Caseware UK (AP4) 2023.0.135 2023.0.135 2024-05-012024-05-012024-05-01The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The Company qualifies as a small company as defined by the Companies Act 2006 in respect of the financial year and has applied the rules of the 'Small Companies Regime' in accordance with section 415A of the Act FRS 102 allows a qualifying entity certain disclosure exemptions. The company is a qualifying entity and has taken advantage of the following disclosure exemptions: Exemption from the requirements of Section 3 'Financial Statement Presentation' paragraph 3.17 (d) and the requirements of Section 7 'Statement of Cash Flows' Exemption from the requirements of Section 11 'Basic Financial Instruments', paragraph 11.39 to 11.48A and the requirements of Section 12 'Other Financial Instruments Issues' paragraphs 12.29; Exemption from the requirements of Section 33 'Related Party Disclosures', paragraph 33.7; The smallest and largest group into which the results of the Company are consolidated is that headed Nichirei Holding Holland B.V., see note 16 for further details.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. 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.Debt instruments (other than 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 in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. 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 Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a 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 reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.The Company is a wholly owned subsidiary of Nichirei Holding Holland B.V., a company incorporated in the Netherlands. The immediate parent undertaking Nichirei Holding Holland B.V. is the smallest group in which the Company's financial statements are included. These financial statements are available at Nichirei Holding B.V., Van Nelleweg 1, 3044 BC Rotterdam, the Netherlands. The largest group into which the results of the company are included is that headed by Nichirei Corporation. Group financial statements can be obtained from the company secretary at Nichirei Corporation, Nichirei Higashi-Ginza Building 6-19-20 Tsukiji, Chuo-ku, Tokyo 104-8402 Japan.truefalse00falsetrue2023-01-01 NI016202 2023-01-01 2023-12-31 NI016202 2022-01-01 2022-12-31 NI016202 2023-12-31 NI016202 2022-12-31 NI016202 2022-01-01 NI016202 c:Director2 2023-01-01 2023-12-31 NI016202 c:Director4 2023-01-01 2023-12-31 NI016202 c:Director5 2023-01-01 2023-12-31 NI016202 c:Director9 2023-01-01 2023-12-31 NI016202 c:Director10 2023-01-01 2023-12-31 NI016202 c:Director11 2023-01-01 2023-12-31 NI016202 c:Director11 2023-12-31 NI016202 c:Director12 2023-01-01 2023-12-31 NI016202 c:Director12 2023-12-31 NI016202 c:Director13 2023-01-01 2023-12-31 NI016202 c:Director13 2023-12-31 NI016202 c:RegisteredOffice 2023-01-01 2023-12-31 NI016202 c:Agent1 2023-01-01 2023-12-31 NI016202 d:Buildings 2023-01-01 2023-12-31 NI016202 d:Buildings 2023-12-31 NI016202 d:Buildings 2022-12-31 NI016202 d:Buildings d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 NI016202 d:CurrentFinancialInstruments 2023-12-31 NI016202 d:CurrentFinancialInstruments 2022-12-31 NI016202 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 NI016202 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 NI016202 d:UKTax 2023-01-01 2023-12-31 NI016202 d:UKTax 2022-01-01 2022-12-31 NI016202 d:ShareCapital 2023-01-01 2023-12-31 NI016202 d:ShareCapital 2023-12-31 NI016202 d:ShareCapital 2022-12-31 NI016202 d:ShareCapital 2022-01-01 NI016202 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 NI016202 d:RetainedEarningsAccumulatedLosses 2023-12-31 NI016202 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 NI016202 d:RetainedEarningsAccumulatedLosses 2022-12-31 NI016202 d:RetainedEarningsAccumulatedLosses 2022-01-01 NI016202 c:OrdinaryShareClass1 2023-01-01 2023-12-31 NI016202 c:OrdinaryShareClass1 2022-01-01 2022-12-31 NI016202 c:OrdinaryShareClass1 2023-12-31 NI016202 c:OrdinaryShareClass2 2023-01-01 2023-12-31 NI016202 c:OrdinaryShareClass2 2022-01-01 2022-12-31 NI016202 c:OrdinaryShareClass2 2023-12-31 NI016202 c:FRS102 2023-01-01 2023-12-31 NI016202 c:Audited 2023-01-01 2023-12-31 NI016202 c:FullAccounts 2023-01-01 2023-12-31 NI016202 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 NI016202 1 2023-01-01 2023-12-31 NI016202 d:Subsidiary1 2023-01-01 2023-12-31 NI016202 d:Subsidiary1 1 2023-01-01 2023-12-31 NI016202 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 NI016202 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

img44f5.png






Financial Statements
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
For the financial year ended 31 December 2023





































Registered number: NI016202

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Company Information


Directors
Robertus Haesakkers 
Kevin Hancock 
Yohei Maruyama 
Nobuhiko Bando 
Kazuo Morita (appointed 1 January 2023)
Takanori Otsuji (appointed 1 January 2023, resigned 1 April 2024)
Tomoku Furuyama (appointed 1 April 2024)




Registered number
NI016202



Registered office
Forsyth House
Cromac Square

Belfast

Northern Ireland

BT2 8LA




Independent auditor
Grant Thornton
Chartered Accountants & Statutory Auditors

13-18 City Quay

Dublin 2

Republic of Ireland




Bankers
Bank of Ireland
11 Upper English Street

Armagh

Northern Ireland




Solicitors
Birkett Long LLP
Faviell House

1 Coval Wells

Chelmford

Essex

United Kingdom





 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Contents



Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20


 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Directors' report
For the financial year ended 31 December 2023

The directors present their report and the financial statements for the financial year ended 31 December 2023. On 2 January 2024, the Company changed its name to Thermotraffic (N.I.) Ltd.

Principal activities

The principal activities of the Company are the holding of investments in companies providing storage services, and investment in and management of property used in the business of a wholly-owned subsidiary.

Results and dividends

The loss for the financial year, after taxation, amounted to £338,792 (2022: profit £242,141).

The directors have recommended a dividend in the current year of £Nil (2022: £Nil).

Directors

The directors who served during the financial year were:

Robertus Haesakkers 
Kevin Hancock 
Yohei Maruyama 
Nobuhiko Bando 
Kazuo Morita (appointed 1 January 2023)
Takanori Otsuji (appointed 1 January 2023, resigned 1 April 2024)

Principal risks and uncertainties

As the Company only provides management services to subsidiary undertakings, the directors do not consider that the company is exposed to any principal risks and uncertainties directly.

Going Concern

The Directors, having made appropriate enquiries, have a reasonable expectation that the Company will have adequate resources to continue in operation for the foreseeable future.
The Company has substantial net assets as set out in the Statement of Financial Position. It has sufficient resources to meet any reasonably foreseeable obligation.
The Company also owns a portfolio of freehold properties which they lease out to the subsidiary entity. Further, they expect its subsidiary to earn higher net profits in the next year resulting from significant contracts signed during the financial year.
Taking into account all of the above the directors consider it appropriate to adopt the going concern basis on preparing the financial statements.

Statement of relevant audit information

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

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

Page 1

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Directors' report (continued)
For the financial year ended 31 December 2023

Events after reporting date

On 2 January 2024, the Company changed its name to Thermotraffic (N.I.) Ltd. 

There have been no other significant events since the financial year end, which require adjustment to or disclosure in these financial statements

Auditor

The auditor, Grant Thorntonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





................................................
Robertus Haesakkers
Director
................................................
Kevin Barry Hancock
Director


Date: 1 May 2024

Page 2

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Directors' responsibilities statement
For the financial year ended 31 December 2023

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards, 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report was approved by the board:



................................................
................................................
Robertus Wilhelmus Haesakkers
Kevin Barry Hancock
Director
Director

Date: 1 May 2024

Page 3

 
 
img72c8.png
 
Independent auditor's report to the members of Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
Opinion


We have audited the financial statements of Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited), which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the financial year ended 31 December 2023, and the related notes to the financial statements, including a summary of significant accounting policies.  

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In their opinion, Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)'s financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2023 and of its financial performance for the financial year then ended; and


have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted their audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. The responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of their report. We are independent of the Company in accordance with the ethical requirements that are relevant to their audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled their 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 their opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the management' 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 Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our responsibilities, and the responsibilities of the management, with respect to going concern are described in the relevant sections of this report.
Page 4

 
 
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Independent auditor's report to the members of Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited) (continued)



Other information


Other information comprises the information included in the Annual Report, other than the financial statements and their Auditor's report thereon, including the Directors' report. The management are responsible for the other information. The opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in their report, we do not express any form of assurance conclusion thereon.


In connection with their audit of the financial statementstheir responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or their knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' report has 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 company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report.

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 their opinion:


adequate accounting records have not been kept, or returns adequate for their 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 management' remuneration specified by law are not made; or

we have not received all the information and explanations we require for their audit; or

the management were not entitled to take advantage of the small companies' exemptions from the  requirement to prepare a strategic report or in preparing the Directors' report.

Page 5

 
 
img23b5.png
Independent auditor's report to the members of Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited) (continued)
 
Responsibilities of management and those charged with governance for the financial statements
 

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of an auditor's 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with data protection requirements in the jurisdictions in which the Company operates and holds data, non-compliance related to employment regulation in the UK and other environment regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and local tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
Page 6

 
 
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Independent auditor's report to the members of Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited) (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud
inspection of the company’s regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate enquiries made;
gaining an understanding of the internal controls established to mitigate risk related to fraud; discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing
challenging assumptions and judgements made by management in their significant accounting estimates, including cost to completion, trade debtors and provisions;
review of the financial statement disclosures to underlying supporting documentation and enquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities
 

This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.



 
 
Jason Crawford (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants & Statutory Auditors
13-18 City Quay
Dublin 2
 
Date:
 1 May 2024
Page 7

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Statement of comprehensive income
For the financial year ended 31 December 2023

2023
2022
Note
£
£

  

Turnover
 4 
200,000
200,003

Gross profit
  
200,000
200,003

Administrative expenses
  
(120,526)
(120,528)

Operating profit
  
79,474
79,475

Tax on profit
 6 
(418,266)
162,666

Profit for the financial year
  
(338,792)
242,141

There was no other comprehensive income for 2023 (2022: £NIL).

The notes on pages 11 to 20 form part of these financial statements.

Page 8

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
Registered number:NI016202

Statement of financial position
As at 31 December 2023

2023
2022
Note
£
£

  

Fixed assets
  

Tangible assets
 7 
6,229,076
6,349,602

Investments
 8 
3,330,982
3,330,982

  
9,560,058
9,680,584

Debtors: amounts falling due within one year
 9 
36,718
36,718

  
36,718
36,718

Current liabilities
  

Creditors: amounts falling due within one year
 10 
(8,514,475)
(8,714,475)

Net current liabilities
  
 
 
(8,477,757)
 
 
(8,677,757)

Total assets less current liabilities
  
1,082,301
1,002,827

Provisions for liabilities
  

Deferred taxation
 11 
(498,837)
(80,571)

  
 
 
(498,837)
 
 
(80,571)

Net assets
  
583,464
922,256


Capital and reserves
  

Called up share capital 
 12 
480,001
480,001

Profit and loss account
 13 
103,463
442,255

Shareholders' funds
  
583,464
922,256


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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



................................................
Robertus Haesakkers
................................................
Kevin Hancock
Director
Director


Date: 1 May 2024

The notes on pages 11 to 20 form part of these financial statements.

Page 9

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
480,001
442,255
922,256


Comprehensive income for the year

Loss for the year
-
(338,792)
(338,792)


At 31 December 2023
480,001
103,463
583,464



Statement of changes in equity
For the year ended 31 December 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
480,001
200,114
680,115


Comprehensive income for the year

Profit for the year
-
242,141
242,141


At 31 December 2022
480,001
442,255
922,256


The notes on pages 11 to 20 form part of these financial statements.

Page 10

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Notes to the financial statements
For the financial year ended 31 December 2023

1.


General information

Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)  is a private company limited by shares which is registered and incorporated in Northern Ireland. The Company's registered office is Forsyth House, Cromac Square, Belfast, Northern Ireland, BT2 8LA. On 2 January 2024, the Company changed its name to Thermotraffic (N.I.) Ltd.

2.Summary of significant 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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company qualifies as a small company as defined by the Companies Act 2006 in respect of the financial year and has applied the rules of the 'Small Companies Regime' in accordance with section 415A of the Act

The Company's functional and presentational currency is Pound Sterling (£).

The following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - Reduced disclosure exemptions

FRS 102 allows a qualifying entity certain disclosure exemptions. The company is a qualifying entity and has taken advantage of the following disclosure exemptions:

i)Exemption from the requirements of Section 3 'Financial Statement Presentation' paragraph 3.17 (d) and the requirements of Section 7 'Statement of Cash Flows'

ii)Exemption from the requirements of Section 11 'Basic Financial Instruments', paragraph 11.39 to 11.48A and the requirements of Section 12 'Other Financial Instruments Issues' paragraphs 12.29;

iii)Exemption from the requirements of Section 33 'Related Party Disclosures', paragraph 33.7;

The smallest and largest group into which the results of the Company are consolidated is that headed Nichirei Holding Holland B.V., see note 16 for further details.

Page 11

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Notes to the financial statements
For the financial year ended 31 December 2023

2.Summary of significant accounting policies (continued)

 
2.3

Going concern

The Directors, having made appropriate enquiries, have a reasonable expectation that the Company will have adequate resources to continue in operation for the foreseeable future. 
The Company has substantial net assets as set out in the Statement of Financial Position.
The Company also owns a portfolio of freehold properties which it leases out to its subsidiary entity. Further, it expect its subsidiary to earn profits in the next year resulting from significant contracts signed during the financial year.
Taking into account all of the above the directors consider it appropriate to adopt the going concern basis in preparing the financial statements.

 
2.4

Revenue

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.

 
2.5

Tangible fixed assets - freehold property

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.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of comprehensive income during the period in which they are incurred.

Page 12

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Notes to the financial statements
For the financial year ended 31 December 2023

2.Summary of significant accounting policies (continued)


2.5
Tangible fixed assets - freehold property (continued)

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
-
50 years

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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company 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 Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

  
2.8

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 ordinary shares.

Debt instruments (other than 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 in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 Statement of comprehensive income. 
 
Page 13

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Notes to the financial statements
For the financial year ended 31 December 2023

2.Summary of significant accounting policies (continued)

2.8  Financial instruments (continued)

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a 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 reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.

 
2.9

 Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.10

 Current and deferred taxation

The tax expense for the financial year comprises current and deferred tax. Tax is recognised in profit or loss 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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

  
2.11
 Consolidation
Page 14

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 

Notes to the financial statements
For the financial year ended 31 December 2023

2.Summary of significant accounting policies (continued)


The Company is ultimately a subsidiary of an EU parent which itself prepares publicly available consolidated financial statements and is therefore exempt from the requirement to prepare consolidated financial statements in accordance with Section 400 of the Companies Act 2006. Consequently, these financial statements deal with the results of the Company as a single entity.

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management makes a number of judgments, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Impairment of investments
In assessing impairment, management estimates the recoverable amount of each asset or cash generating units based on expected future cash flows and uses and interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sales - Rental income
200,000
200,003



5.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).

Page 15

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Notes to the financial statements
For the financial year ended 31 December 2023

6.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(73,667)


Taxation of profit/(loss) on ordinary activities
-
(73,667)

Deferred tax


Origination and reversal of timing differences
418,266
86,677

Adjustments in respect of prior periods
-
(123,309)

Effect of changes in tax rates
-
(52,367)

Total deferred tax
418,266
(88,999)


Tax on profit
418,266
(162,666)

Factors affecting tax charge for the financial year

The tax assessed for the financial year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The standard rate of UK Corporation Tax remained at 19% until 31 March 2023. The Finance Act 2021, which was published on 11 March 2021 and has received Royal Assent in July 2021, states that this rate is to be increased from 19% to 25% on 1 April 2023. In summary, the rate of corporation tax from 1 April 2023 increased to 25% for companies generating taxable profits of more than £250,000. The current 19% tax rate will continue to apply to ‘small’ companies with profits less than £50,000, with a ‘taper relief rate’ for those companies with profits between the new thresholds. The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
79,474
79,475


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
19,869
15,100

Effects of:


Remeasurement of deferred tax for changes intax rates
-
34,310

Fixed asset differences
(76,255)
(75,702)

Tax losses carried forward
-
60,602

Movement in deferred tax
418,266
-

Adjustments to tax charge in respect of previous periods - current tax:
-
(73,667)

Adjustments to tax charge in respect of previous periods - deferred tax:
-
(123,309)

Group surrendered losses
56,386
-

Total tax charge for the financial year
418,266
(162,666)

Page 16

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Notes to the financial statements
For the financial year ended 31 December 2023
 
6.Taxation (continued)


Factors that may affect future tax charges

Deferred tax at the reporting date has been measured using the enacted tax rates.


7.


Tangible fixed assets





Freehold property

£



Cost or valuation


At 1 January 2023
8,161,812



At 31 December 2023

8,161,812



Depreciation


At 1 January 2023
1,812,210


Charge for the financial year on owned assets
120,526



At 31 December 2023

1,932,736



Net book value



At 31 December 2023
6,229,076



At 31 December 2022
6,349,602




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Freehold
6,229,076
6,349,602


Page 17

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Notes to the financial statements
For the financial year ended 31 December 2023

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
3,330,982



At 31 December 2023

3,330,982






Net book value



At 31 December 2023
3,330,982



At 31 December 2022
3,330,982


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Thermotraffic Limited (formally Norish Limited)
United Kingdom

Thermotraffic Limited (formally Norish Limited)  is a provider of temperature controlled, ambient storage and related logistics services to the food industry.

Ordinary

  100%


Thermotraffic Limited (formally Norish Limited)'s registered office is in Northern Industrial Estate, Bury St Edmunds, Suffolk, IP32 6NL.


9.


Debtors: Amounts falling due within one year

2023
2022
£
£


Corporation tax repayable
36,718
36,718


Amounts due from group undertakings were unsecured, interest free, have no fixed date of repayment and are repayable on demand.
 

Page 18

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Notes to the financial statements
For the financial year ended 31 December 2023

10.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
8,514,475
8,714,475


Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. 


11.


Deferred taxation




2023


£






At beginning of financial year
(80,571)


Charged to the profit or loss
(418,266)



At end of financial year
(498,837)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Fixed asset timing differences
(498,837)
(80,571)


12.


Share capital

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



480,000 Ordinary shares of £1 each
480,000
480,000
1 A Ordinary share of £1
1
1

480,001

480,001


Page 19

 
Thermotraffic (N.I.) Ltd. (formally Norish (N.I.) Limited)
 
 
Notes to the financial statements
For the financial year ended 31 December 2023

13.


Reserves

Profit and loss account
Includes all current and prior period retained profits and losses.

Issued share capital
Issued share capital represents the nominal value of shares issued.


14.


Contingent liabilities

The company has an unlimited multilateral company guarantee with HSBC Bank plc securing all liabilities including Thermotraffic Ltd. (formally Norish Limited). The amount of the exposure for the Companies as at 31 December 2023 was £455,355 (2022: £2,877,729).


15.


Related party transactions

The Company has availed of the exemption provided in FRS 102 section 33, "Related Party Disclosures" not to disclose transactioins entered into with the fellow group companies that are wholly owned within the group of companies of which the Company is wholly owned under.


16.


Controlling party

The Company is a wholly owned subsidiary of Nichirei Holding Holland B.V., a company incorporated in the Netherlands.
The immediate parent undertaking  Nichirei Holding Holland B.V. is the smallest group in which the Company's financial statements are included. These financial statements are available at Nichirei Holding B.V., Van Nelleweg 1, 3044 BC Rotterdam, the Netherlands. 

The largest group into which the results of the company are included is that headed by Nichirei Corporation. Group financial statements can be obtained from the company secretary at Nichirei Corporation, Nichirei Higashi-Ginza Building 6-19-20 Tsukiji, Chuo-ku, Tokyo 104-8402 Japan.


17.


Events after reporting date

On 2 January 2024, the Company changed its name to Thermotraffic (N.I.) Ltd. 
There have been no other significant events since the financial year end, which require adjustment to or disclosure in these financial statements.


18.


Approval of financial statements

The directors approved the financial statements and authorised them for issue on 1 May 2024

Page 20