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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: H S Ahuja
Vinar N.V.





SECRETARY: N A O Qazi





REGISTERED OFFICE: Sun House
428 Long Drive
Greenford
Middlesex
UB6 8UH





REGISTERED NUMBER: 13044859 (England and Wales)





AUDITORS: Xeinadin Audit Limited
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:





H S Ahuja - Director


6 March 2024

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.

H S Ahuja
Vinar N.V.

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:





H S Ahuja - Director


6 March 2024

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.




John D Lee FCA (Senior Statutory Auditor)
for and on behalf of Xeinadin Audit Limited
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD

7 March 2024

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

(2,678

)

490
(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 57,223 57,223
57,223 57,223

CURRENT ASSETS
Debtors 13 14 350

CREDITORS
Amounts falling due within one year 14 13,345 8,135
NET CURRENT LIABILITIES (13,331 ) (7,785 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

43,892

49,438

CREDITORS
Amounts falling due after more than
one year

15

28,750

35,000
NET ASSETS 15,142 14,438

CAPITAL AND RESERVES
Called up share capital 19 1,000 1,000
Share premium 14,063 14,063
Retained earnings 79 (625 )
SHAREHOLDERS' FUNDS 15,142 14,438

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 have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 6 March 2024 and were signed on its behalf by:




H S Ahuja - Director



Vinar N.V. - Director


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 1,000 (399 ) 14,063 14,664

Changes in equity
Total comprehensive income - (226 ) - (226 )
Balance at 31 December 2021 1,000 (625 ) 14,063 14,438

Changes in equity
Total comprehensive income - 704 - 704
Balance at 31 December 2022 1,000 79 14,063 15,142

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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
Goodwill, being the amount paid in connection with the acquisition of a business in 0, is being amortised evenly over its estimated useful life of nil years.

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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of four years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost
Plant and machinery - 25% on cost
Fixtures and fittings - 25% on cost
Motor vehicles - 25% on cost
Computer equipment - 25% on cost

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
82 86

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 57,223
NET BOOK VALUE
At 31 December 2022 57,223
At 31 December 2021 57,223


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 - 350
Other debtors 2,011 704 - -
VAT 662 483 - -
Deferred tax asset 31 1 - -
Prepayments 1,240 1,045 14 -
24,497 22,590 14 350

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 5,000 3,135
Trade creditors 26,189 22,103 15 -
Amounts owed to group undertakings 7,030 2,968 8,330 5,000
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 13,345 8,135

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 19,750 26,000
Amounts owed to group undertakings 9,000 9,000 9,000 9,000
28,750 35,000 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 - - 135
Bank loans 19,939 17,900 5,000 3,000
19,943 17,900 5,000 3,135
Amounts falling due between one and two years:
Bank loans - 1-2 years 19,750 26,000 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
1,000,000 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 )