Company registration number 11146299 (England and Wales)
STECONFER RAIL LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
STECONFER RAIL LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
STECONFER RAIL LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
447
Current assets
Debtors
5
37,385
35,608
Cash at bank and in hand
57,499
62,662
94,884
98,270
Creditors: amounts falling due within one year
6
(342,983)
(174,028)
Net current liabilities
(248,099)
(75,758)
Total assets less current liabilities
(248,099)
(75,311)
Provisions for liabilities
7
(181,806)
Net liabilities
(248,099)
(257,117)
Capital and reserves
Called up share capital
500
500
Profit and loss reserves
(248,599)
(257,617)
Total equity
(248,099)
(257,117)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 15 March 2024 and are signed on its behalf by:
L F Barreira Antunes Bairrao
Director
Company registration number 11146299 (England and Wales)
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Steconfer Rail Ltd is a private company limited by shares incorporated in England and Wales. The registered office is International House, 61 Mosley Street, Manchester, M2 3HZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The company's ongoing activities are dependent upon the continued financial support of the parent company who has undertaken to provide such support for at least one year from the date on which these financial statements are approved. At the year end the company had net liabilities of £248,099 (2022: £257,117 net assets).true
Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Revenue 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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
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 Company 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.
1.4
Fixed asset investments
Investments in subsidiary undertakings are recognised at cost.
1.5
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other then those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Investment in non-convertible shares and in non-puttable ordinary and preference shares are measured:
- at fair value with changes recognised in the Income Statement if the shares are publicly traded on their fair value can otherwise be measured reliably;
- at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and present value of estimated cash flow discounted at the asset's original effective interest rate. If a financial asset has variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Derivatives, including interest rate swaps and 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 derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
1.7
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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
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.
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.
1.8
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.9
Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.
1.10
Foreign currency translation
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income statement except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in them Income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income statement within 'other operating income'.
1.11
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.
1.12
Short term 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.
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Furthermore, revenue, recognition of revenue and provisions are areas of estimation in the financial statements. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
2
4
Fixed asset investments
2023
2022
Shares in group undertakings
£
£
Cost and Net Book Value at 31 December
447
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
447
Disposals
(447)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
447
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
29,087
29,087
Corporation tax recoverable
6,245
6,245
Other debtors
2,053
276
37,385
35,608
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
10,466
2,995
Amounts owed to group undertakings
60,234
43,275
Taxation and social security
4,304
Other creditors
272,283
123,454
342,983
174,028
7
Provisions for liabilities
2023
2022
£
£
Future claims
-
181,806
The provision of £Nil (2022: £181,806 ) related to ongoing litigation between the company and a customer with regards to divergences in execution of previous works.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Audit report information
(Continued)
- 7 -
Qualified opinion on financial statements
We have audited the financial statements of Steconfer Rail Ltd (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 company's affairs as at 31 December 2023 and of its 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
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 opinion.
As detailed in the Provisions for liabilities and Exceptional items Notes to the financial statements, in the prior year the Company made a provision of £181,806 against a potential future claim by a customer. There was sufficient evidence to support that a claim would be made, however the quantum of the claim was uncertain, with a possible range of up to £1.6 million. No claims have been raised to date in respect of this, nor does the company now expect any to be made. During the current year the Company released this provision in full, amounting to a credit to the profit and loss account of £181,806.
A provision is recognised in the financial statements when and only when all three of these conditions from FRS 102:21.4 are met:
(a)the entity has an obligation at the reporting date as a result of a past event;
(b)it is probable that the entity will be required to transfer economic benefits in settlement; and
(c)the amount of the obligation can be estimated reliably.
A contingent liability, defined in FRS 102:21.12, meets condition (a) of the recognition criteria for a provision but does not meet either condition (b) or condition (c). The Company's potential future customer claim did not meet condition (c). There was a present obligation at the prior year reporting date as a result of a past event and a probable outflow of economic benefits would be required in settlement, but the amount of the obligation could not be estimated reliably.
Under FRS 102:21 'Provisions and Contingencies', the Company should have disclosed this matter as a contingent liability rather than recognising a provision in the prior year. The directors did not follow this requirement and recognised a provision of £181,806 in the prior year. This provision amount has been released in full to the profit and loss account during the current year. A prior year adjustment should have been made within these financial statements in respect of the provision rather than crediting the full provision amount to the profit and loss account in the current year.
Had the Company followed FRS 102, a contingent liability would be disclosed in the current and prior year financial statements and the £181,806 provision would not have been recognised in the prior year and then subsequently released in the current year. Therefore the loss for the prior year would be reduced by £181,806 and net assets for the prior year would be £181,806 higher. The profit for the current year would be reduced by £181,806 amounting to a net loss for the current year of £172,788.
STECONFER RAIL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Audit report information
(Continued)
- 8 -
Senior Statutory Auditor:
Umar Memon FCA
Statutory Auditor:
Jack Ross Chartered Accountants
Date of audit report:
19 March 2024
9
Related party transactions
During the year ended 31 December 2023 the company received a financing operations advance of £Nil (2022: £299,422) from its holding company, Steconfer Sociedade Tecnica de Construcoes Ferreas SA.
During the year ended 31 December 2023 the company charged Steconfer Norway Branch £Nil (2022: £400,000) for technical services rendered.
During the year ended 31 December 2023 the company incurred a management charge from Steconfer SA of £152,128 (2022: £Nil).
Included in creditors falling due within one year is £60,234 (2022: £43,275) due to Steconfer Sociedade Tecnica de Construcoes Ferreas SA.
The company is a 100% owned subsidiary of Steconfer Sociedade Tecnica de Construcoes Ferreas SA.
10
Parent company
The company is a 100% subsidiary of Steconfer Sociedade Tecnica de Construcoes Ferreas SA, a company registered in Portugal. The registered office of Steconfer Sociedade Tecnica de Construcoes Ferreas S.A is EN.3 Terra da Calcada km. 43, 5 2000-532 Povoa de Santarem.
The ultimate controlling party is Al Alfia Holding, a company registered in Qatar. The registered office of Al Alfia Holding. is Al Alifa Holding Building, Al Bidda Area, 22077, Qatar.