Caseware UK (AP4) 2022.0.179 2022.0.179 2023-06-302023-06-302023-06-305The principal activity of the group in the year under review was that of international freight management, customs clearance, compound service and lorry parking facilities.4false2022-07-01falsefalse 00934538 2022-07-01 2023-06-30 00934538 2023-06-30 00934538 2021-07-01 2022-06-30 00934538 2022-06-30 00934538 2021-07-01 00934538 c:CompanySecretary1 2022-07-01 2023-06-30 00934538 c:Director1 2022-07-01 2023-06-30 00934538 c:Director2 2022-07-01 2023-06-30 00934538 c:Director2 2023-06-30 00934538 c:Director3 2022-07-01 2023-06-30 00934538 c:Director4 2022-07-01 2023-06-30 00934538 c:RegisteredOffice 2022-07-01 2023-06-30 00934538 d:Buildings 2022-07-01 2023-06-30 00934538 d:Buildings d:LongLeaseholdAssets 2022-07-01 2023-06-30 00934538 d:PlantMachinery 2022-07-01 2023-06-30 00934538 d:MotorVehicles 2022-07-01 2023-06-30 00934538 d:FurnitureFittings 2022-07-01 2023-06-30 00934538 d:FurnitureFittings 2023-06-30 00934538 d:FurnitureFittings 2022-06-30 00934538 d:FurnitureFittings d:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 00934538 d:OfficeEquipment 2022-07-01 2023-06-30 00934538 d:OtherPropertyPlantEquipment 2023-06-30 00934538 d:OtherPropertyPlantEquipment 2022-06-30 00934538 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 00934538 d:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 00934538 d:Goodwill 2022-07-01 2023-06-30 00934538 d:CurrentFinancialInstruments 2023-06-30 00934538 d:CurrentFinancialInstruments 2022-06-30 00934538 d:Non-currentFinancialInstruments 2023-06-30 00934538 d:Non-currentFinancialInstruments 2022-06-30 00934538 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 00934538 d:CurrentFinancialInstruments d:WithinOneYear 2022-06-30 00934538 d:ShareCapital 2023-06-30 00934538 d:ShareCapital 2022-06-30 00934538 d:ShareCapital 2021-07-01 00934538 d:CapitalRedemptionReserve 2022-07-01 2023-06-30 00934538 d:CapitalRedemptionReserve 2023-06-30 00934538 d:CapitalRedemptionReserve 2022-06-30 00934538 d:CapitalRedemptionReserve 2021-07-01 00934538 d:RevaluationReserve 2022-07-01 2023-06-30 00934538 d:RevaluationReserve 2023-06-30 00934538 d:RevaluationReserve 2022-06-30 00934538 d:RevaluationReserve 2021-07-01 00934538 d:ForeignCurrencyTranslationReserve 2022-07-01 2023-06-30 00934538 d:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 00934538 d:RetainedEarningsAccumulatedLosses 2023-06-30 00934538 d:RetainedEarningsAccumulatedLosses 2021-07-01 2022-06-30 00934538 d:RetainedEarningsAccumulatedLosses 2022-06-30 00934538 d:RetainedEarningsAccumulatedLosses 2021-07-01 00934538 c:OrdinaryShareClass1 2022-07-01 2023-06-30 00934538 c:OrdinaryShareClass1 2023-06-30 00934538 c:OrdinaryShareClass1 2022-06-30 00934538 c:OrdinaryShareClass2 2022-07-01 2023-06-30 00934538 c:OrdinaryShareClass2 2023-06-30 00934538 c:OrdinaryShareClass2 2022-06-30 00934538 c:FRS102 2022-07-01 2023-06-30 00934538 c:Audited 2022-07-01 2023-06-30 00934538 c:FullAccounts 2022-07-01 2023-06-30 00934538 c:PrivateLimitedCompanyLtd 2022-07-01 2023-06-30 00934538 d:Subsidiary1 2022-07-01 2023-06-30 00934538 d:Subsidiary1 1 2022-07-01 2023-06-30 00934538 d:Subsidiary2 2022-07-01 2023-06-30 00934538 d:Subsidiary2 1 2022-07-01 2023-06-30 00934538 d:Subsidiary3 2022-07-01 2023-06-30 00934538 d:Subsidiary3 1 2022-07-01 2023-06-30 00934538 d:Subsidiary4 2022-07-01 2023-06-30 00934538 d:Subsidiary4 1 2022-07-01 2023-06-30 00934538 d:Subsidiary5 2022-07-01 2023-06-30 00934538 d:Subsidiary5 1 2022-07-01 2023-06-30 00934538 d:Subsidiary6 2022-07-01 2023-06-30 00934538 d:Subsidiary6 1 2022-07-01 2023-06-30 00934538 d:Subsidiary7 2022-07-01 2023-06-30 00934538 d:Subsidiary7 1 2022-07-01 2023-06-30 00934538 d:Subsidiary8 2022-07-01 2023-06-30 00934538 d:Subsidiary8 1 2022-07-01 2023-06-30 00934538 d:Subsidiary9 2022-07-01 2023-06-30 00934538 d:Subsidiary9 1 2022-07-01 2023-06-30 00934538 d:Subsidiary10 2022-07-01 2023-06-30 00934538 d:Subsidiary10 1 2022-07-01 2023-06-30 00934538 c:Consolidated 2023-06-30 00934538 c:ConsolidatedGroupCompanyAccounts 2022-07-01 2023-06-30 00934538 6 2022-07-01 2023-06-30 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 00934538







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2023


SOMMER HOLDINGS LTD






































img0403.png                        

 


SOMMER HOLDINGS LTD
 


 
COMPANY INFORMATION


Directors
C E R Sommer 
C J Sommer 
C Sommer 




Company secretary
C E R Sommer



Registered number
00934538



Registered office
Farthings
Staples Hill

Kirdford

Nr Billingshurst

West Sussex

RH14 0JL




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

1st Floor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


SOMMER HOLDINGS LTD
 



CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15 - 16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 37


 


SOMMER HOLDINGS LTD
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023

Business review
 
The principal activity of the Group in the year under review was that of international freight management, customs clearance, compound service and lorry parking facilities. The Group has subsidiaries in the UK, Hong Kong, China, and the USA.
During the year, the Group has continued to work with its network of global partners to give our clients a high quality of service. With air, sea and overland freight management, warehousing capabilities, and customs clearance, we have provided smart solutions that meet our customers’ requirements. With an innovative and creative management team, we continue to win customers with a high level of service and pricing which some of our larger competitors cannot match.
This year, the Group’s performance is in line with the directors’ expectations in the two main subsidiaries, ChannelPorts Ltd and World Transport Agency Limited.
The extraordinary business conditions of 2021/22 driven by the impact of COVID on the global logistics business was not replicated in 2022/23. This impacted both main subsidiaries.
ChannelPorts Ltd saw a decline in Turnover of 7% without an associated drop in Cost of Sales. As such, ChannelPorts Ltd posted a £11.5 million Gross Profit, down £1.1 million from 2021/22. Administrative Expenses reduced in line with Turnover and the result was a Profit Before Tax of £5.2 million (a 14% decrease vs 2021/22). In December 2022, ChannelPorts purchased the freehold of their headquarters, a motorway service station (STOP24, Folkestone) as both an investment and to ensure continued delivery lorry parking services.
A sense of normality returned to global logistics in 2022/23 with freight rates returning to near pre pandemic levels. It was, however, evident that companies had been stockpiling, and as such, volumes were down. Turnover in World Transport Agency Limited fell from £84.3M to £53.5M driven by an associated drop in Cost of Sales (2022/23 £45.5 million vs 2021/22 £76.3 million) meaning that Gross Profit in 2022/23 remained flat at £8.0 million. Administration costs increased primarily driven by investments in Technology, wage inflation and the addition of new group senior leaders to drive the business into its next stage of development. Correspondingly, Profit Before Tax was £1.9M in 2022/23, a decrease of 28%. 
The Group continues to remain financially strong with Net Assets of £24 million and a high level of liquidity.

Future developments

The Group will continue to develop its business activities by increasing its expertise and focus on selected industries and investing in the digitalisation of all its service products, whilst evaluating efficiency opportunities.
The investment in customs clearance digital software has put the Group in a market leading position to exploit the ongoing opportunities for UK/EU RORO custom clearances.
The Global Economic and Political landscape is complex and ever-changing resulting in uncertainty and price pressure as customers seek to maintain margins. The Group continually reviews its geographic footprint to align with changes in customer strategies around geographic production risk.
The Group has been positively impacted by higher interest rates as the strength of the liquid assets do not require the Group to borrow. 

Page 1

 


SOMMER HOLDINGS LTD
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Principal risks and uncertainties
 
The management of the business and the execution of the Group’s strategy are subject to a number of risks.
The principal risks and uncertainties faced by the Group are operational risk, reputation risk and product warranty risk. To a lesser extent, the Group also faces credit and liquidity risk.
Operational risk is managed and mitigated through the maintenance of appropriate systems, processes and controls and
training of staff to maintain the quality of the services provided. Operational risk is further mitigated by professional indemnity and public liability insurance.
Credit risk is managed by ensuring the credit worthiness of clients and institutions where cash is deposited. Liquidity risk is mitigated by daily monitoring of cash requirements to ensure sufficient cash reserves are in place to meet actual and
forecast requirements of the Group.
Whilst the Group is not immune to the effects of a macro-level recession of the economy, the business model is long term and historic performance has shown that demand for the product is sustainable.



Financial key performance indicators
 
The Group monitors its performance against strategic objectives by means of key performance indicators.  The main KPIs it uses are orientated around gross profit to net profit margins, staff costs to gross profit and sales growth.  These are summarised thus:

2023
2022
2021
2020
£
£
£
£
Gross Profit

21,098,702

22,016,479

14,920,813
 
9,297,686
 
Staff costs

9,411,858

9,635,827

6,706,774
 
5,080,902
 
Total comprehensive income for the year

5,862,313

7,685,795

4,259,457
 
1,337,376
 

Non-financial KPIs are not produced here because, given the nature of the business, the Group’s directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the entity.

Directors' statement of compliance with duty to promote the success of the Group
 
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Board of Directors consider that the decisions they have made during the financial year and the way they have acted have promoted the success of the Company for the benefit of its members as a whole, having regard for the stakeholders and matters set out in s172 (1) (a-f) of the Act.
The Company engages with its employees, customers, and suppliers through a variety of means, including:
Employees – internal updates regarding Company trading performance, strategy, key decisions and developments, provision of training and wellness support.
Customers – website, technical support, newsletters / blogs, market and account reviews, in order to foster strong long term relationships.
Suppliers – joint trading reviews and market updates to grow sales and determine opportunities, to foster strong long term supply arrangements.

Page 2

 


SOMMER HOLDINGS LTD
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023


This report was approved by the board and signed on its behalf.





................................................
C E R Sommer
Director

Date: 12 March 2024

Page 3

 


SOMMER HOLDINGS LTD
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023

The directors present their report and the financial statements for the year ended 30 June 2023.

Directors

The directors who served during the year were:

C E R Sommer 
Mr P J Sommer (resigned 19 September 2023)
C J Sommer 
C Sommer 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £5,668,085 (2022 - £7,707,140).

Particulars of dividends paid are detailed in the notes to the financial statements.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has taken the option to exclude from its report any energy and carbon information relating to a subsidiary which would not itself be obliged to include reporting in its own financial statements. The parent company's energy consumption in the United Kingdom for the year is 40,000kWh or lower and therefore is a low energy user, and so is not required to make energy disclosures. Therefore, no disclosures are required in relation to Green House Gas Emissions, Energy Consumption and Energy Efficiency Action.





Page 4

 


SOMMER HOLDINGS LTD
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Matters covered in the Group Strategic Report

The Group has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Group's Strategic Report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and the principal risks and uncertainies. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.


Employees

The Directors would like to thank all Group employees for the contribution they make to the Group's success.
It is group policy to achieve and maintain a high standard of health and safety at work and proper attention is paid to training and work prospects of people who become disabled during their employment with the group or who are disabled at the time of applying for employment.

Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
C E R Sommer
Director

Date: 12 March 2024

Page 5

 


SOMMER HOLDINGS LTD
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOMMER HOLDINGS LTD

Qualified Opinion


We have audited the financial statements of Sommer Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 2023 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.


Basis for qualified opinion on financial statements


The audit evidence was limited because whilst the directors of the company instructed an actuary to prepare an actuarial report for the pension scheme which was compliant with the requirements of FRS 102, including the relevant assumptions, as at 30 June 2023, the same was not prepared for the year ended 30 June 2021 or 30 June 2022. As a result the financial statements do not comply with FRS 102 as the liability and other entries required to correctly record the scheme are not included in the financial statements.
 
The statement of financial position does not include the pension scheme liability as at 30 June 2023 and comprehensive income includes the contributions paid to the scheme in the year. The contributions paid to the scheme will be different to the entries that would have been made to comprehensive income had an actuarial report been obtained.
 
Accordingly, we are unable to obtain sufficient audit evidence in relation to the year end pension scheme assets, liabilities and surplus of £1,969,000 as disclosed in note 23 of the financial statements. 


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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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.


Page 6

 


SOMMER HOLDINGS LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOMMER HOLDINGS LTD (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


Arising solely from the limitation on the scope of our work relating to the defined benefit pension scheme, referred to above;

We have not obtained all the information and explanations that we consider necessary for the purpose of our audit; and
We were unable to determine whether adequate accounting records have been kept

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made.

 
Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 7

 


SOMMER HOLDINGS LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOMMER HOLDINGS LTD (CONTINUED)

Auditor's 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 an Auditor's Report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK health and safety legislation; and
General Data Protection Regulations

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group are complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. 

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
Timing of revenue recognition; and
The use of management override of controls to manipulate results.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's Report.

Page 8

 


SOMMER HOLDINGS LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOMMER HOLDINGS LTD (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Tom Woods FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
1st Floor
Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

12 March 2024
Page 9

 


SOMMER HOLDINGS LTD
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023

2023
2022
Note
£
£

  

Turnover
 4 
69,647,787
102,591,862

Cost of sales
  
(48,549,085)
(80,575,383)

Gross profit
  
21,098,702
22,016,479

Administrative expenses
  
(14,317,406)
(12,964,556)

Fair value movements
 17 
38,887
282,781

Operating profit
 5 
6,820,183
9,334,704

Income from fixed assets investments
 8 
62,200
37,320

Interest receivable and similar income
 9 
220,188
31,845

Interest payable and similar expenses
 10 
-
(12,247)

Profit before taxation
  
7,102,571
9,391,622

Tax on profit
 11 
(1,527,181)
(1,762,516)

Profit for the financial year
  
5,575,390
7,629,106

  

Currency translation differences on foreign currency net investments
  
286,923
56,689

Other comprehensive income for the year
  
286,923
56,689

Total comprehensive income for the year
  
5,862,313
7,685,795

Profit for the year attributable to:
  

Non-controlling interests
  
(92,695)
(78,034)

Owners of the parent Company
  
5,668,085
7,707,140

  
5,575,390
7,629,106

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(92,695)
(78,034)

Owners of the parent Company
  
5,955,008
7,763,829

  
5,862,313
7,685,795

The notes on pages 18 to 37 form part of these financial statements.

Page 10

 


SOMMER HOLDINGS LTD
REGISTERED NUMBER:00934538



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
1,964,926
2,073,693

Tangible assets
 14 
9,952,735
1,343,905

Investments
 15 
37,718
37,718

  
11,955,379
3,455,316

Current assets
  

Debtors: amounts falling due within one year
 16 
8,064,853
13,921,174

Current asset investments
 17 
1,000,000
2,972,887

Bank and cash balances
  
15,303,278
15,923,791

  
24,368,131
32,817,852

Creditors: amounts falling due within one year
 18 
(11,779,030)
(15,296,603)

Net current assets
  
 
 
12,589,101
 
 
17,521,249

Total assets less current liabilities
  
24,544,480
20,976,565

Provisions for liabilities
  

Deferred taxation
 19 
(19,789)
(107,464)

Other provisions
 20 
(350,000)
-

  
 
 
(369,789)
 
 
(107,464)

Net assets
  
24,174,691
20,869,101


Capital and reserves
  

Called up share capital 
 21 
11,068
11,068

Revaluation reserve
 22 
24,549
24,549

Capital redemption reserve
 22 
16,612
16,612

Foreign exchange reserve
 22 
126,732
(160,191)

Profit and loss account
 22 
24,089,204
20,977,842

Equity attributable to owners of the parent Company
  
24,268,165
20,869,880

Non-controlling interests
  
(93,474)
(779)

  
24,174,691
20,869,101


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

................................................
C E R Sommer
Director

Date: 12 March 2024

Page 11

 


SOMMER HOLDINGS LTD
REGISTERED NUMBER:00934538



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
1,802
2,066

Investments
 15 
84,550
84,550

  
86,352
86,616

Current assets
  

Debtors: amounts falling due after more than one year
 16 
1,500,000
-

Debtors: amounts falling due within one year
 16 
609,774
1,287

Current asset investments
 17 
1,000,000
2,972,887

Bank and cash balances
  
3,891,462
4,219,727

  
7,001,236
7,193,901

Creditors: amounts falling due within one year
 18 
(257,397)
(209,812)

Net current assets
  
 
 
6,743,839
 
 
6,984,089

Total assets less current liabilities
  
6,830,191
7,070,705

  

  

Net assets
  
6,830,191
7,070,705


Capital and reserves
  

Called up share capital 
 21 
11,068
11,068

Revaluation reserve
 22 
24,549
24,549

Capital redemption reserve
 22 
16,612
16,612

Profit and loss account brought forward
  
7,018,476
6,061,322

Profit for the year
  
2,316,209
3,496,406

Dividends

  

(2,556,723)
(2,539,252)

Profit and loss account carried forward
  
6,777,962
7,018,476

  
6,830,191
7,070,705


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
C E R Sommer
Director

Date: 12 March 2024

The notes on pages 18 to 37 form part of these financial statements.

Page 12


 
SOMMER HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023



Called up share capital
Capital redemption reserve
Revaluation reserve
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£



At 1 July 2021
11,068
16,612
24,549
(216,880)
15,809,954
15,645,303
77,255
15,722,558



Comprehensive income for the year


Profit for the year

-
-
-
-
7,707,140
7,707,140
(78,034)
7,629,106


Exchange differences on retranslations of net assets
-
-
-
56,689
-
56,689
-
56,689

Total comprehensive income for the year
-
-
-
56,689
7,707,140
7,763,829
(78,034)
7,685,795


Dividends: Equity capital
-
-
-
-
(2,539,252)
(2,539,252)
-
(2,539,252)





At 1 July 2022
11,068
16,612
24,549
(160,191)
20,977,842
20,869,880
(779)
20,869,101



Comprehensive income for the year


Profit for the year

-
-
-
-
5,668,085
5,668,085
(92,695)
5,575,390


Exchange differences on retranslations of net assets
-
-
-
286,923
-
286,923
-
286,923

Total comprehensive income for the year
-
-
-
286,923
5,668,085
5,955,008
(92,695)
5,862,313


Dividends: Equity capital
-
-
-
-
(2,556,723)
(2,556,723)
-
(2,556,723)



At 30 June 2023
11,068
16,612
24,549
126,732
24,089,204
24,268,165
(93,474)
24,174,691



Page 13


 
SOMMER HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023



Called up share capital
Capital redemption reserve
Revaluation reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 July 2021
11,068
16,612
24,549
6,061,322
6,113,551



Comprehensive income for the year


Profit for the year
-
-
-
3,496,406
3,496,406



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(2,539,252)
(2,539,252)





At 1 July 2022
11,068
16,612
24,549
7,018,476
7,070,705



Comprehensive income for the year


Profit for the year
-
-
-
2,316,209
2,316,209



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(2,556,723)
(2,556,723)



At 30 June 2023
11,068
16,612
24,549
6,777,962
6,830,191



The notes on pages 18 to 37 form part of these financial statements.

Page 14

 


SOMMER HOLDINGS LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
5,575,390
7,629,106

Adjustments for:

Amortisation of intangible assets
620,399
478,429

Depreciation of tangible assets
476,545
477,481

Profit on disposal of tangible assets
-
(716,811)

Interest paid
-
12,247

Interest received
(220,118)
(31,845)

Taxation charge
1,527,180
1,762,516

Decrease/(increase) in debtors
7,831,006
(676,037)

(Decrease)/increase in creditors
(4,145,127)
3,353,910

Increase in provisions
350,000
-

Corporation tax (paid)
(989,099)
(2,701,012)

Translation differences on overseas operations
287,277
56,739

Gain on revaluation of current investments
(38,887)
(282,781)

Income from investments
(62,200)
(37,320)

Net cash generated from operating activities

11,212,366
9,324,622


Cash flows from investing activities

Purchase of intangible fixed assets
(511,632)
(392,020)

Purchase of tangible fixed assets
(9,085,729)
(392,709)

Sale of tangible fixed assets
-
950,000

Interest received
220,118
31,845

Income from investments
62,200
37,320

Gain on revaluation of current investments
38,887
282,781

Net cash from investing activities

(9,276,156)
517,217
Page 15

 


SOMMER HOLDINGS LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023


2023
2022

£
£



Cash flows from financing activities

Dividends paid
(2,556,723)
(2,539,252)

Interest paid
-
(12,247)

Net cash used in financing activities
(2,556,723)
(2,551,499)

Net (decrease)/increase in cash and cash equivalents
(620,513)
7,290,340

Cash and cash equivalents at beginning of year
15,923,791
8,633,451

Cash and cash equivalents at the end of year
15,303,278
15,923,791


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
15,303,278
15,923,791

15,303,278
15,923,791


The notes on pages 18 to 37 form part of these financial statements.

Page 16

 


SOMMER HOLDINGS LTD
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2023





At 1 July 2022
Cash flows
Other changes
At 30 June 2023
£

£

£

£

Cash at bank and in hand

15,923,791

(620,513)

-

15,303,278

Current investments

2,972,887

(2,011,774)

38,887

1,000,000


18,896,678
(2,632,287)
38,887
16,303,278

The notes on pages 18 to 37 form part of these financial statements.

Page 17

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

1.


Company information

Sommer Holdings Ltd is a private Company limited by shares, incorporated in the United Kingdom under the Companies Act 2006, and is registered in England and Wales. The address of its registered office and principal place of business is disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The Group's functional and presentational currency is GBP. 

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Turnover

It is the group's practice to recognise revenue on the basis of work performed and services rendered, including when these occur ahead of invoices being raised. This involves bringing into debtors and turnover amounts which are invoiced subsequent to the balance sheet date. Any invoices recognised during the year for services in relation to the following year are deferred. Turnover represents the value of services supplied by the group, excluding Value Added Tax, HMRC VAT and Duty paid on behalf of customers.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 18

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.4

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life - 10 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting date.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:
              Computer software                         - 3  years

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2% Straight line
Leasehold property
-
Over the period of the lease
Plant and machinery
-
25 - 33% Straight line
Motor vehicles
-
25% Straight line
Fixtures and fittings
-
20% Straight line
Office equipment and unit
-
25 - 33% Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 19

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.7

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

 
2.8

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.9

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 July 2020 to continue to be charged over the period to the first market rent review rather than the term of the lease.

Page 20

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.10

Pensions

Defined benefit pension plan

The Group operates a defined contribution plan for its employees which is closed to new members. The assets of the scheme are held separately from those of the Group.

The last full actuarial valuation was performed for the year ended 30 June 2020. No FRS 102 valuation of the pension scheme has been undertaken in the year ended 30 June 2023 and therefore the liability shown in note 23 cannot be audited. The liability has not been recognised within the Statement of Financial Position and no movements have impacted Other Comprehensive Income.
The directors considered that it would be an unreasonable drain on the company's resources to obtain a valuation report each year and do not consider there is sufficient internal resources to determine accurate directors' valuation with neither scenario providing commensurate benefit to the shareholders or stakeholders in the business. 

Defined contribution pension plan
In addition, the group operates a defined contribution pension scheme, the contributions of which are charged
to the profit and loss account as they fall due.

  
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
* The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
* Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
* Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 21

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.12

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preperation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
The directors do not consider the FRS 102 pension scheme valuation materially accurate as the scheme valuation has not been done to the year ended 30 June 2023. Therefore the liability has not been recognised within the Statement of Financial Position and no movements have impacted Other Comprehensive Income. See accounting policy 2.10 for more details. 
The directors do not consider there to be any judgments or estimation uncertainty which materially impact these
financial statements.


4.


Turnover

The whole of the turnover is attributable to the one principal activity of the group.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
55,407,640
77,344,646

Rest of the world
14,240,147
25,247,216

69,647,787
102,591,862


EAs per the turnover accounting policy, 2.3, HMRC VAT and Duty paid on behalf of customers is not included within turnover. Such VAT and Duty totalled £13,310,096 (2022: £25,971,226). 

Page 22

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
476,545
477,481

Amortisation of intangible assets, including goodwill
620,399
478,429

Exchange differences
(413,451)
(527,176)

Fees payable to the Group's auditor and its associates for the audit of the
 Company's annual financial statements
28,600
24,500

Fees payable to the Group's auditor and its associates in respect of taxation compliance services
5,200
4,700

Fees payable to the Group's auditor and its associates in respect of other non-audit services
10,350
10,000

Other operating lease rentals
506,795
618,957

(Profit)/loss on disposals of fixed assets
-
(716,811)

Defined contribution pension cost
456,436
507,249

Defined benefit pension cost
247,000
247,000


6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
8,205,765
8,170,825
72,616
68,412

Social security costs
749,657
768,010
5,281
4,209

Cost of defined contribution scheme
456,436
374,786
513
821

9,411,858
9,313,621
78,410
73,442


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Average number of employees
143
147
4
5

Page 23

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

7.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
55,372
51,600

55,372
51,600



8.


Income from investments

2023
2022
£
£

Income from fixed asset investments
62,200
37,320

62,200
37,320







9.


Interest receivable

2023
2022
£
£


Other interest receivable
220,188
31,845

220,188
31,845


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
-
12,247

-
12,247

Page 24

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
1,516,372
1,791,363


1,516,372
1,791,363


Group taxation relief
98,483
-


1,614,855
1,791,363


Total current tax
1,614,855
1,791,363

Deferred tax


Origination and reversal of timing differences
(87,674)
(28,847)

Total deferred tax
(87,674)
(28,847)


Taxation on profit on ordinary activities
1,527,181
1,762,516

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 -lower than) the standard rate of corporation tax in the UK of 20.5% (2022 -19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
7,102,571
9,391,622


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 20.5% (2022 -19%)
1,456,027
1,784,408

Effects of:


Non-tax deductible amortisation of goodwill and impairment
-
48,957

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,317
23,082

Fixed asset differences
109,831
38,246

Changes in tax rates
(41,306)
(6,243)

Adjustments to tax charge in respect of prior periods
(245,192)
-

Short term timing difference leading to an increase (decrease) in taxation
-
(9,690)

Amounts charged directly to STRGL or otherwise transferred
(81,951)
-

Other differences leading to an increase (decrease) in the tax charge
325,455
(116,244)

Total tax charge for the year
1,527,181
1,762,516

Page 25

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

12.


Dividends

2023
2022
£
£


Dividends paid
2,556,723
2,539,252

2,556,723
2,539,252


13.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 July 2022
637,086
3,845,453
4,482,539


Additions
511,632
-
511,632



At 30 June 2023

1,148,718
3,845,453
4,994,171



Amortisation


At 1 July 2022
193,293
2,215,553
2,408,846


Charge for the year on owned assets
294,419
325,980
620,399



At 30 June 2023

487,712
2,541,533
3,029,245



Net book value



At 30 June 2023
661,006
1,303,920
1,964,926



At 30 June 2022
443,793
1,629,900
2,073,693





Page 26


SOMMER HOLDINGS LTD
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023



14.


Tangible fixed assets


Group







Freehold property
Leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office unit
Total

£
£
£
£
£
£
£



Cost


At 1 July 2022
-
1,545,626
1,236,718
73,308
227,356
58,342
3,141,350


Additions
8,990,348
-
85,424
-
3,050
6,907
9,085,729


Disposals
-
(207,984)
(47,788)
-
(5,474)
-
(261,246)


Transfers between classes
1,316,429
(1,316,429)
-
-
-
-
-



At 30 June 2023

10,306,777
21,213
1,274,354
73,308
224,932
65,249
11,965,833



Depreciation


At 1 July 2022
-
718,542
825,028
18,327
179,846
55,702
1,797,445


Charge for the year on owned assets
251,923
-
172,271
18,327
30,807
3,217
476,545


Disposals
-
(207,984)
(47,788)
-
(5,474)
-
(261,246)


Transfers between classes
489,345
(489,345)
-
-
-
-
-


Exchange adjustments
-
-
605
-
(251)
-
354



At 30 June 2023

741,268
21,213
950,116
36,654
204,928
58,919
2,013,098



Net book value



At 30 June 2023
9,565,509
-
324,238
36,654
20,004
6,330
9,952,735



At 30 June 2022
-
827,084
411,690
54,981
47,510
2,640
1,343,905

Page 27

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

           14.Tangible fixed assets (continued)


Company






Fixtures and fittings
Office unit
Total

£
£
£

Cost or valuation


At 1 July 2022
55,322
52,048
107,370



At 30 June 2023

55,322
52,048
107,370



Depreciation


At 1 July 2022
53,256
52,048
105,304


Charge for the year on owned assets
264
-
264



At 30 June 2023

53,520
52,048
105,568



Net book value



At 30 June 2023
1,802
-
1,802



At 30 June 2022
2,066
-
2,066









15.


Fixed asset investments

Group





Unlisted investments

£



Cost or valuation


At 1 July 2022
37,718



At 30 June 2023
37,718




Page 28

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2022
84,550



At 30 June 2023
84,550





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

World Transport Agency Limited
Mioc Suite 3e, Styal Road, Manchester, England, M22 5WB
Ordinary
100%
Channelports Ltd
Unit A8 Folkestone Services, Stanford Intersection, Hythe, Kent, CT21 4BL
Ordinary
100%
World Cargo Limited
Farthings Staples Hill, Kirdford, Billingshurst, England, RH14 0JL
Ordinary
100%
WTA Books Limited
Farthings Staples Hill, Kirdford, Billingshurst, England, RH14 0JL
Ordinary
100%
WTA Airfreight Limited
Farthings Staples Hill, Kirdford, Billingshurst, England, RH14 0JL
Ordinary
100%
World Transport Agency Group Limited
Farthings Staples Hill, Kirdford, Billingshurst, England, RH14 0JL
Ordinary
100%
WTA Ocean Lines Ltd
Farthings Staples Hill, Kirdford, Billingshurst, England, RH14 0JL
Ordinary
100%
WTA China Limited
Unit 1004, 10th Floor, Charm CentreNo.700 Castle Peak Road, Lai Chi Kok, Hong Kong
Ordinary
100%
WTA USA Inc
1699 Wall St #212, Mt Prospect, IL 60056, United States
Ordinary
100%
CustomsPro Ltd
Farthings Staples Hill, Kirdford, Billingshurst, England, RH14 0JL
Ordinary
75%
All dormant entities are exempt from preparing and filing individual accounts by virtue of s394A and s448A of Companies Act 2006 respectfully.


16.


Debtors

Page 29

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due after more than one year

Amounts owed by group undertakings
-
-
1,500,000
-

-
-
1,500,000
-


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Trade debtors
7,004,371
13,068,901
-
-

Amounts owed by group undertakings
-
-
534,057
-

Other debtors
505,749
497,445
36,338
1,287

Prepayments and accrued income
554,733
318,080
39,379
-

Tax recoverable
-
36,748
-
-

8,064,853
13,921,174
609,774
1,287



17.


Current asset investments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Unlisted investments
1,000,000
2,972,887
1,000,000
2,972,887

1,000,000
2,972,887
1,000,000
2,972,887


The increase in fair value of £38,887 (2022: £282,781) is included within the Consolidated Statement of Comprehensive Income.

Page 30

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
8,608,466
12,276,976
8,265
2,241

Amounts owed to group undertakings
-
-
71,475
54,161

Corporation tax
589,008
-
22,381
22,381

Other taxation and social security
518,687
547,015
1,130
579

Other creditors
710,152
700,556
130,258
-

Accruals and deferred income
1,352,717
1,772,056
23,888
130,450

11,779,030
15,296,603
257,397
209,812



19.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(107,464)
(136,311)


Charged to the profit or loss
87,675
28,847



At end of year
(19,789)
(107,464)

The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(19,789)
(107,464)

(19,789)
(107,464)

Page 31

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

20.


Provisions


Group



Underpaid duty provision

£





Charged to profit or loss
350,000



At 30 June 2023
350,000

The group is currently in negotiations with a customer in relation to underpaid duties as part of the services provided. HMRC have indicated the total liability payable is £1,335,750, however the group has not yet received a demand for this payment. Interest and penalties may also be added to this amount, although this has not yet been confirmed by HMRC. As part of the negotiations with the customer, the current proposal is that the group will pay £350,000 of these costs, and the remaining balance will be paid by the customer. The final liability to the group and timings of payment are uncertain, however the group aims to resolve the matter within one year from approval of these financial statements.


21.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



7,288 (2022 -7,288) Voting ordinary shares of £1.00 each
7,288
7,288
3,780 (2022 -3,780) Non-voting ordinary shares of £1.00 each
3,780
3,780

11,068

11,068


Ordinary voting shares carry full voting, dividend and capital distribution rights (including on a winding up), but no rights of redemption. 
Ordinary non voting shares carry rights to dividends and to participate in capital distributions (including on winding up), but have no rights to vote and carry no rights of redemption. 


Page 32

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

22.


Reserves

Revaluation reserve

This reserve records the surplus or deficit arising on the valuation of an asset of the group companies.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the group companies.

Foreign exchange reserve

This reserve comprises translation differences arising from the translation of financial statements of the Group’s foreign entities into Sterling (£).

Profit and loss account

This reserve includes all current and prior period retained profits and losses.

Page 33

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

23.


Pension - defined benefit scheme

The Group operates a Defined benefit pension scheme.

The disclosures set out below are based on the calculations carried out as at 30 June 2023 by a qualified independent actuary. The reconciliations below show the movement in the pension scheme between 30 June 2020 and 30 June 2023. 
The pension scheme assets are held in a separate Trustee-administered fund to meet the long-term pension liabilities to past and present employees. The trustees of the scheme are required to act in the best interests of the scheme's beneficiaries. The appointment of the trustee to the scheme is determined by the schemes trust documentation. 
The liabilities of the defined benefit scheme are measured by discounting the best estimate of future cashflows to be paid out of the scheme using the projected unit credit method. 
As at 30 June 2023, contributions were payable to the scheme by the company at the rates set out in the schedule of contributions dated 30 September 2009. During the year ended 30 June 2023, the group was scheduled to make contributions of £247,000 (2022: £247,000) to the pension scheme. These contributions have not been reflected in a change to the present value of plan assets below as the value of such assets as at 30 June 2023 is unknown.



Reconciliation of present value of plan liabilities:


£

Reconciliation of present value of plan liabilities


Valuation as at 30 June 2020
6,966,000

Impact of changes in financial conditions since previous valuation
(2,328,000)

Experience
63,000

Interest cost
61,000

Loss/(gain) on changes in assumptions
560,000

Member impacts
(196,000)

Benefits paid
(514,000)

Valuation as at 30 June 2023
4,612,000



Reconciliation of present value of plan assets:


£


Valuation as at 30 June 2020
5,334,000

Expected return on assets
48,000

Contributions
594,000

Benefits paid
(514,000)

Investment outperformance
1,119,000

Valuation as at 30 June 2023
6,581,000

Page 34

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
23.Pension - defined benefit scheme (continued)


Composition of plan assets:


£


Gilts
132,000

Bonds
197,000

Cash
5,199,000

Other
1,053,000

Total plan assets
6,581,000

£


Fair value of plan assets
6,581,000

Present value of plan liabilities
(4,612,000)

Net pension scheme surplus as at 30 June 2023
1,969,000





The cumulative amount of actuarial gains and losses recognised in the Consolidated Statement of Comprehensive Income was £NIL (2022 -£NIL).






Principal actuarial assumptions as at 30 June 2023 (expressed as weighted averages) were:

%
Discount rate


6.83

Inflation assumption


2.16

Mortality rates



- for a male aged 65 now


22.56

- at 65 for a male aged 45 now


24.47

- for a female aged 65 now


24.41

- at 65 for a female member aged 45 now


26.46



Page 35

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
23.Pension - defined benefit scheme (continued)


Amounts for the current and previous five periods are as follows:


Defined benefit pension schemes

2023
2022
2021
2020
2019
£
£
£
£
£
Defined benefit obligation

(4,612,000)

(6,966,000)

(6,966,000)
 
(6,966,000)
 
(5,370,000)

Scheme assets

6,581,000

5,334,000

5,334,000
 
5,334,000
 
5,587,000

Surplus
1,969,000

(1,632,000)

(1,632,000)
 
(1,632,000)
 
217,000



The valuation between 2017 and 2019 remained the same, on the basis that an annual actuarial report was not prepared for the years ended 30 June 2018 and 30 June 2019.
The valuation between 2020 and 2022 has remained the same, on the basis that an annual actuarial report was not prepared for the years ended 30 June 2021 and 30 June 2022.
An actuarial report was prepared for the year ended 30 June 2023 and the valuation has concluded that there is now a Technical Provisions Surplus of £1,969,000. 



24.


Pension - defined contribution scheme

The group operates a defined contribution pension scheme into which contributions of £456,436 (2022 - £507,248) were made during the year.
The total value of pension commitments included in the balance sheet at the year end was £31,296 (2022 - £81,894).


25.


Commitments under operating leases

At 30 June 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
304,562
454,633

Later than 1 year and not later than 5 years
270,873
1,235,223

Later than 5 years
11,250
2,132,367

586,685
3,822,223
Page 36

 


SOMMER HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

26.


Related party transactions

The Group has taken advantage of the exemption under the terms of FRS 102 not to disclose related party transactions with wholly owned group companies within the Sommer Holdings Limited group.
Mr C J Sommer, a director of Sommer Holdings Limited, is also a director of CJS Risk Management Limited. During the year the Company made purchases of £28,593 (2022: £22,291)  from CJS Risk Management Limited.
Transactions with fellow group companies outside of the 100% control group are as follows:
The Group made sales of £236,469 (2022: £136,695) to WTA Freight Management (China) Limited, an associate of the group. At the year end £2,090 (2022: £1,953) remained outstanding from WTA Freight Management (China) Limited and was included within debtors.
The Group also made purchases of £3,292,148 (2022: £9,728,994) and sales of £116,025 (2022: £145,235) to WTA Freight Management (Shanghai) Limited, an associate of the group. At the year end £721,348 (2022: £666,830) remained outstanding to WTA Freight Management (Shanghai) Limited and was included within creditors.
The Group made purchases of £927,384 (2022: £1,644,578) and sales of £27,979 (2022: £35,714) from WTA Freight Management (Shanghai) Limited - Shenzhen Branch. At the year end £256,138 (2022: £368,516) remained outstanding to WTA Freight Management (Shanghai) Limited - Shenzhen Branch and was included within creditors.


27.


Controlling party

There is no unlitmate controlling party.

 
Page 37