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Registered number: 05792650









ABCOR LIMITED







AUDITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ABCOR LIMITED
 
 
COMPANY INFORMATION


Directors
Ammar Abidali 
Taher Abidali 




Company secretary
Zoeb Fazleabbas Raniwala



Registered number
05792650



Registered office
67a Boston Manor Road

Brentford

Middlesex

TW8 9JQ




Independent auditors
SBM Associates Limited, trading as SBM & Co
Chartered Accountants

24 Wandsworth Road

London

SW8 2JW





 
ABCOR LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 9
Consolidated statement of comprehensive income
10
Consolidated balance sheet
11
Company balance sheet
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16 - 31


 
ABCOR LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report and financial statements for the year ended 31 December 2023.

Business review
 
The Company is a holding company for Helios Ingredients Limited and Helios Ingredients Europe Limited. 
The Group's principal activity is in the sourcing and supply of good quality, safe, ethically sourced food products. 
The Group works diligently to ensure continuity of supply to our customers, despite challenging supply chains.
The Group continues to build on the growth appetite for nutritious, good quality plant-based ingredients.

Principal risks and uncertainties
 
Supply risk at origin and fluctuation in commodity prices:

The directors address these uncertainties by diversifying its supply base, balancing sales and purchases, maintaining close relationships with suppliers and efficient stock control systems. The Group’s Purchasing Team and Quality Assurance Team regularly visit and audit its supply base to build relationships and ensure compliance with the Group’s standards.

Adverse movements in foreign exchange rates:

Foreign exchange risks are mitigated by undertaking forward exchange rate contracts on each sales transaction.
 
Supply chain:

We continue to be vigilant of the supply chain risks in our markets, by keeping stocks at destination and staying close to origin enabling us to react quickly to changes in the supply situation.

Key performance indicators
 
The key performance indicators that the group reviews in managing its business include sales, gross profit margin and net profit:

2023
2022
        $
        $
Turnover

27,688,650

30,088,515
 
Gross profit margin

3,944,868

2,850,328
 
Operating profit

716,463

1,515,938
 
Shareholders' funds

3,034,419

2,403,648
 

Development and performance
 
The financial statements for the period provide an indication of the Group’s performance for the year. The directors consider the results for the year to be encouraging considering the competitive landscape the Group operates in.

Page 1

 
ABCOR LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future Developments

Looking ahead, the Group remains committed to leveraging technology and our global presence to deliver excellent customer service while managing costs for enhanced competitiveness.


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



Ammar Abidali
Director

Date: 15 August 2024

Page 2

 
ABCOR 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.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to $630,771 (2022 - $1,331,786).

No dividends were declared or paid during the year (2022 - $Nil).

Directors

The directors who served during the year were:

Ammar Abidali 
Taher Abidali 

Future developments

The Group is invested in using technology and our global presence to continue to provide customers with excellent service whilst managing our cost base, and hence competitiveness.

Page 3

 
ABCOR LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSBM Associates Limited, trading as SBM & Cowill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Ammar Abidali
Director

Date: 15 August 2024

Page 4

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED
 

Opinion


We have audited the financial statements of ABCOR LIMITED (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent 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 Auditors' 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 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.


Conclusions relating to going concern


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 Group's or the parent 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.


Page 5

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group 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 Group strategic report and the 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 the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime


Page 6

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Group's and the parent 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 Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Auditors' 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 Group 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:

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and determined that the most significant are those that relate to include the Companies Act 2006, and relevant tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s and the parent company's ability to operate or to avoid a material penalty.

We communicated identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We understood how the group and the parent company are complying with those legal regulatory frameworks by making enquiries of management. We corroborated our enquiries through our review of board minutes and legal correspondence.

We assessed the risks of material misstatement in respect of fraud as follows:

°We considered the use of remuneration incentive schemes and performance targets for management and did not identify any additional fraud risks.
°The audit team discussed whether there were any areas that were susceptible to misstatement as part of their fraud discussion.
°In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.
°We incorporated an element of unpredictability in the selection of the nature, timing and extent of our
Page 7

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


audit procedures.

Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud, including:

°Designing audit procedures to address, for example:
The possibility of fraudulent or corrupt payments made through third parties.
The risk of bribery and corruption.
The opportunity to segregate duties within the group.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.

°Using our general commercial and sector experience and through discussions with management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management’s own assessment of the risks that irregularities may occur either because of fraud or error.
°The engagement partner considers the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

As the group’s and company’s reporting currency is in US dollars while having significant transactions in Sterling and Euros, the company uses forward exchange contracts with its bankers to mitigate the risk of adverse currency fluctuations. These contracts are themselves inherently complex and the company relies on the information produced by its bankers to recognise the year end position We identified these transactions as being of higher risk and have therefore performed additional tests on these transactions, including agreeing the information to source information from the company’s bankers.

We considered the extent to which the audit was considered capable of detecting irregularities.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through 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 Auditors' report.


Page 8

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Stephen B McAlpine (Senior statutory auditor)
  
for and on behalf of
SBM Associates Limited
 
Chartered Accountants
Statutory Auditors
  
24 Wandsworth Road
London
SW8 2JW

15 August 2024
Page 9

 
ABCOR LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
$
$

  

Turnover
 4 
27,688,650
30,088,515

Cost of sales
  
(23,743,782)
(27,238,187)

Gross profit
  
3,944,868
2,850,328

Administrative expenses
  
(3,228,405)
(1,334,390)

Operating profit
 5 
716,463
1,515,938

Tax on profit
 9 
(85,692)
(184,152)

Profit for the financial year
  
630,771
1,331,786

Profit for the year attributable to:
  

Non-controlling interests
  
-
102,998

Owners of the parent company
  
630,771
1,228,788

  
630,771
1,331,786

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

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

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
ABCOR LIMITED
REGISTERED NUMBER: 05792650

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Restated
2022
Note
$
$

Fixed assets
  

Tangible assets
 11 
-
13,330

Investments
 12 
28,065
28,085

  
28,065
41,415

Current assets
  

Stocks
 13 
4,411,566
4,277,583

Debtors: amounts falling due within one year
 14 
5,963,902
5,482,907

Cash at bank and in hand
 15 
1,696,795
517,641

  
12,072,263
10,278,131

Creditors: amounts falling due within one year
 16 
(5,252,271)
(2,378,283)

Net current assets
  
 
 
6,819,992
 
 
7,899,848

Total assets less current liabilities
  
6,848,057
7,941,263

Creditors: amounts falling due after more than one year
 17 
(3,813,638)
(5,537,615)

Net assets
  
3,034,419
2,403,648


Capital and reserves
  

Called up share capital 
 19 
1,266
1,266

Profit and loss account
 20 
3,033,153
2,402,382

Equity attributable to owners of the parent company
  
3,034,419
2,403,648

  
3,034,419
2,403,648


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

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

Ammar Abidali
Director
Date: 15 August 2024

The notes on pages 16 to 31 form part of these financial statements.

Page 11

 
ABCOR LIMITED
REGISTERED NUMBER: 05792650

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Restated
2022
Note
$
$

Fixed assets
  

Investments
 12 
3,092,365
3,092,265

  
3,092,365
3,092,265

Current assets
  

Cash at bank and in hand
 15 
7,947
7,668

  
7,947
7,668

Creditors: amounts falling due within one year
 16 
(24,136)
(11,400)

Net current liabilities
  
 
 
(16,189)
 
 
(3,732)

Total assets less current liabilities
  
3,076,176
3,088,533

  

Creditors: amounts falling due after more than one year
 17 
(3,100,687)
(3,099,370)

  

Net liabilities
  
(24,511)
(10,837)


Capital and reserves
  

Called up share capital 
 19 
1,266
1,266

Profit and loss account brought forward
  
(12,103)
(8,307)

Loss for the year

  

(13,674)
(3,796)

Profit and loss account carried forward
  
(25,777)
(12,103)

  
(24,511)
(10,837)




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


Ammar Abidali
Director

Date: 15 August 2024

The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
ABCOR LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent company
Non-controlling interests
Total equity

$
$
$
$
$


At 1 January 2022
1,266
1,173,594
1,174,860
1,167,335
2,342,195



Profit for the year
-
1,228,788
1,228,788
-
1,228,788

Other movement
-
-
-
(1,167,335)
(1,167,335)



At 1 January 2023
1,266
2,402,382
2,403,648
-
2,403,648



Profit for the year
-
630,771
630,771
-
630,771


At 31 December 2023
1,266
3,033,153
3,034,419
-
3,034,419


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 
ABCOR LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

$
$
$


At 1 January 2022
1,266
(8,307)
(7,041)



Loss for the year
-
(3,796)
(3,796)



At 1 January 2023
1,266
(12,103)
(10,837)



Loss for the year
-
(13,674)
(13,674)


At 31 December 2023
1,266
(25,777)
(24,511)


The notes on pages 16 to 31 form part of these financial statements.

Page 14

 
ABCOR LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
$
$

Cash flows from operating activities

Profit for the financial year
630,771
1,331,786

Adjustments for:

Amortisation of intangible assets
-
(710,258)

Depreciation of tangible assets
13,330
13,330

Taxation charge
85,692
184,152

(Increase)/decrease in stocks
(133,983)
2,315,370

(Increase)/decrease in debtors
(436,550)
1,401,761

(Increase)/decrease in amounts owed by connected parties
(11,996)
-

Increase/(decrease) in creditors
1,281,134
(3,864,032)

Corporation tax (paid)/received
(249,264)
497

Net cash generated from operating activities

1,179,134
672,606


Cash flows from investing activities

Purchase of fixed asset investments
-
(981,765)

Sale of fixed asset investments
20
-

Net cash from investing activities

20
(981,765)


Net increase/(decrease) in cash and cash equivalents
1,179,154
(309,159)

Cash and cash equivalents at beginning of year
517,641
826,800

Cash and cash equivalents at the end of year
1,696,795
517,641


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,696,795
517,641

1,696,795
517,641


The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Abcor Limited ("the company") is a private company limited by shares and is domiciled and incorporated in England and Wales. The registered office is Serendib House, 67A Boston Manor Road, Brentford, Middlesex, TW8 9JQ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 23 April 2020.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 16

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Tangible fixed assets

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the life of the lease
Plant and machinery
-
25 % straight line
Fixtures and fittings
-
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

Page 17

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Debtors

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

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.10

Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is US dollars, rounded to the nearest dollar.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the hedged exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss 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 Group in independently administered funds.

 
2.14

Current and deferred taxation

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 and the Group operate and generate income.

Page 19

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Related party transactions

The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

 
2.16

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. 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 Consolidated statement of comprehensive income over its useful economic life
Negative Goodwill
Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.17

Provisions for liabilities

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

Page 20

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical judgements in applying the Company’s accounting policies:
(a) Undertaking forward exchange contracts to mitigate exchange rate gains or losses
The company enters into forward exchange rate contracts in order to mitigate any financial risk arising from movements in exchange rates.


4.


Turnover

2023
2022
$
$

Sales
27,677,078
30,013,809

Commissions receivable
11,572
74,706

27,688,650
30,088,515


It is the opinion of the directors, that in disclosing the geographical split of turnover, this information would be seriously prejudicial to the company's business.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
$
$

Depreciation
13,330
13,330

Exchange differences
535,170
(266,667)

Other operating lease rentals
61,952
56,569


6.


Auditors' remuneration

During the year, the Group obtained the following services from the company's auditors:


2023
2022
$
$

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
28,373
11,071

Page 21

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Group
Group
2023
2022
$
$


Wages and salaries
855,791
799,407

Social security costs
76,196
81,767

Cost of defined contribution scheme
14,831
14,907

946,818
896,081


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Sales & Marketing
6
6
-
-



Administration
12
12
2
2

18
18
2
2


8.


Directors' remuneration

2023
2022
$
$

Directors' emoluments
105,998
69,944

105,998
69,944


Page 22

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
$
$

Corporation tax


Current tax on profits for the year
127,261
231,787

Adjustments in respect of previous periods
(9,120)
-


118,141
231,787


Total current tax
118,141
231,787

Deferred tax


Deferred tax for the year
(32,449)
(47,635)

Total deferred tax
(32,449)
(47,635)


Taxation on profit on ordinary activities
85,692
184,152
Page 23

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
$
$


Profit on ordinary activities before tax
716,463
1,515,938


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
168,512
288,028

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
510
179

Depreciation for year in excess of capital allowances
2,977
2,376

Utilisation of tax losses
-
(1,534)

Goodwill amortisation
-
(134,949)

Lower rate taxes on overseas earnings
(68,343)
-

Adjustments to tax charge in respect of prior periods
(9,120)
-

Unrelieved tax losses carried forward
-
721

Effect of change in corporation tax rate
-
(9,122)

Unprovided in previous year
-
1,843

Other differences leading to an increase (decrease) in the tax charge
(32,449)
(40,231)

Marginal relief
(1,062)
-

Unrealised foreign exchange difference
24,667
76,841

Total tax charge for the year
85,692
184,152


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Intangible assets

Group and Company





Goodwill

$



Cost


At 1 January 2023
(1,114,384)



At 31 December 2023

(1,114,384)



Amortisation


At 1 January 2023
(1,114,384)



At 31 December 2023

(1,114,384)



Net book value



At 31 December 2023
-



At 31 December 2022
-



Page 25

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

$
$
$
$



Cost or valuation


At 1 January 2023
93,519
23,489
29,831
146,839



At 31 December 2023

93,519
23,489
29,831
146,839



Depreciation


At 1 January 2023
93,519
17,616
22,374
133,509


Charge for the year on owned assets
-
5,873
7,457
13,330



At 31 December 2023

93,519
23,489
29,831
146,839



Net book value



At 31 December 2023
-
-
-
-



At 31 December 2022
-
5,873
7,457
13,330


12.


Fixed asset investments

Group





Investments

$



Cost or valuation


At 1 January 2023
28,085


Disposals
(20)



At 31 December 2023
28,065




Page 26

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments

$



Cost or valuation


At 1 January 2023
3,092,265


Additions
100



At 31 December 2023
3,092,365




The ownership of the share capital of Helios Ingredients Europe Limited was transferred from Helios Ingredients Limited to the ultimate parent company, Abcor Limited, on 31 December 2023.




The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Helios Ingredients Limited
England and Wales
Ordinary
100%
Helios Ingredients Europe Limited
Ireland
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
$
$

Helios Ingredients Limited
5,425,225
92,673

Helios Ingredients Europe Limited
698,005
551,772


13.


Stocks

Group
Group
2023
2022
$
$

Finished goods and goods for resale
4,411,566
4,277,583

4,411,566
4,277,583



14.


Debtors

Group
Group
2023
2022
Page 27

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.Debtors (continued)

$
$


Trade debtors
5,107,048
5,140,825

Amounts owed by connected companies
11,996
-

Other debtors
452,759
230,980

Prepayments and accrued income
312,015
63,467

Deferred taxation
80,084
47,635

5,963,902
5,482,907



15.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Cash at bank and in hand
1,696,795
517,641
7,947
7,668

1,696,795
517,641
7,947
7,668



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
Restated
2022
2023
Restated
2022
$
$
$
$

Trade creditors
3,649,136
866,946
-
-

Corporation tax
101,161
232,284
-
-

Other taxation and social security
35,710
29,129
-
-

Other creditors
351,232
315,749
-
-

Accruals and deferred income
1,115,032
934,175
24,136
11,400

5,252,271
2,378,283
24,136
11,400


Page 28

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
Restated
2022
2023
Restated
2022
$
$
$
$

Amounts owed to connected companies
3,081,468
3,080,272
3,100,687
3,099,370

Other creditors
732,170
2,457,343
-
-

3,813,638
5,537,615
3,100,687
3,099,370



18.


Deferred taxation


Group



2023


$






At beginning of year
47,635


Charged to profit or loss
32,449



At end of year
80,084

Company


2023






At end of year
-
The deferred tax asset is made up as follows:

Group
Group
2023
2022
$
$

Accelerated capital allowances
764
(2,280)

Unrealised forex losses
79,320
49,915

80,084
47,635

Page 29

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares  -
1,266
1,266



20.


Reserves

Profit and loss account

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


21.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to $14,831 (2022 - $14,907) (company only $nil (2022 - $nil)). Contributions totalling $2,451 (2022 - $2,289) (company only $nil (2022 - $nil)) were payable to the fund at the balance sheet date and are included in creditors.


22.


Commitments under operating leases

The Group and the company had no commitments under non-cancellable operating leases at the balance sheet date.


23.Other financial commitments

The group enters into forward exchange contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies. At the year end the company had 96 contracts with a value totalling $17,226,058 (2022: 101 contracts with a total value of $18,445,452). These contracts can be exercised between 1 January 2024 and 31 December 2024.

Page 30

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Related party transactions

During the year the group transacted with companies controlled by one or more directors as follows:


2023
2022
$
$

Purchased goods and services
242,420
189,494
Balance at the year end, in trade creditors
-
16,782







During the year the group transacted with other related parties as follows:


2023
2022
$
$



Purchases of goods and services
81,435
61,643

Balance at the year end due to related parties
-
25,173

Balance at the year end due from related parties
11,738
4,746

2023
2022
$
$



Loans from directors and companies under their control at the year end
3,503,394
4,138,028

Company

Other than the transactions disclosed in note 24, the company's other related party transactions were with wholly owned subsidiaries.





25.


Ultimate parent undertaking and controlling party

At the year end, in the opinion of the directors there is no ultimate controlling party as the ownership is spread among the members of the Abidali family.

Page 31