food and beverages, some of which are market leaders in various countries. The company is also a celebrated distributor of famous food brands and works closely with companies, including Nestle, Mondelez, Mars and many others. During the year, the company's majority shareholding was acquired by an investment company with a focus on developing Sun Mark's own label range and strategic brand owners who work closely with Sun Mark International. |
REVIEW OF BUSINESS |
2022 has been a more successful year than 2021, largely driven by the global recovery from the COVID pandemic. The company's focus was on high quality earnings and to drive geographic expansion into new markets and customers, through continued focus on own label and strategic products, which helped to increase turnover to £128.2m (FY 2021: £111.2m). Higher than normal freight charges, aligned to global trends, continued to impact the business in early 2022, although by the end of the year Freight had decreased to normal levels. 2022 also saw sharp increase in Global Interest rates, which significantly increased the Interest cost to the business to £2.1m. |
EBITDA for the Financial year improved significantly to £5.4m, after the exceptional balance sheet write offs across 2021, and cash generated from operations was strong at £6.4m. |
Key Performance Indicators |
31 December 2022 | 1 December - 31 December 2021 |
£m | £m |
Turnover | 128.2 | 10.9 |
Gross Profit | 15.9 | 2.1 |
EBITDA | 5.4 | 1.0 |
EBITDA (excluding exceptional items) |
5.4 |
1.4 |
Included within 2021 exceptional items is £430k of joint venture write offs. |
Sun Mark International Limited (Registered number: 13044859) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principle risks of the company are foreign exchange, credit risk and interest rate risk. |
Foreign exchange fluctuations |
The company makes sales and purchases in foreign currencies, primarily EUR & USD, and so is exposed to fluctuations in these currencies. To mitigate the risk the company partially hedges on a forward basis. |
Credit Risk |
The company strictly monitors amounts outstanding from customers and grants credit only to established customers. |
Interest Rate Risk |
The company ensures that it has sufficient cash to meet rising interest rates. |
Strategy |
The primary focus of the company is to increase sales of the company's own brand products and develop new ones in line with user tastes and requirements. |
It will do this through building on existing distributor relationships and develop new ones in new markets. |
SECTION 172(1) STATEMENT |
The Directors have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholder and matters set out in s172 (1) (a-f) of the Companies Act 2006) for the decisions taken during the year ended 31 December 2022. |
ENGAGEMENT WITH EMPLOYEES |
Employees are our key asset and central to growing sales and profit. We strive to retain people for the long term and our recruitment strategy is based on offering long, sometimes lifetime careers in fairly paid and stable jobs. We invest in training and development for all our staff. |
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
Our business has continued to grow well and recovered strongly post COVID, with all the risks related to trading, business development and financing well managed and satisfactorily accepted by our suppliers, customers, and co-operative partners. |
BUSINESS RELATIONSHIPS |
We value long term relationships with our customers and suppliers and many of our trading relationships are over 15 years old. The company actively engages with its customers and suppliers to understand their business needs and improve collaborative working relationships. We continue to work diligently to improve our services. |
Sun Mark International Limited (Registered number: 13044859) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
SHAREHOLDERS |
Our shareholders engage fully with our strategy, objectives and performance, supported by regular board meetings. |
ON BEHALF OF THE BOARD: |
Sun Mark International Limited (Registered number: 13044859) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2022. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
POLITICAL DONATIONS AND EXPENDITURE |
During the period the company made the following contributions: |
The Conservative Party and related organisations £200 (2021: £10,340). |
In addition to the above, the company made £300 (2021: £9,207) of charitable donations. |
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. |
STREAMLINED ENERGY AND CARBON REPORTING |
The Group has taken the option to exclude from the report, any energy and carbon information relating to its subsidiaries where the subsidiaries would not themselves be obliged to include if reporting on their own account. The subsidiary Sun Mark Limited qualifies and has been disclosed on their own account and below: |
Sun Mark Limited |
The Company's greenhouse gas emissions and energy consumption for the year from 1 January 2022 to 31 December 2022 are; |
- UK Energy Use: 106,230 kWh (2021: 286,208 kWh) |
- Associated Greenhouse gas emissions due to UK energy use: 10 tCO2e (2021: 62 tCO2e) |
- Intensity Ratio: 0.1 kgCO2e per sq. ft (2021: 0.8 kgCO2e carbon per sq.ft) |
UK energy use covers gas, electricity and transport for the company. |
ESOS methodology has been used to calculate the emissions and energy consumption information disclosed. |
The company has taken actions to increase energy efficiency including moving to remote home working and implementing use of video conferencing. |
Sun Mark International Limited (Registered number: 13044859) |
Report of the Directors |
for the Year Ended 31 December 2022 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Sun Mark International Limited |
Qualified opinion |
We have audited the financial statements of Sun Mark International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion, except for the effects of the matter described in the Basis for qualified opinion section, the financial statements: |
- give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2022 and of the group's profit 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. |
Report of the Independent Auditors to the Members of |
Sun Mark International Limited |
Basis for qualified opinion |
The audit opinion has been qualified for 31 December 2022 as a result of the comparative financial statements having a disclaimed opinion. |
The comparative figures were subject to a qualified opinion from the limitation on the scope of our work relating to inventory in the main trading subsidiary Sun Mark Limited. We were not appointed as auditors until after 31 December 2021 and thus did not observe the counting of physical inventories at the beginning and end of that year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2020 and 2021. Consequently we were unable to determine whether any adjustment to this amount at 31 December 2021 was necessary or whether there was any consequential effect on the cost of sales for the year ended 21 December 2022. |
In addition, management have processed a significant number of adjustments to their originally reported 2021 financial statements for Sun Mark Limited which we have been unable to verify. An amount of £19.3m was written off that included £10m of distribution costs, £7.5m of distributor fees both previously treated as assets, and a provision made against £1.8m of intercompany balances where financial statements of other group companies showed inconsistent positions with those of Sun Mark Limited. Furthermore, management have made £3.5m of prior year adjustments which included a £4m joint venture write off, £900k of goodwill write off and recognising a further corporation tax liability of £400k. We were unable to ascertain with sufficient certainty whether all the adjustments should have been processed in the year to December 2021 or an earlier accounting period. |
For these reasons the audit opinion on the financial statements of Sun Mark Limited to 31 December 2021 was disclaimed. As these financial statements, along with management accounts through the period, form the basis of the group financial statements for the period ended 31 December 2021, the audit opinion on the group financial statements was also disclaimed. |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 qualified opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Report of the Independent Auditors to the Members of |
Sun Mark International Limited |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
Except for the matter described in the Basis for qualified opinion section of our report, 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 directors' report. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Sun Mark International Limited |
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: |
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
The following laws and regulations were identified as being of significance to the entity: |
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. |
- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include food safety and hygiene legislation, health and safety legislation and ISO 9000 standards for quality assurance and management. |
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 |
8th Floor Becket House |
36 Old Jewry |
London |
EC2R 8DD |
Sun Mark International Limited (Registered number: 13044859) |
Consolidated Income Statement |
for the Year Ended 31 December 2022 |
Year Ended | Period |
31.12.22 | 1.12.21 to 31.12.21 |
Notes | £'000 | £'000 | £'000 | £'000 |
TURNOVER | 3 | 128,173 | 10,948 |
Cost of sales | 112,291 | 8,833 |
GROSS PROFIT | 15,882 | 2,115 |
Distribution costs | 341 | 439 |
Administrative expenses | 16,152 | 894 |
16,493 | 1,333 |
(611 | ) | 782 |
Other operating income | 87 | 32 |
OPERATING (LOSS)/PROFIT | 5 | (524 | ) | 814 |
Interest receivable and similar income | - | 2 |
(524 | ) | 816 |
Interest payable and similar expenses | 6 | 2,096 | 253 |
(LOSS)/PROFIT BEFORE TAXATION | (2,620 | ) | 563 |
Tax on (loss)/profit | 7 | 58 | 73 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (2,678 | ) | 490 |
Sun Mark International Limited (Registered number: 13044859) |
Consolidated Other Comprehensive Income |
for the Year Ended 31 December 2022 |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
Notes | £'000 | £'000 |
(LOSS)/PROFIT FOR THE YEAR | (2,678 | ) | 490 |
OTHER COMPREHENSIVE INCOME |
Foreign exchange differences | (867 | ) | 164 |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(867 |
) |
164 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(3,545 |
) |
654 |
Total comprehensive income attributable to: |
Owners of the parent | (3,545 | ) | 654 |
Sun Mark International Limited (Registered number: 13044859) |
Consolidated Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 9 | 56,546 | 54,972 |
Tangible assets | 10 | 756 | 200 |
Investments | 11 | 25 | 25 |
57,327 | 55,197 |
CURRENT ASSETS |
Stocks | 12 | 5,783 | 9,318 |
Debtors | 13 | 24,497 | 22,590 |
Cash at bank and in hand | 248 | 5,178 |
30,528 | 37,086 |
CREDITORS |
Amounts falling due within one year | 14 | 55,430 | 50,108 |
NET CURRENT LIABILITIES | (24,902 | ) | (13,022 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
32,425 |
42,175 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(28,750 |
) |
(35,000 |
) |
PROVISIONS FOR LIABILITIES | 18 | (145 | ) | (99 | ) |
NET ASSETS | 3,530 | 7,076 |
Sun Mark International Limited (Registered number: 13044859) |
Consolidated Balance Sheet - continued |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £'000 | £'000 | £'000 | £'000 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 1,000 | 1,000 |
Share premium | 20 | 14,063 | 14,063 |
Other reserves | 20 | (1,019 | ) | (152 | ) |
Retained earnings | 20 | (10,514 | ) | (7,835 | ) |
SHAREHOLDERS' FUNDS | 3,530 | 7,076 |
The financial statements were approved by the Board of Directors and authorised for issue on 6 March 2024 and were signed on its behalf by: |
Vinar N.V. - Director |
H S Ahuja - Director |
Sun Mark International Limited (Registered number: 13044859) |
Company Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Share premium |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS |
Company's profit/(loss) for the financial year |
704 |
(226 |
) |
Sun Mark International Limited (Registered number: 13044859) |
Company Balance Sheet - continued |
31 December 2022 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Sun Mark International Limited (Registered number: 13044859) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Share | Other | Total |
capital | earnings | premium | reserves | equity |
£'000 | £'000 | £'000 | £'000 | £'000 |
Balance at 1 December 2021 | 1,000 | (8,325 | ) | 14,063 | (316 | ) | 6,422 |
Changes in equity |
Total comprehensive income | - | 490 | - | 164 | 654 |
Balance at 31 December 2021 | 1,000 | (7,835 | ) | 14,063 | (152 | ) | 7,076 |
Changes in equity |
Total comprehensive income | - | (2,678 | ) | - | (867 | ) | (3,545 | ) |
Balance at 31 December 2022 | 1,000 | (10,513 | ) | 14,063 | (1,019 | ) | 3,531 |
Sun Mark International Limited (Registered number: 13044859) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 December 2021 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2021 | ( |
) |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 December 2022 |
Sun Mark International Limited (Registered number: 13044859) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
Notes | £'000 | £'000 |
Cash flows from operating activities |
Cash generated from operations | 22 | (1,316 | ) | 1,556 |
Interest paid | (2,096 | ) | (253 | ) |
Government grants | - | 10 |
Tax paid | (419 | ) | - |
Net cash from operating activities | (3,831 | ) | 1,313 |
Cash flows from investing activities |
Purchase of intangible fixed assets | 294 | (97 | ) |
Purchase of tangible fixed assets | (669 | ) | - |
Interest received | - | 2 |
Net cash from investing activities | (375 | ) | (95 | ) |
Cash flows from financing activities |
Loan repayments in period | (4,211 | ) | (40 | ) |
Parent company loan | 4,276 | (489 | ) |
Amount introduced by directors | 74 | - |
Foreign exchange gain/(loss) | (867 | ) | 164 |
Net cash from financing activities | (728 | ) | (365 | ) |
(Decrease)/increase in cash and cash equivalents | (4,934 | ) | 853 |
Cash and cash equivalents at beginning of year |
23 |
5,178 |
4,325 |
Cash and cash equivalents at end of year |
23 |
244 |
5,178 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
Sun Mark International Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Significant judgements and estimates |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying value 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 both current and future periods. |
Critical judgements |
The following judgements have had the most significant effect on the amounts recognised in the |
financial statements. |
Useful lives of intangibles |
The charge in respect of periodic amortisation is derived after determining an estimate of an asset's expected useful life. The useful lives of the group's intangible assets are determined by management at the time the asset is acquired and reviewed at least annually for appropriateness. The lives are based on an estimated future period that economic benefit is expected to be derived. |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received ot receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: |
Sale of goods |
Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
- the Company has transferred the significant risks and rewards of ownership to the buyer; |
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
- the amount of turnover can be measured reliably; |
- it is probable that the Company will receive the consideration due under the transaction; and |
- the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Goodwill |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Freehold property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Creditors |
Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Derivatives |
Contracts to buy or sell non-financial items such as commodity, inventory, property, plant and equipment for own use are not considered to be financial instruments. Derivatives including forward foreign exchange contracts are not basic financial instruments. |
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of forward foreign exchange contracts are recognised in the income statement in cost of sales. |
The fair value of forward exchange contracts is determined using valuation techniques that utilise observable inputs. The key assumptions used in valuing forward foreign exchange contracts are the forward exchange rates relating to the relevant currency pairs and maturity dates. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
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. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
The accounts have been prepared on the basis of the group being a going concern despite the net current liabilities position shown at the year end. The group has ready access to financial resources, to support the group for another year from the date of signing the accounts making the going concern basis appropriate. |
3. | TURNOVER |
The turnover and loss (2021 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Africa | 55,588 | 5,188 |
Middle east | 36,084 | 2,358 |
United Kingdom | 11,558 | 1,224 |
Rest of world | 24,943 | 2,178 |
128,173 | 10,948 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
4. | EMPLOYEES AND DIRECTORS |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Wages and salaries | 3,520 | 241 |
Social security costs | 365 | 24 |
Other pension costs | 122 | 4 |
4,007 | 269 |
The average number of employees during the year was as follows: |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
Sales & warehousing | 61 | 65 |
Support, HR & finance | 15 | 17 |
Senior management | 5 | 3 |
Director | 1 | 1 |
The average number of employees by undertakings that were proportionately consolidated during the year was 82 (2021 - 86 ) . |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£ | £ |
Directors' remuneration | 157,500 | 11,877 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
5. | OPERATING (LOSS)/PROFIT |
The operating loss (2021 - operating profit) is stated after charging/(crediting): |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Hire of plant and machinery | 30 | 1 |
Other operating leases | 872 | 69 |
Depreciation - owned assets | 113 | 16 |
Loss/(profit) on disposal of fixed assets | 3 | (2 | ) |
Goodwill amortisation | 4,670 | 138 |
Patents and licences amortisation | 1,125 | 21 |
Computer software amortisation | 44 | 2 |
Auditors' remuneration | 62 | 10 |
Foreign exchange differences | 179 | 115 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Bank interest | 162 | - |
Bank loan interest | 1,901 | 253 |
HMRC interest | 33 | - |
2,096 | 253 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Current tax: |
UK corporation tax | 87 | 103 |
Deferred tax | (29 | ) | (30 | ) |
Tax on (loss)/profit | 58 | 73 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
7. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
31.12.22 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Foreign exchange differences | (867 | ) | - | (867 | ) |
1.12.21 to 31.12.21 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Foreign exchange differences | 164 | - | 164 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and | Computer |
Goodwill | licences | software | Totals |
£'000 | £'000 | £'000 | £'000 |
COST |
At 1 January 2022 | 49,859 | 10,946 | 117 | 60,922 |
Additions | - | 7,351 | 62 | 7,413 |
At 31 December 2022 | 49,859 | 18,297 | 179 | 68,335 |
AMORTISATION |
At 1 January 2022 | 4,928 | 994 | 28 | 5,950 |
Amortisation for year | 4,670 | 1,125 | 44 | 5,839 |
At 31 December 2022 | 9,598 | 2,119 | 72 | 11,789 |
NET BOOK VALUE |
At 31 December 2022 | 40,261 | 16,178 | 107 | 56,546 |
At 31 December 2021 | 44,931 | 9,952 | 89 | 54,972 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
9. | INTANGIBLE FIXED ASSETS - continued |
Group |
Included within Goodwill (£'000): |
The Goodwill on the acquisition of Sun Mark Limited has a carrying value of £10,725 with a remaining amortisation period of 8 years and 1 month. |
The Goodwill on the acquisition of Sun Mark (Gulf) DMCC has a carrying value of £20,496 with a remaining amortisation period of 8 years and 1 month. |
The Goodwill on the acquisition of Bulldog Power Limited has a carrying value of £4,214 with a remaining amortisation period of 8 years and 1 month. |
The Goodwill on the acquisition of Sun Mark (Gulf) DMCC Limited has a carrying value of £3,702 with a remaining amortisation period of 8 years and 11 months. |
Included within Patents & licenses (£'000): |
The 'Bullet' energy drink license has a carrying value of £8,083 with a remaining amortisation period of 8 years and 1 month. |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and |
property | machinery | fittings |
£'000 | £'000 | £'000 |
COST |
At 1 January 2022 | - | 39 | 289 |
Additions | 653 | 2 | 14 |
At 31 December 2022 | 653 | 41 | 303 |
DEPRECIATION |
At 1 January 2022 | - | 14 | 116 |
Charge for year | 13 | 14 | 85 |
At 31 December 2022 | 13 | 28 | 201 |
NET BOOK VALUE |
At 31 December 2022 | 640 | 13 | 102 |
At 31 December 2021 | - | 25 | 173 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Motor | Computer |
vehicles | equipment | Totals |
£'000 | £'000 | £'000 |
COST |
At 1 January 2022 | 4 | 2 | 334 |
Additions | - | - | 669 |
At 31 December 2022 | 4 | 2 | 1,003 |
DEPRECIATION |
At 1 January 2022 | 2 | 2 | 134 |
Charge for year | 1 | - | 113 |
At 31 December 2022 | 3 | 2 | 247 |
NET BOOK VALUE |
At 31 December 2022 | 1 | - | 756 |
At 31 December 2021 | 2 | - | 200 |
11. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in joint | Listed |
venture | investments | Totals |
£'000 | £'000 | £'000 |
COST |
At 1 January 2022 |
and 31 December 2022 | - | 25 | 25 |
PROVISIONS |
Provision for year | (667 | ) | - | (667 | ) |
Impairments | 667 | - | 667 |
At 31 December 2022 | - | - | - |
NET BOOK VALUE |
At 31 December 2022 | - | 25 | 25 |
At 31 December 2021 | - | 25 | 25 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
11. | FIXED ASSET INVESTMENTS - continued |
Company |
Shares in |
group |
undertakings |
£'000 |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
The company's investments at the balance sheet date in the share capital of companies include the |
following: |
Direct subsidiaries |
Name |
Activity |
Class of share |
Percentage held |
Sun Mark Limited | Wholesale of beverages | Ordinary | 100% |
Sea, Air & Land Forwarding Limited | Freight and forwarding | Ordinary | 100% |
Sun Mark Netherlands B.V. | Wholesale of beverages | Ordinary | 100% |
Sun Mark (Gulf) DMCC | Wholesale of beverages | Ordinary | 100% |
Sun Mark Gulf (Holdings) Limited | Holding company | Ordinary | 100% |
100% |
Indirect Subsidiaries |
Name |
Activity |
Class of share |
Percentage held |
Bulldog Power Ltd | Wholesale of beverages | Ordinary | 100% |
Sun Mark Global General Trading LLC | Wholesale of beverages | Ordinary | 100% |
MS Sun Mark Nigeria Limited | Wholesale of beverages | Ordinary | 100% |
12. | STOCKS |
Group |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Stocks | 5,783 | 9,318 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£'000 | £'000 | £'000 | £'000 |
Trade debtors | 20,553 | 12,438 |
Amounts owed by group undertakings | - | 7,919 |
Other debtors | 2,011 | 704 |
VAT | 662 | 483 |
Deferred tax asset | 31 | 1 | - | - |
Prepayments | 1,240 | 1,045 |
24,497 | 22,590 |
Deferred tax asset |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£'000 | £'000 | £'000 | £'000 |
Deferred tax | 31 | 1 | - | - |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£'000 | £'000 | £'000 | £'000 |
Bank loans and overdrafts (see note 16) | 19,943 | 17,900 |
Trade creditors | 26,189 | 22,103 |
Amounts owed to group undertakings | 7,030 | 2,968 |
Tax | 302 | 634 |
Social security and other taxes | 92 | 318 |
Other creditors | 31 | 2,376 |
Directors' current accounts | 76 | 2 | - | - |
Accrued expenses | 1,767 | 3,807 |
55,430 | 50,108 |
Bank loans and overdraft facilities are secured on the property and all assets of the group. |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£'000 | £'000 | £'000 | £'000 |
Bank loans (see note 16) | 19,750 | 26,000 |
Amounts owed to group undertakings | 9,000 | 9,000 | 9,000 | 9,000 |
28,750 | 35,000 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£'000 | £'000 | £'000 | £'000 |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 4 | - |
Bank loans | 19,939 | 17,900 |
19,943 | 17,900 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 19,750 | 26,000 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Within one year | 849 | 813 |
Between one and five years | 461 | 320 |
In more than five years | 1,333 | 2,133 |
2,643 | 3,266 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
18. | PROVISIONS FOR LIABILITIES |
Group |
31.12.22 | 31.12.21 |
£'000 | £'000 |
Other provisions | 145 | 99 |
Aggregate amounts | 145 | 99 |
Group |
Deferred | Other |
tax | provisions |
£'000 | £'000 |
Balance at 1 January 2022 | (1 | ) | 99 |
Provided during year | (2 | ) | 46 |
Credit to Income Statement during year | (29 | ) | - |
Balance at 31 December 2022 | (32 | ) | 145 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | £'000 | £'000 |
Ordinary | £1 | 1,000 | 1,000 |
20. | RESERVES |
Group |
Retained | Share | Other |
earnings | premium | reserves | Totals |
£'000 | £'000 | £'000 | £'000 |
At 1 January 2022 | (7,836 | ) | 14,063 | (152 | ) | 6,075 |
Deficit for the year | (2,678 | ) | (2,678 | ) |
Forex Reserve | - | - | (867 | ) | (867 | ) |
At 31 December 2022 | (10,514 | ) | 14,063 | (1,019 | ) | 2,530 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
21. | ULTIMATE PARENT COMPANY |
Vinar N.V. (incorporated in Belgium ) is regarded by the directors as being the company's ultimate parent company. |
Vinar N.V. |
98 Beringersteenweg |
3520 Zonhoven |
Belgium |
22. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.12.21 |
Year Ended | to |
31.12.22 | 31.12.21 |
£'000 | £'000 |
(Loss)/profit before taxation | (2,620 | ) | 563 |
Depreciation charges | 5,951 | 180 |
Profit on disposal of fixed assets | - | (2 | ) |
Deferred Tax | 45 | (2 | ) |
Government grants | - | (10 | ) |
Finance costs | 2,096 | 253 |
Finance income | - | (2 | ) |
5,472 | 980 |
Decrease/(increase) in stocks | 2,397 | (2,750 | ) |
(Increase)/decrease in trade and other debtors | (9,796 | ) | 472 |
Increase in trade and other creditors | 611 | 2,854 |
Cash generated from operations | (1,316 | ) | 1,556 |
23. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£'000 | £'000 |
Cash and cash equivalents | 248 | 5,178 |
Bank overdrafts | (4 | ) | - |
244 | 5,178 |
Period ended 31 December 2021 |
31.12.21 | 1.12.21 |
£'000 | £'000 |
Cash and cash equivalents | 5,178 | 4,325 |
Sun Mark International Limited (Registered number: 13044859) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
24. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.1.22 | Cash flow | At 31.12.22 |
£'000 | £'000 | £'000 |
Net cash |
Cash at bank and in hand | 5,178 | (4,930 | ) | 248 |
Bank overdrafts | - | (4 | ) | (4 | ) |
5,178 | (4,934 | ) | 244 |
Debt |
Debts falling due within 1 year | (17,900 | ) | (2,039 | ) | (19,939 | ) |
Debts falling due after 1 year | (26,000 | ) | 6,250 | (19,750 | ) |
(43,900 | ) | 4,211 | (39,689 | ) |
Total | (38,722 | ) | (723 | ) | (39,445 | ) |