3
false
false
false
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false
false
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No description of principal activity
2022-08-01
Sage Accounts Production Advanced 2023 - FRS102_2023
12,208
9,714
596
10,310
1,898
2,494
2,351,953
612,665
173,001
2,791,617
173,001
173,001
2,178,952
2,178,952
612,665
2,178,952
xbrli:pure
xbrli:shares
iso4217:GBP
SC510717
2022-08-01
2023-07-31
SC510717
2023-07-31
SC510717
2022-07-31
SC510717
2021-08-01
2022-07-31
SC510717
2022-07-31
SC510717
2021-07-31
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2023-07-31
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2023-07-31
SC510717
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2022-07-31
SC510717
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2023-07-31
SC510717
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2022-07-31
SC510717
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2023-07-31
SC510717
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2022-07-31
SC510717
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2023-07-31
SC510717
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2022-07-31
SC510717
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2022-07-31
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2023-07-31
SC510717
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2023-07-31
SC510717
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2023-07-31
SC510717
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2022-07-31
SC510717
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2023-07-31
SC510717
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2023-07-31
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2023-07-31
SC510717
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2022-07-31
SC510717
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2023-07-31
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2022-08-01
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SC510717
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2022-08-01
2023-07-31
SC510717
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2023-07-31
SC510717
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2022-07-31
SC510717
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2022-08-01
2023-07-31
SC510717
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2023-07-31
SC510717
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2022-08-01
2023-07-31
SC510717
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2023-07-31
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2022-08-01
2023-07-31
SC510717
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2023-07-31
COMPANY REGISTRATION NUMBER:
SC510717
Filleted Unaudited Financial Statements |
|
Statement of Financial Position |
|
31 July 2023
Fixed assets
Tangible assets |
5 |
|
1,898 |
2,494 |
Investments |
6 |
|
612,665 |
2,178,952 |
|
|
--------- |
------------ |
|
|
614,563 |
2,181,446 |
|
|
|
|
|
Current assets
Debtors |
7 |
6,411 |
|
690,709 |
Cash at bank and in hand |
12,875 |
|
98,885 |
|
-------- |
|
--------- |
|
19,286 |
|
789,594 |
|
|
|
|
|
Creditors: amounts falling due within one year |
8 |
598,262 |
|
359,167 |
|
--------- |
|
--------- |
Net current (liabilities)/assets |
|
(
578,976) |
430,427 |
|
|
--------- |
------------ |
Total assets less current liabilities |
|
35,587 |
2,611,873 |
|
|
|
|
|
Creditors: amounts falling due after more than one year |
9 |
|
2,598,500 |
2,898,598 |
|
|
------------ |
------------ |
Net liabilities |
|
(
2,562,913) |
(
286,725) |
|
|
------------ |
------------ |
|
|
|
|
|
Capital and reserves
Called up share capital |
|
6 |
6 |
Profit and loss account |
|
(
2,562,919) |
(
286,731) |
|
|
------------ |
--------- |
Shareholders deficit |
|
(
2,562,913) |
(
286,725) |
|
|
------------ |
--------- |
|
|
|
|
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.
For the year ending 31 July 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Director's responsibilities:
-
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
;
-
The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements
.
Statement of Financial Position (continued) |
|
31 July 2023
These financial statements were approved by the
board of directors
and authorised for issue on
30 July 2024
, and are signed on behalf of the board by:
Company registration number:
SC510717
Notes to the Financial Statements |
|
Year ended 31 July 2023
1.
General information
The company is a private company limited by shares, registered in Scotland. The address of the registered office is Forbes House, 36 Huntly Street, Inverness, IV3 5PR, United Kingdom.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The company has reported a loss before tax for the year ended 31 July 2023 of £2,276,188 (2022 - £49,549) with net liabilities of £2,562,913 (2022 - £286,725). Included within the loss was an impairment of an investment of £2,178,952 (2022 - £1). During the year it's subsidiary New Wave Foods Ltd novated part of its trade to NWTOAQ Ltd. New shares were issued to IHCT Ltd and the old investment in New Wave Foods Ltd was impaired in full. This new company subsequently sold the trade to a 3rd party company. The deal is expected to generate profits for NWTOAQ Ltd over the next number of years which will be distributed to IHCT Ltd to allow it to meet it's debt obligations going forward. Notwithstanding the inherent unknown uncertainties of the venture the directors believe they have taken the required actions to ensure the immediate financial stability of the company and continue to monitor the position closely. Notwithstanding the material uncertainties as descripted above the directors consider it appropriate to continue to prepare the financial statements on a going concern basis.
Consolidation
The entity has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the entity and its subsidiary undertakings comprise a small group.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
|
Computer Equipment |
- |
33% straight line |
|
|
|
|
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4.
Employee numbers
The average number of persons employed by the company during the year amounted to
3
(2022:
5
).
5.
Tangible assets
|
Equipment |
Total |
|
£ |
£ |
Cost |
|
|
At 1 August 2022 and 31 July 2023 |
12,208 |
12,208 |
|
-------- |
-------- |
Depreciation |
|
|
At 1 August 2022 |
9,714 |
9,714 |
Charge for the year |
596 |
596 |
|
-------- |
-------- |
At 31 July 2023 |
10,310 |
10,310 |
|
-------- |
-------- |
Carrying amount |
|
|
At 31 July 2023 |
1,898 |
1,898 |
|
-------- |
-------- |
At 31 July 2022 |
2,494 |
2,494 |
|
-------- |
-------- |
|
|
|
6.
Investments
|
Shares in group undertakings |
|
£ |
Cost |
|
At 1 August 2022 |
2,351,953 |
Additions |
612,665 |
Disposals |
(
173,001) |
|
------------ |
At 31 July 2023 |
2,791,617 |
|
------------ |
Impairment |
|
At 1 August 2022 |
173,001 |
Disposals |
(
173,001) |
Revaluations |
2,178,952 |
|
------------ |
At 31 July 2023 |
2,178,952 |
|
------------ |
|
|
Carrying amount |
|
At 31 July 2023 |
612,665 |
|
------------ |
At 31 July 2022 |
2,178,952 |
|
------------ |
|
|
The company owns 100% (2022 - 100%) of the issued share capital in Nairnside Ltd, 100% (2022 -100%) of the issued share capital in Omega Product Developments Ltd, nil (2022 - 100%) of the issued share capital in Teaninich Ltd - this company was dissolved on 5 October 2021, nil (2022 - 100%) of the issued share capital in Highland Primary Processing Ltd - this company was dissolved on 19 April 2022, 57.7% (2022 - 57.7%) of the issued share capital in New Wave Foods Ltd, nil (2022 - 51.95%) of the issued share capital in Bay Food Group Ltd - this company was dissolved on 4 April 2023 and 65.54% (2022 - nil) of the issued share capital of NWTOAQ Ltd.
During the year the investment in New Wave Foods LTd was impaired in full by £2,178,952 (2022 - £nil).
7.
Debtors
|
2023 |
2022 |
|
£ |
£ |
Trade debtors |
1,519 |
88,043 |
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
– |
602,665 |
Other debtors |
4,892 |
1 |
|
------- |
--------- |
|
6,411 |
690,709 |
|
------- |
--------- |
|
|
|
The debtors above include the following amounts falling due after more than one year:
|
2023 |
2022 |
|
£ |
£ |
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
– |
425,365 |
|
---- |
--------- |
|
|
|
8.
Creditors:
amounts falling due within one year
|
2023 |
2022 |
|
£ |
£ |
Trade creditors |
29,111 |
1,079 |
Corporation tax |
– |
35,386 |
Social security and other taxes |
3,241 |
9,850 |
Loan creditors |
536,464 |
250,706 |
Pension |
942 |
982 |
Other creditors |
28,504 |
61,164 |
|
--------- |
--------- |
|
598,262 |
359,167 |
|
--------- |
--------- |
|
|
|
9.
Creditors:
amounts falling due after more than one year
|
2023 |
2022 |
|
£ |
£ |
Other creditors |
2,598,500 |
2,898,598 |
|
------------ |
------------ |
|
|
|
Included within creditors: amounts falling due after more than one year is an amount of £143,813 (2022: £555,394) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
The loans are unsecured.
10.
Subsidiary companies
At 31 July 2023 the company owned 3 shares (2022 - 3 shares) in Nairnside Ltd, a company registered in Scotland with the registered office Forbes House, 36 Huntly Street, Inverness, IV3 5PR. The shareholding equates to 100% of the shares in the company.
At 31 July 2023 the company owned 2 shares (2022 - 2 shares) in Omega Product Developments Ltd, a company registered in Scotland with the registered office Forbes House, 36 Huntly Street, Inverness, IV3 5PR. The shareholding equates to 100% of the shares in the company.
At 31 July 2023 the company owned no shares (2022 - 100 shares) in Teaninich Ltd, a company registered in Scotland with the registered office Forbes House, 36 Huntly Street, Inverness, IV3 5PR. The shareholding equated to 100% of the shares in the company. This company was dissolved on 5 October 2021.
At 31 July 2023 the company owned no shares (2022 - 1 share) in Highland Primary Processing Ltd, a company registered in Scotland with the registered office 36 Huntly Street, Inverness, IV3 5PR. The shareholding equated to 100% of the shares in the company. This company was dissolved on 19 April 2022.
At 31 July 2023 the company owned no shares (2022 - 256,333 shares) in Bay Food Group Ltd, a company registered in Scotland with the registered office Forbes House, 36 Huntly Street, Inverness, IV3 5PR. The shareholding equated to 51.96% of the shares in the company. This company was dissolved on 4 April 2023.
At 31 July 2023 the company owned 1,083,308 shares (2022 - no shares) in NWTOAQ Ltd, a company registered in Scotland with the registered office Forbes House, 36 Huntly Street, Inverness, Iv3 5PR. The shareholding equated to 65.54% of the shares in the company.
11.
Impairment of loans
During the year the loans due from Bay Food Group Ltd amounting to £nil (2022 - £223,723) were impaired in full.
12.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
|
2023 |
2022 |
|
£ |
£ |
Not later than 1 year |
– |
259 |
|
---- |
---- |
|
|
|
13.
Related party transactions
The company has taken advantage of FRS102 1AC.35 exemption available to 100% owned group companies. Accordingly, no disclosure is made of any related party transactions with the company's four wholly owned subsidiaries. During the year one (2022 - no)
partnerships, which has one (2022 - no) director as a partner
, invoiced the company £1,856 (2022 - £nil) for consultancy fees
. At 31 July 2023 there was £ 2,227
(2022 - £nil) included in creditors relating to these partnerships. On 1 February 2016 the company made an outsource agreement with a company in which one (2022 - one) director is also a director
and / invoiced the company £140,000 (2021 - £415,696) in respect of these services and administration fees. Included in deferred income at 31 July 2023 is £nil (2022 - £60,000) in relation to services under the outsource agreement. During the year the company made purchases from this company of £9,137 (2022 - £17,673) for management charges. At 31 July 2023 there is £nil (2022 - £71,999) included in trade debtors
and £ 3,215
(2022 - £653) included in trade creditors in respect of this company. During the year to 31 July 2023 the company also received loans amounting to £nil (2022 - £400,000) from this company. These loans are unsecured and an interest holiday was granted for 24 months after which interest is charged on these loans at various rates%
. At 31 July 2023 £ 3,120,464
(2022 - £3,130,840) was outstanding in respect of these loans. During the year the company invoiced three(2022 - two) companies in which one (2022 - one) of the directors are also directors
£1 4,239 (2022 - £60,533) for administration expenses, consultancy fees and computer costs paid on behalf of these companies and was invoiced of £3,362 (2022 - £3,765) by these companies
. At 31 July 2023 £ 1,025
(2022 - £15,558) is included in trade debtors in respect of these companies. During the year the company made loans to these companies amounting to £ 35,000
(2022 - - £225,000). An impairment review was carried out on the loan balances with one of the loan balances not being expected to be recovered, as such the loan value of £nil (2022 - £223,723). During the year £25,000 (2022 - £6,800) was repaid in respect of these loans. The outstanding loan balance of £612,665 was capitalise as an investment in a subsidiary company. At 31 July 2023 £nil (2022 - £602,665) was owed to the company in respect of these loans.