Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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KETER UK LIMITED
CONTENTS
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KETER UK LIMITED
COMPANY INFORMATION
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KETER UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their strategic report on the company for the year ended 31 December 2023. The principal activity of the company during the year was that of manufacturing and distributing resin-based consumer products.
Business review and future developments The past 4 years have seen unparalleled challenges including Brexit, Corona virus pandemic and international conflict, leading to high interest rates, high inflation, and a cost-of-living crisis. The consequence of these events has been an unstable and challenging economic environment. Keter UK’s leadership team continually analyse the business and commercial landscape to ensure the business remains agile to the environment and to secure a sustainable future for the business. Following an in-depth review, the decision was taken to consolidate all manufacturing into our Banbury plant and partner with a third-party provider of logistics to provide warehousing and shipment of finished goods inventory. This resulted with the closure of our production and distribution facility in Redruth. This closure was proposed in April 2023 and following a full consultation process the facility was closed during December 2023. The business engaged with our employees to minimise the number of redundancies following this closure and where possible employees were offered the opportunity to relocate and work at the Banbury facility. Employees whose roles were going to be redundant were given an enhanced redundancy package where applicable and the business hosted employment workshops with recruitment agencies as well as other local companies offering employment. The £4.1m costs of this necessary restructuring are recognised in the statutory accounts (note 11). The results for the year were as expected by the directors given the prevailing market and the restructuring of the business during the year. Turnover for the year ended 31 December 2023 has decreased to £113.0m (2022: £127.2m), driven by softened demand due to the continued increase in the cost of living and generally high retailers inventory levels entering the trading year. Costs of sales have decreased to £83.7m (2022: £96.7m) in line with the fall in turnover. After eliminating the intercompany royalty recharge, gross profit margin has risen to 26.9% (2022: 24.6%). Distribution costs of £15.1m (2022: £17.3m) were impacted by reduced sales in the year. Administrative expenses of £17.4m (2022: £11.4m) have increased primarily due to local restructuring costs during the year (£4.1m), increased management fees for global restructuring costs (£0.8m) and increased A&P costs to drive sales (£0.5m) (note 11). There were net foreign exchange losses of £0.9m in the year (2022: losses of £0.5m). Stocks held on 31 December 2023 have slightly increased to £8.7m (2022: £8.5m) to provide extra fulfilment cover for Q1 2024 following the consolidation of manufacturing operations. The net assets of the company on 31 December 2023 decreased to £9.8m (2022: £13.1m), in line with the loss generated in the year. Net amounts owed to group entities reduced to £23.0m on 31 December 2023 (2022: £25.7m). Future developments The group continues to see the UK business as a key component of its overall sales strategy and its commitment to the company through financial investment, ongoing development of its employees and continuing investment in the infrastructure of the business reflects the company's key position within the group. In the new financial year, the company continues to manage challenging economic conditions and is continually reviewing the profitability of its operations to ensure the company remains competitive. These are considered in more detail in the going concern paragraph in the directors’ report on page 7. |
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KETER UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Financial key performance indicators
The company measures itself in a number of different ways using key performance indicators (KPIs) at various levels in the organisation. The highest level of financial KPIs are: Turnover growth Gross profit margin Debtor days Stock days Against these KPIs, company performance was as follows: Turnover In 2023 turnover decreased by 11%, following a decrease of 15.0% in 2022, principally due to the sharp rise in the cost of living driven by the impact of the war in Ukraine and the long term global financial effects of the Covid 19 pandemic. Gross profit margin The gross profit margin has increased to 26.9% (2022: 24.0%) through operational cost control and improved market prices back towards normalisation. Debtor days The level of debtor days decreased during the year and the control of debtors is key to maintaining working capital in the business. Credit control processes have remained strong and has resulted in a small decrease in debtor days (excluding VAT) to 36 days on 31 December 2023 (2022: 38). Stock days As with debtor days, the level of stock days fluctuates during the year. The control of stock is important from several perspectives, and a balance needs to be maintained between satisfying sales demand, optimising operational capacity, and working capital management. Stock days have increased to 21 days on 31 December 2023 (2022: 14). Principal risks and uncertainties The directors address both the strategic and specific business risks facing the company including, but not restricted to, the environment and social responsibility risks using management procedures. These management procedures consider all aspects of the business: the market sectors in which the company operates and the nature and quality of its customers and suppliers. War in Ukraine The company seeks to mitigate any ongoing price increases as a result of the conflict where possible through operational efficiencies, a flexible purchasing strategy to capitalise on most favourable pricing, utilising any available government led support packages, and through the ongoing review of sales prices. Price risk Keter UK Ltd works hard with its customers to ensure they receive innovative products that offer value for money and the highest levels of customer service. This adds value to the company's commercial proposition and enhances its core skills of delivering a quality product. The risk is managed through the contractual terms. Supplier risk The principal risks to the business are the competitive environment and the volatility of material prices. The company mitigates this to a certain extent with the use of group purchasing power. |
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KETER UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Principal risks and uncertainties (continued)
Liquidity risk The company has sufficient liquid resources to meet the operating needs of its business. The directors monitor the working capital requirements of the business to ensure that the company's obligations can be met. Credit risk The company's credit risk is primarily attributable to its trade debtors. Management monitor on an ongoing basis the level of trade debtors to identify any bad debts. Credit risk is mitigated by credit insurance and remaining risk distributed over customer balances. Health and safety The company is committed to the training and maintaining of a good quality and motivated workforce. The directors are continually seeking to improve the health, safety and welfare of their staff. The company has regular reviews of its practices to ensure that they are following best practice.
The directors are required to act in the way he or she considers would be most likely to promote the success of the company for the benefits of its members as a whole, and work in collaboration with the company’s senior management team and the Keter Group management team in order to achieve this, as set out below.
A key priority of the board of directors is to create a safe and secure working environment for all our employees. The management team measure RIDDOR incidents by law but also monitors non recordable incidents with the aim to build solid action plans to mitigate the risk of them becoming future serious accidents. This is regularly discussed at management meetings, and significant importance is placed on investing in health and safety related capital equipment and procedures. The directors must also safeguard the business by ensuring its long term viability through promoting the organisation to achieve sustainable and profitable sales growth, analysing the performance of business results alongside the most effective operating structure, and carry out necessary actions to achieve financial health and security. One of our core values is #oneteam and we demonstrate this value by engaging with employees through regular communication to share both business progress, challenges, and future. We actively encourage suggestions and feedback from everyone within the business. The company’s culture and values are critical to sustaining an engaged workforce and as such the directors ensure they practise the Keter DNA daily. Sustainability is both an emotional and structural commitment for the Keter worldwide business. In the UK, from an emotional perspective we support visits from local schools to educate students and promote the UK manufacturing industry, and to see how people gain opportunities and develop in our business. We also contribute products to a wide range of charities to sell in raffles or use on their sites. Structurally the business uses an operational scorecard to monitor efficiencies with the aim to minimise usage of utilities and virgin resin and operate in an environmentally conscious way. We have also launched several 100% recycled ranges under our Curver and Stewart Brands and we are focused on building products that last for the long term, with some ranges even carrying lifetime guarantees. Globally Keter is currently the largest user of recycled plastic in our industry and has core deliverables through the “Keter everyday sustainability 2025 pledge” which details progress and actions planned to deliver five core objectives: 1. 55% of recycled content in total production 2. Continued zero production of single use plastic consumer products 3. 25% reduction in greenhouse gas emissions from production 4. Zero waste to landfill from production 5. Product end of life programs implemented in all regions Further details on sustainability and actions taken on a global level by Keter group can be found at: https://www.keter.com /en gb/sustainability |
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KETER UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Statement by the directors on performance of their statutory duties in accordance with s.172(1) Companies Act 2006 (continued)
Keter UK shares the corporate long-term mission to be the preferred choice of customers and consumers for innovative, high quality and affordable resin-based solutions. This mission has been at the foundation of the business for the last 75 years and is at the heart of our business as we plan the future. To ensure we continue to deliver in line with this mission we take time to understand the changing needs of both our customers and end consumers through market assessments, category specific focus groups and media trends. This insight is utilised and turned into innovative, high quality, affordable solutions. The business builds long term partnerships with our suppliers, customers and consumers and consistently seeks to understand and identify the shifting trends and needs of each party. A process of regular review and feedback is instilled from the Keter DNA values which are the blue print of our ways of working, and dates back to the founding of the business in 1948 when the Sagol family had the vision of exporting Keter branded, resin based products made in Israel to homes around the world, and evolving the industry ever since. Keter employees are encouraged to have high aspirations and a desire to win, demonstrate passion and energy and show a bias to action. Above all they act as One Keter and are respectful of each other, our customers, and consumers and all those we interact with. The Keter DNA represents our culture and is what makes Keter unique, it is the glue that holds our organization together and is supported, communicated, and emphasized in everything that we do. Our People are the Heart and Soul of Keter and it is key we all carry the Keter DNA within us and ensure that our behaviours continuously demonstrate this. Post year-end, Keter UK Limited is a wholly owned subsidiary of Keter Group Holding Limited and the directors have regular and open dialogue with its representatives.
This report was approved by the board and signed on its behalf.
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KETER UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
The loss for the year, after taxation, amounted to £3,065,724 (2022 - profit £467,604).
The loss after taxation includes exceptional restructuring costs of £4,050,141, as detailed in Note 11.
Charitable donations in the year amounted to £2,222 (2022 - £700).
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
In line with the Streamlined Energy and Carbon Reporting legislation, the company is required to report its energy consumption and greenhouse gas emissions arising in the UK. All scope 1 & 2 sources of energy and emissions have been disclosed as well as mandatory scope 3 sources of energy and emissions.
The data relates to the UK emissions of the subsidiary subject to the legislation, for the 12 month period from 1 January to 31 December 2023 with the comparative period from 1 January to 31 December 2022. 2023 2022 Total energy consumption 9,967,860 kWh 11,276,240 kWh Emissions from combustion of fuel for the 46.51 tCO2e 3.26 tCO2e
purposes of transport (scope 1)
Emissions from other activities including Nil tCO2e 16.96 tCO2e process and fugitive (scope 2) Emissions from purchased electricity (scope 2) 1,746 tCO2e 1,758 tCO2e Total gross emissions 2,039 tCO2e 2,160 tCO2e Annual MWh per Tonnes of Production 1.06 1.13 Annual tCO2e per Tonnes of Production 0.22 0.22 |
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KETER UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Streamlined Energy and Carbon Reporting (SECR) (continued)
Quantification and Reporting Methodology:
All conversion factors and fuel properties used in this disclosure have been taken from the 2023 “UK Government Greenhouse Gas Conversion Factors for Company Reporting” published by the Department for Business, Energy & Industrial Strategy (BEIS) and the Department for Environment, Food & Rural Affairs (DEFRA). All greenhouse gas emissions have been expressed in terms of their carbon dioxide equivalence. Energy consumption expressed in kilowatt-hours has been taken from suppliers' invoices. Conversion factors for the average UK generation mix have been used to calculate greenhouse gas emissions. For company owned vehicles mileage data has been supplied for Petrol and Diesel cars along with the engine sizes. Conversion factors based on the fuel type and engine size have been used to calculate greenhouse gas emissions and underlying energy use. Maintenance records did not contain any instances of refrigerant leaks during the reference period. No other fugitive emissions have been identified. Intensity Ratio: The directors have chosen to report the company's emissions against tonnes of production. Energy Efficiency Actions: Keter have made a 2025 Sustainability Pledge: • 55% of recycled content in total production. • Continued zero production of single-use plastic consumer products. • 25% reduction in greenhouse gas emissions from production. • Zero waste to landfill from production. • Product end-of-life programs implemented in all regions. During the reporting period Keter closed the Redruth site which has naturally seen emissions fall and will fall further over the next 12 months. The ESOS reports will be completed and submitted during 2024 to look for further consumption-based savings. The Banbury site remains in a CCA and has an ambitious target to meet during 2024. Although the production figures have dropped the consumption has reduced further which shows good control over the usage.
This report was approved by the board and signed on its behalf.
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KETER UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors are responsible for preparing the strategic report, 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 (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 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 2006. They 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.
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KETER UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER UK LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
We have audited the financial statements of Keter UK Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the 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).
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 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.
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 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.
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KETER UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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KETER UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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 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 engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the manufacturing sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue & Customs, relevant regulators including the Health and Safety Executive, and the Company’s legal advisors.
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KETER UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KETER UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Auditor's responsibilities for the audit of financial statements (continued)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date: |
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KETER UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
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REGISTERED NUMBER:04992337
KETER UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 32 form part of these financial statements.
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KETER UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Keter UK Limited manufactures and distributes resin based consumer goods. The company has manufacturing plants in the UK and sells primarily to the UK.
The company is a private company limited by shares and incorporated in England and Wales. The address of its principal place of business is Beaumont Industrial Estate, Beaumont Road, Banbury, OX16 1TP. Its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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 ("FRS 102") 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 has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102.
∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
The company is included in the consolidated financial statements of Keter Group Holding S.a.r.l. for the year ended 31 December 2023. Those financial statements may be obtained by written request from 4587 Differdange, Luxembourg.
The following principal accounting policies have been applied:
The company is being affected by current UK economic issues during post year end trading including wage price inflation, raw material cost increases, interest rate increases and reduced demand. The directors have prepared forecasts up to the year ending 31 December 2026 and these show a cash generative position.
At 31 December 2023, the company has amounts owed to group companies of £21.6m. The company has obtained confirmation that the balance will only be repayable once the company has sufficient funds. Accordingly the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future and they continue to adopt the going concern basis in preparing the financial statements. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Hive-up accounting
Trade and asset hive-ups arising in 2017 have been accounted for through a re-designation from cost of investment to goodwill (net of any profits arising between acquisition and hive-up). In accordance with accounting guidance the intangible asset value has been limited to that which would have arisen had the hive-up taken place immediately post acquisition. Goodwill 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 profit and loss account over its useful economic life.
The estimated useful lives range as follows:
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 profit or loss during the period in which they are incurred. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (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.
The estimated useful lives range as follows:
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.
Ordinary shares are classified as equity.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets 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 profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
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. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
The company's functional and presentational currency is Sterling (£). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of 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 the 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 profit and loss account. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and similar income' or 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.
The tax expense for the 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 balance sheet 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 balance sheet 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgments and estimates that the directors have made in the process of applying the company’s accounting policies and that had the most significant effect on the amounts recognised in the financial statements: Impairment and amortisation of goodwill In preparing these financial statements, the directors have exercised judgment in determining whether there are indicators of impairment of the goodwill derived from the Stewart Plastics Limited acquisition in 2017. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the underlying trade, and such impairment assessments are inherently judgmental. The directors have also exercised judgement in determining the useful economic life of goodwill. The directors have concluded that this is 10 years and have amortised goodwill over this period. Stock absorption As part of the company’s principal activities, the company manufactures goods for resale. In the calculation of the total cost of this work in progress, the directors have exercised judgment in determining what costs need to be absorbed into the final work in progress and the rate at which these costs are to be absorbed. Cost absorbed include elements of the costs of production labour, the utilisation of machinery used and utilities (such as light, heat, power and rents) consumed during the production process. The directors exercise judgement in determining the absorption rates used, on a product by product basis. Inventory provision The company makes an estimate of the recoverable value of inventory. When assessing recoverability of inventory, management considers factors including the ageing profile of inventory, consumer demand and changes in tastes and fashions. Bad and doubtful debt provision The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the aging profile and historical experience. Customer rebates Customer rebates are accrued for on a monthly basis but are subject to final negotiation, agreement and settlement with the records held by the customer. The accrual at the balance sheet date is therefore based on the company’s knowledge of the agreement and the transactional records held with the customer by the company and is therefore management’s best indication of the rebate they expect to be claimed by the customer. The actual rebate may be higher or lower than accrued. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Analysis of turnover by country of destination:
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10.Taxation (continued)
The company has trading losses of approximately £1,627,000 available for carry forward against future profits.
A deferred tax asset of £396,478 has been recognised in the accounts in respect of these losses, at prevailing corporation tax rates. The company has net fixed asset and short term timing differences of £594,206 (2022: £1,257,058) giving rise to a deferred tax liability of £148,551 (2022: £314,265). The liability arising on timing differences has been net against any deferred tax asset to reach a deferred tax asset of £247,927 (2022: liability of £314,265). |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
On 31 December 2017 the trade and certain assets of Stewart Plastics Limited were transferred to Keter UK Limited at book value.
In accordance with Generally Accepted Accounting Practice, the original cost of investment in Stewart Plastics Limited has been transferred to intangible assets at the level originally recorded at the acquisition date adjusted for subsequent amortisation. |
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Comparative figures at 31 December 2022, in the sum of £1,678,832, have been reanalysed from trade creditors to amounts owed to group undertakings in creditors due within one year. There is no impact on the reported net assets at 31 December 2022 or profit for the year ended as a result of this reanalysis.
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Profit and loss account
The profit and loss account represents all current and prior period retained profits and losses.
The company is jointly and severally liable for secured group borrowings on a facility of up to €31 million. As at 31 December 2023, borrowings from group companies amounting to €10.5m (2022: €20.3m) were due to Deutsche Bank.
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The charge for pension costs represents contributions payable by the company to the fund and amounted to £633,570 (2022: £704,242). Contributions totalling £53,059 (2022: £64,025) were included within current liabilities at the balance sheet date.
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KETER UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
At the balance sheet date, the immediate controlling party was
At the balance sheet date, the directors regarded CIE Management IX Limited acting for and on behalf of BC European Capital IX as the ultimate controlling party. Subsequent to the year end, from 29 April 2024, the immediate controlling party remains Keter Benelux B.V. and the directors consider there to be no ultimate controlling party.
The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
Amounts owed to group companies of £21,609,392 (2022: £19,456,436) included within creditors due within one year are interest free, have no fixed repayment date and are repayable on demand.
The immediate parent company is Keter Benelux B.V., a company incorporated in the Netherlands.
The parent undertaking of the largest group of undertakings for which the group financial statements are drawn up and of which the company is a member is Keter Group Holding Limited, a company incorporated in England and Wales. Copies of group financial statements are available upon written request from the registered office. |