Registration number:
Auscot Holdings Limited
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Brebners
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Auscot Holdings Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Income Statement |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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Consolidated Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Auscot Holdings Limited
Company Information
Directors |
Mr J G Greig Mrs J A Greig Mr R W Greig Mrs J Greig |
Company secretary |
Mrs J A Greig |
Registered office |
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Auditor |
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Auscot Holdings Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal Activities
The principal activity of the group continued to be that of the distribution of frozen seafood products.
Fair Review of the Business
The directors note that 2023 has been a difficult year for the group. The business has seen a 10.3% reduction in turnover however the directors note that the 2022 results were exceptionally high with the business benefiting from the pent-up demand post Covid. Current turnover is still notably higher than pre-Covid levels.
Despite turnover reducing by £4.82m, the overall gross profit has remained fairly consistent, falling by just £222k as the business has been able to improve the GPM from 9.61% to 10.19%. The directors note the significant cost reductions resulting from fuel prices stabilising, falling energy costs, lower import and duty related costs and more efficient stock purchasing.
The directors have monitored group overheads very closely- Unfortunately soaring interest rates resulted in a significant rise in interest payable.In addition to this, the previous year reported other operating income of £151k relating to the sale of the trade customer list and these two factors have ultimately led to the reduction in profit,
Net assets at 31 December 2023 amounted to £7,755,875 (2022: £7,983,409).
The directors note that 2022 stock was exceptionally high and there has been an active focus to reduce this to a more realistic and appropriate level.
The directors are focused on continually improving the purchasing systems and stock monitoring systems, as well as long term growth strategies such as marketing, obtaining relevant accreditations and investing in people, new technology and equipment. The group also continues to utilise NTF Europe SL (100% subsidiary incorporated in Spain) to encourage growth in the EU and to ensure it continues to have the same access and trading rights with the EU particularly in the Republic of Ireland following BREXIT.
The directors understand that external factors will continue to impact future profit margins but are hopeful that the business will remain profitable in the year ending 31 December 2024.
Financial Key Performance Indicators
The group's key financial and other performance indicators during the year were as follows:
Unit |
2023 |
2022 |
|
Turnover |
£000 |
41,826 |
46,644 |
Turnover Percentage Change |
% |
(10) |
20 |
Gross Profit |
£000 |
4,263 |
4,485 |
Gross Profit Percentage |
% |
10 |
10 |
Auscot Holdings Limited
Strategic Report for the Year Ended 31 December 2023
Non-Financial Key Performance Indicators
The group seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of its business. It believes that the consistent adoption of reasonable business practice is essential for operational excellence which in turn ensures the delivery of its core objectives of sustained profitability.
The group will continue to invest in the underlying systems, governance and infrastructure to support the group going forward.
In a group of this size the directors consider there are collectively numerous non-financial performance indicators but that individually none are key.
Principal risks and uncertainties
The group uses various financial instruments including cash balances, invoice financing, bank loans, trade debtors and trade creditors. The main purpose of these instruments is to raise finance for the group's continuing operations. The existence of these financial instruments exposes the group to a number of financial risks, some of which are described in more detail below. The directors monitor and review these risks regularly.
The group is exposed to interest rate risk, this is managed by the use of both fixed and floating facilities on the overdrafts in use.
The group is exposed to credit risk, the risk that counterparties will not be able to meet their obligations as they fall due. There are regular credit reviews of counterparty limits, this risk is further mitigated by the group through credit insurance and continuous contact with its customers.
The group is exposed to foreign exchange risk. The nature of the group's operations mean the majority of goods purchased are denominated in foreign currency. The directors regularly review foreign currency markets in order to mitigate the effects of significant negative exchange movements. The group continued to enter into forward currency contracts throughout the year to further mitigate the risk.
The group is exposed to operational risk, the risk caused by failures in business processes, or the systems or physical infrastructure that support them, that have the potential to result in financial loss or reputation damage. This includes errors, omissions, systems failure, lack of resources or physical assets and deliberate acts such as fraud. The regulated environment in which the group operates imposes reporting requirements and continuing self assessment and appraisal. The group seeks to continually improve its operating efficiencies and standards.
In respect of bank balances the group manages liquidity risks by maintaining a balance between the continuity of funding and flexibility through use of invoice financing.
Overall the group monitors cashflow on a daily basis, including a review of available banking facilities, debtors and creditors to ensure the group has sufficient working capital to meet its outgoings as they fall due and to maintain continued trading.
Section 172 (1) statement
The companies (Miscellaneous Reporting) Regulations 2018 require Directors to explain how they considered the interest of key stakeholders' as set out in section 172(1) (A) to (F) of the Companies Act 2006 when performing their duty to promote the success of the company. The following paragraphs summarise how the Directors fulfil their duties:
Auscot Holdings Limited
Strategic Report for the Year Ended 31 December 2023
Long term decision making
By operating in a competitive market, it has remained necessary for the group to continue adapting and expanding their business. Following on from the incorporation of NTF Europe (a subsidiary incorporated in Madrid) and the acquisition of S. & A Hart in 2021, the group have solidified their ability to efficiently trade throughout the EU and have also begun expanding their position in the Seafood market.
The group have a number of long- standing customer and supplier relationships and continues to invest resources in maintaining and developing these relationships. The directors are aware of the significance of repeat business and the growth achieved as a result.
Sustainability of the business is also considered to be an important factor in long term decision making.
Employees interests
The Auscot group is a family run business and the workforce is made up of a number of long standing employees who have grown with the business over the years. The directors note the business has a low level of staff turnover and employees have good job satisfaction.
The group is focused on attracting new talent however also promotes and encourages internal growth with existing employees.
The group has an Enterprise Management Incentive Scheme for some of the group's employees which highlights the focus and appreciation of key staff members.
Relationships with suppliers, customers and others
The group recognises the need to work with and support both customers and suppliers of the business and is proud of the relationships they have established. The directors regularly visit key suppliers and maintain continuous communication to ensure both parties needs are met. The directors will continue developing these relationships and identifying any new opportunities as they arise.
Impact on the community and environment
As the environmental aspects of a business continue to become more and more significant, the group is continuing to adapt their business and find ways to minimise their impact on the environment.
Following the introduction of the plastic packaging tax, the group has been following the relevant legislation and is researching into alternative packaging solutions.
In addition to this, the group continues to look for ways to reduce the environmental impact of the coldstores and importing from overseas.
Reputation for high standards and business conduct
The directors consider it crucial that the group maintains a reputation for high standards of business conduct.The board of directors have approved the Modern Slavery statement, have strong commitment to human rights and also stringent policies in place for assessing their supply chain.
The director's will continue to review the business policies and standards and adapt as and when required to ensure the highest standards are achieved.
Auscot Holdings Limited
Strategic Report for the Year Ended 31 December 2023
Need to act fairly between members
As stated above, the group is a family run business and therefore ensures shareholders are treated fairly. In addition to this, the group has created a business culture with open communication from the top down and ensures that each company member feels involved and appreciated. Relevant managers are given control over specific areas of the business and encouraged to drive growth in these areas.
Future Developments
The directors consider that the forthcoming year will be another year of growth, although profitability will continue to remain under pressure from a combination of factors including exchange rate volatility, wage pressures, coldstore maintenance costs and further investment in brand development and technology.
The directors intend to continue to make investments in the business to ensure the group maintains its reputation in the wholesale seafood industry and will continue to investigate ways to increase turnover through opportunities as they arise.
Approved by the
.........................................
Director
Auscot Holdings Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the for the year ended 31 December 2023.
Directors of the group
The directors who held office during the year were as follows:
Dividends
Interim dividends of £484,342 (2022: £414,759) were paid during the year. The directors do not recommend the payment of a final dividend.
Directors' liabilities
The group has Directors' and Officers' liability insurance for Directors and Officers as permitted by section 233 of the Companies Act 2006.
Disclosure of information in the strategic report
The group has chosen in accordance with Section 414C(11) Companies Act 2006 to set out in the group's strategic report information required by Schedule 7 of the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial risk management, exposure and future developments.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
.........................................
Director
Auscot Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements 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; and |
• |
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 enable them to ensure that the financial statements comply with the Companies Act 2006 and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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.
Auscot Holdings Limited
Independent Auditor's Report to the Members of
Auscot Holdings Limited
Opinion
We have audited the financial statements of Auscot Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 our opinion the financial statements:
• | give a true and fair view of the state of the group's and the company's affairs as at 31 December 2023 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, 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.
Auscot Holdings Limited
Independent Auditor's Report to the Members of
Auscot Holdings Limited
Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 7], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auscot Holdings Limited
Independent Auditor's Report to the Members of
Auscot Holdings Limited
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws, environmental legislation, health and safety legislation, data protection legislation and international maritime regulations. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the Group is complying with relevant legislation by making enquiries of management and those responsible for legal and compliance procedures. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
Auscot Holdings Limited
Independent Auditor's Report to the Members of
Auscot Holdings Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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
1 Suffolk Way
Kent
TN13 1YL
Auscot Holdings Limited
Consolidated Income Statement for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(386,719) |
(252,612) |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
The group has no recognised gains or losses for the year other than the results above.
Auscot Holdings Limited
Consolidated Statement of Financial Position as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
21,912 |
21,912 |
|
Capital redemption reserve |
30,388 |
30,388 |
|
Share options reserve |
250,105 |
250,105 |
|
Retained earnings |
7,453,470 |
7,681,004 |
|
Equity attributable to owners of the company |
7,755,875 |
7,983,409 |
|
Shareholders' funds |
7,755,875 |
7,983,409 |
Approved and authorised by the
......................................... |
......................................... |
......................................... |
Company registration number: 02145699
Auscot Holdings Limited
Statement of Financial Position as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
- |
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
21,912 |
21,912 |
|
Capital redemption reserve |
30,388 |
30,388 |
|
Share options reserve |
250,105 |
250,105 |
|
Retained earnings |
1,078,089 |
1,278,818 |
|
Shareholders' funds |
1,380,494 |
1,581,223 |
The company made a profit after tax for the financial year of £283,613 (2022 - £477,061).
Approved and authorised by the
......................................... |
......................................... |
......................................... |
Company registration number: 02145699
Auscot Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company
Share capital |
Capital redemption reserve |
Share options reserve |
Retained earnings |
Total |
Total equity |
|
At 1 January 2023 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Dividends |
- |
- |
- |
( |
( |
( |
At 31 December 2023 |
|
|
|
|
|
|
Share capital |
Capital redemption reserve |
Share options reserve |
Retained earnings |
Total |
Total equity |
|
At 1 January 2022 |
|
|
- |
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
|
- |
|
|
Total comprehensive income |
- |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
( |
At 31 December 2022 |
21,912 |
30,388 |
250,105 |
7,681,004 |
7,983,409 |
7,983,409 |
Auscot Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
|
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Share based payment transactions |
- |
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in stocks |
|
( |
|
Decrease in trade and other debtors |
|
|
|
Decrease in trade and other creditors |
( |
( |
|
Cash generated from operations |
|
( |
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
( |
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
- |
|
Acquisition of intangible assets |
- |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Repayment of bank borrowing |
( |
( |
|
Payments to finance lease creditors |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
Cash and cash equivalents at 1 January |
( |
( |
|
Cash and cash equivalents at 31 December |
(3,424,583) |
(4,187,175) |
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal activity of the group is that of the distribution of frozen food products.
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Summary of disclosure exemptions
The company has taken advantage of the following exemptions in its individual financial statements:
a) The presentation of the company's statement of cashflow.
b) The disclosure of the company's key management personnel compensation.
c) The disclosure of financial instruments.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December each year.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group made a profit for the year ended 31 December 2023 and had net assets at that date amounting to £7,755,875.
The directors have considered the impact of the ongoing economic uncertainty in the UK and the war between Ukraine and Russia and do not believe these events will have a significant impact on the group.
On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly the financial statements have been prepared under the going concern basis.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Judgements and key sources of estimation
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainties provide a risk of causing a material adjustment to the carrying values of assets and liabilities. |
Judgements and estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
Tangible fixed assets are depreciated to their estimated residual values over their estimated useful lives. |
Provisions are made against the carrying value of stock where items are considered to be old or obsolete or where net realisable value is less than cost. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The group recognises revenue at the point of despatch of products when the amount of revenue can be reliably measured.
Government grants
Grants are accounted for under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in other income in the same period as the related expenditure.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Freehold buildings |
2% straight line |
Leasehold property |
5% straight line |
Plant & machinery |
5% straight line |
Fixtures, fittings and equipment |
15% reducing balance |
Motor vehicles |
25% reducing balance |
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation.
Lease payments are apportioned between finance costs in the Income Statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.
The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Financial instruments
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when, in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party and in the case of liabilities, when the company's obligations are discharged, expire or are cancelled.
Revenue |
The analysis of the group's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
The analysis of the group's turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
- |
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2023 |
2022 |
|
Government grants |
- |
|
Miscellaneous other operating income |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange gains |
( |
( |
Loss on disposal of property, plant and equipment |
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Other interest receivable |
|
|
|
|
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
|
Share-based payment expenses |
- |
|
Other employee expense |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Production and distribution |
|
|
Administration and support |
|
|
Sales |
|
|
Management |
|
|
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
149,458 |
242,771 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditor's remuneration |
2023 |
2022 |
|
Audit of these financial statements |
9,400 |
9,200 |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
15,000 |
12,000 |
|
|
|
Other fees to auditors |
||
Other compliance services |
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the consolidated income statement
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
- |
( |
206,879 |
249,723 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Tax decrease from other short-term timing differences |
( |
( |
Effect of foreign tax rates |
|
|
Effect of expense not deductible in determining taxable profit/ (tax loss) |
|
|
Total tax charge |
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Liability |
Accelerated capital allowances |
|
|
2022 |
Liability |
Accelerated capital allowances |
|
|
Company
Deferred tax assets and liabilities
2023 |
Liability |
Accelerated capital allowances |
|
|
2022 |
Liability |
Accelerated capital allowances |
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Group
Goodwill |
Trademarks, patents and licenses |
Total |
|
Cost or valuation |
|||
At 1 January 2023 |
|
|
|
At 31 December 2023 |
|
|
|
Amortisation |
|||
At 1 January 2023 |
|
- |
|
Amortisation charge |
|
- |
|
At 31 December 2023 |
|
- |
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Company
Trademarks, patents and licenses |
Total |
|
Cost or valuation |
||
At 1 January 2023 |
|
|
At 31 December 2023 |
|
|
Carrying amount |
||
At 31 December 2023 |
|
|
At 31 December 2022 |
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Tangible assets |
Group
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and Machinery |
Total |
|
Cost or valuation |
|||||
At 1 January 2023 |
|
|
|
|
|
Additions |
- |
|
- |
|
|
Disposals |
- |
( |
- |
( |
( |
At 31 December 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 January 2023 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
( |
( |
At 31 December 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2023 |
|
|
|
|
|
At 31 December 2022 |
|
|
|
|
|
Included within the carrying amount of land and buildings above is £583,181 (2022 - £589,422) in respect of freehold land and buildings and £255,862 (2022 - £283,262) in respect of short leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2023 |
2022 |
|
Motor Vehicles |
15,297 |
20,396 |
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Company
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and Machinery |
Total |
|
Cost or valuation |
|||||
At 1 January 2023 |
|
|
|
|
|
Additions |
- |
|
- |
|
|
Disposals |
- |
( |
- |
- |
( |
At 31 December 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 January 2023 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
- |
( |
At 31 December 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2023 |
|
|
|
|
|
At 31 December 2022 |
|
|
|
|
|
Included within the carrying amount of land and buildings above is £583,181 (2022 - £589,422) in respect of freehold land and buildings and £255,862 (2022 - £283,262) in respect of short leasehold land and buildings.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2023 and 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Subsidiary Undertaking |
Registered address |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
Calle Sagasta Num. 23, Planta 3, Puerta D, 28004, Madrid, Spain |
Ordinary |
|
|
* Shares are held directly.
The registered address of all other subsidiary undertakings is Cranbrook Road, Gills Green, Hawkhurst, Kent, TN18 5BD.
All of the subsidiary undertakings are included in the consolidation.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Stock for resale |
9,029,152 |
10,986,941 |
- |
- |
Stock is stated after a provision for diminution in value of £106,599 (2022: £235,272).
Debtors |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
|
- |
Amounts owed by group undertakings |
- |
- |
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
|
|
|
|
Other debtors includes an amount of £104,597 (2022: £160,566) recoverable in greater than one year.
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
- |
|
|
|
- |
|
|
Bank overdrafts |
( |
( |
( |
- |
Cash and cash equivalents in statement of cash flows |
(3,424,583) |
(4,187,175) |
(238,807) |
103,294 |
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
|
|
Trade creditors |
|
|
|
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
|
|
|
Other payables |
|
|
|
|
|
Accruals |
|
|
|
|
|
Corporation tax liability |
186,303 |
237,852 |
120,839 |
88,452 |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
|
|
Deferred tax and other provisions |
Group
Deferred tax |
Total |
|
At 1 January 2023 |
|
|
Increase (decrease) in existing provisions |
( |
( |
At 31 December 2023 |
|
|
|
Company
Deferred tax |
Total |
|
At 1 January 2023 |
|
|
Increase (decrease) in existing provisions |
( |
( |
At 31 December 2023 |
|
|
|
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
4,285 |
|
4,285 |
|
|
4,285 |
|
4,285 |
|
|
2,221 |
|
2,221 |
|
|
11,121 |
|
11,121 |
|
|
|
|
Each class of share carries equal rights to vote and participate in the assets on liquidation but have separate dividend rights. There are no restrictions on the repayment of capital.
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Bank loans |
|
|
|
|
Bank loans includes an amount of £250,792 (2022: £270,539) which is due after more than 5 years.
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Bank loans |
|
|
|
|
Bank overdrafts |
|
|
|
- |
Hire purchase contracts |
- |
|
- |
- |
|
|
|
|
Bank loans and overdrafts are secured by a fixed charge over the company's book debts and by a fixed and floating charge over the other assets and undertakings of the group.
Obligations under hire purchase contracts are secured over the assets involved.
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Commitments under operating leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Share-based payments |
Scheme details and movements
The movements in the number of share options during the year were as follows:
2023 |
2022 |
|
Granted during the period |
- |
|
Outstanding, end of period |
|
|
Exercisable, end of period |
|
|
|
The movements in the weighted average exercise price of share options during the year were as follows:
2023 |
2022 |
|
Granted during the period |
- |
|
Outstanding, end of period |
|
|
Exercisable, end of period |
|
|
|
Effect of share-based payments on profit or loss and financial position
The total expense recognised in profit or loss for the year was £Nil (2022 - £250,105).
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Dividends |
Dividends paid
2023 |
2022 |
|||
Dividend of £ |
|
|
||
Dividend of £ |
|
|
||
Dividend of £ |
|
|
||
Dividend of £ |
|
|
||
|
|
Contingencies and guarantees |
Company
The company has guaranteed the group's bank loan and overdraft facilities as shown in note 22.
Related party transactions |
Transactions with directors |
The dividends paid during the year, as shown in note 25, were paid to the directors.
Summary of transactions with subsidiaries
Summary of transactions with other related parties
Auscot Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Analysis of changes in net debt |
Group
At 1 January 2023 |
Cash flows |
At 31 December 2023 |
|
Cash and cash equivalents |
|||
Cash |
1,303,086 |
195,360 |
1,498,446 |
Overdrafts |
(5,492,070) |
562,757 |
(4,929,313) |
Cash equivalents |
1,809 |
4,475 |
6,284 |
(4,187,175) |
762,592 |
(3,424,583) |
|
Borrowings |
|||
Long term borrowings |
(1,308,384) |
416,664 |
(891,720) |
Short term borrowings |
(415,989) |
(654) |
(416,643) |
Lease liabilities |
(3,583) |
3,583 |
- |
(1,727,956) |
419,593 |
(1,308,363) |
|
|
|||
( |
|
( |
Financial instruments |
Group
Categorisation of financial instruments
2023 |
2022 |
|
Financial assets measured at fair value through profit or loss |
|
|
Derivatives
Currency
The group entered into forward foreign exchange contracts amounting to $4,000,000 (2022: $4,000,000) which were outstanding at 31 December 2023. The carrying value of financial assets measured at fair value amounted to £42,742 (2022: £42,349). Fair value is determined by reference to published exchange rate information.
Control |
The ultimate controlling party is