Company registration number 02213734 (England and Wales)
ANTHONY ROWCLIFFE AND SON LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ANTHONY ROWCLIFFE AND SON LIMITED
COMPANY INFORMATION
Directors
Michael Chatters
(Appointed 3 July 2023)
Naigee Gopal
(Appointed 3 July 2023)
Herve Bouchet
(Appointed 3 July 2023)
Secretary
Prism Cosec Limited
(Appointed 1 January 2024)
Company number
02213734
Registered office
Grosvenor House
London Road
Redhill
England
RH1 1LQ
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
Bankers
Natwest Bank Plc
Parklands
De Havilland Way
Horwich
Bolton
BL6 4YU
ANTHONY ROWCLIFFE AND SON LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 30
ANTHONY ROWCLIFFE AND SON LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Business review

During the year ended on 31 December 2023, the total turnover of the company was £16.6 millions. Although sales were higher than previous year, the company incurred a loss before tax amounting to £533k because of the inflationary impact on cost of sales and administrative expenses during the year.

 

The overall business environment continues to remain challenging during this difficult economic situation where demand for the company's products remains volatile. The company's strategic focus is to enhance sales growth whilst maintaining profit margins, the success of which depends on overall market conditions as well as other factors such as the impact of product cost increases, transportation costs and market competition. The directors will continue to take actions to control costs and improve operation efficiencies and profitability. 

The results for the year under review and the financial position at the year-end were satisfactory when considering the challenges that impacted the company’s activities.

 

Environmental policy

The company is committed to addressing a range of sustainability issues and to minimize its impact on the environment, but this could mean increase operational costs.

Principal risks and uncertainties

Management of the business and execution of the company’s strategy are subject to several risks.

 

The company uses forward contracts to minimise its foreign currency risks.

 

Trading risks for the company’s subsidiaries include product listings with major retailers, competition from other wholesalers, obtaining price increases to offset the inflationary impact linked to its supply chain and labour cost.

 

Foreign currency risk

The company's principal foreign currency exposures arise from buying from overseas companies.

 

The management continuously monitors the exchange rates for Euros and Swiss Francs as these have an impact on product pricings. The GBP volatility against the above currencies during the period, impacted the purchase price of the company's products.

 

The directors monitor the exposure by ensuring bulk supplies are ordered while the foreign exchange rates are favourable and thus minimise foreign currency risk.

 

Financial risk management

The company manages its credit, liquidity and interest rate risks through various measures. The Board monitors the net debt, banking facilities and cashflows on a regular basis and adequate working capital facilities are in place.

Development and performance

The directors aim to maintain the management policies and continue to review efficiencies and promote growth and profitability.

ANTHONY ROWCLIFFE AND SON LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators

The directors monitor progress and performance using a number of key performance indicators. The key performance indicators of the company are net profit margin and turnover.

 

The company measures it’s KPIs, focused on sales and operating costs;

- Sales value versus previous year, budget, and forecasts

- Gross margin % sales

- Labour costs % sales

- Packaging & Labelling % sales

- Transport % Sales

- Company overheads % sales

 

The key non-financial performance indicators of the company are customer service and satisfaction, and stakeholder relationships. The directors review the performance with constant feedback from customers and stakeholders.

 

The directors are of the belief that the monitoring of the above-mentioned indicators is an effective aspect of business performance review.

Going concern

The directors with its parent company’s support, have a reasonable expectation that the company has adequate resources to continue improving its operation and financial results for the foreseeable future and therefore to continue preparing these financial statements on the going concern basis.

On behalf of the board

Naigee Gopal
Director
25 June 2024
ANTHONY ROWCLIFFE AND SON LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

Principal activities

The principal activity of the company continued to be that of importers and wholesalers of cheeses and other products.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Sunit Mehta
(Retired 17 May 2024)
Sergio Raglio
(Retired 3 July 2023)
Michael Chatters
(Appointed 3 July 2023)
Naigee Gopal
(Appointed 3 July 2023)
Herve Bouchet
(Appointed 3 July 2023)
Auditor

The auditor, KLSA LLP were appointed under section 487(2) of the Companies Act 2006 and a resolution proposing that they be re-appointed will be put to a Board meeting.

Statement of directors' responsibilities

The directors are responsible 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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. 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

ANTHONY ROWCLIFFE AND SON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Naigee Gopal
Director
25 June 2024
ANTHONY ROWCLIFFE AND SON LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ANTHONY ROWCLIFFE AND SON LIMITED
- 5 -
Opinion

We have audited the financial statements of Anthony Rowcliffe and Son Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as going concern.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

ANTHONY ROWCLIFFE AND SON LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANTHONY ROWCLIFFE AND SON LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations

To identify risks of material misstatement due to any irregularities, including fraud and non-compliance with laws and regulations, we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

 

 

ANTHONY ROWCLIFFE AND SON LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANTHONY ROWCLIFFE AND SON LIMITED
- 7 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

 

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the Company’s license to operate. We identified the following areas as those most likely to have such an effect: UK Company law that regulates corporations formed under the Companies Act 2006 and HMRC laws and regulations relating to submissions of applicable taxes and documents. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

 

We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also 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 by, for example, forgery, misrepresentations or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

 

 

 

 

 

ANTHONY ROWCLIFFE AND SON LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANTHONY ROWCLIFFE AND SON LIMITED
- 8 -

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.

Shilpa Chheda
Senior Statutory Auditor
For and on behalf of KLSA LLP
25 June 2024
Chartered Accountants
Statutory Auditor
Kalamu House
11 Coldbath Square
London
EC1R 5HL
ANTHONY ROWCLIFFE AND SON LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Year
Year
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Turnover
3
16,597,683
16,167,630
Cost of sales
(12,347,200)
(11,673,790)
Gross profit
4,250,483
4,493,840
Distribution costs
(1,329,178)
(1,245,783)
Administrative expenses
(3,391,092)
(3,416,380)
Other operating income
-
0
56,496
Operating loss
4
(469,787)
(111,827)
Interest receivable and similar income
7
47,671
67,216
Interest payable and similar expenses
8
(110,953)
(71,864)
Loss before taxation
(533,069)
(116,475)
Tax on loss
9
(60,677)
-
0
Loss for the financial year
(593,746)
(116,475)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ANTHONY ROWCLIFFE AND SON LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Year
Year
ended
ended
31 December
31 December
2023
2022
£
£
Loss for the year
(593,746)
(116,475)
Other comprehensive income
-
-
Total comprehensive income for the year
(593,746)
(116,475)
ANTHONY ROWCLIFFE AND SON LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
-
0
78,957
Tangible assets
12
264,467
305,332
Investments
13
-
0
100
264,467
384,389
Current assets
Stocks
15
1,061,985
1,109,594
Debtors falling due after more than one year
16
-
0
2,234,500
Debtors falling due within one year
16
4,161,801
3,844,413
Cash at bank and in hand
22,100
18,608
5,245,886
7,207,115
Creditors: amounts falling due within one year
17
(4,170,959)
(5,689,943)
Net current assets
1,074,927
1,517,172
Total assets less current liabilities
1,339,394
1,901,561
Creditors: amounts falling due after more than one year
18
-
0
(29,098)
Provisions for liabilities
Deferred tax liability
20
60,677
-
0
(60,677)
-
Net assets
1,278,717
1,872,463
Capital and reserves
Called up share capital
22
109
109
Share premium account
23
127,084
127,084
Profit and loss reserves
1,151,524
1,745,270
Total equity
1,278,717
1,872,463

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 25 June 2024 and are signed on its behalf by:
Naigee Gopal
Director
Company registration number 02213734 (England and Wales)
ANTHONY ROWCLIFFE AND SON LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
109
127,084
1,861,745
1,988,938
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(116,475)
(116,475)
Balance at 31 December 2022
109
127,084
1,745,270
1,872,463
Period ended 31 December 2023:
Loss and total comprehensive income
-
-
(593,746)
(593,746)
Balance at 31 December 2023
109
127,084
1,151,524
1,278,717
ANTHONY ROWCLIFFE AND SON LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
544,643
(23,435)
Interest paid
(110,953)
(71,864)
Net cash inflow/(outflow) from operating activities
433,690
(95,299)
Investing activities
Purchase of intangible assets
-
0
(11,783)
Purchase of tangible fixed assets
(63,472)
(42,411)
Interest received
47,671
67,216
Net cash (used in)/generated from investing activities
(15,801)
13,022
Financing activities
Repayment of borrowings
(381,579)
(38,000)
Repayment of bank loans
(38,886)
(9,339)
Repayment of derivatives
6,068
(11,989)
Payment of finance leases obligations
-
0
(1,399)
Net cash used in financing activities
(414,397)
(60,727)
Net increase/(decrease) in cash and cash equivalents
3,492
(143,004)
Cash and cash equivalents at beginning of year
18,608
161,612
Cash and cash equivalents at end of year
22,100
18,608
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Anthony Rowcliffe and Son Limited is a private company limited by shares incorporated in England and Wales. The registered office is Grosvenor House, London Road, Redhill, England, RH1 1LQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Anthony Rowcliffe and Son Limited is a wholly owned subsidiary of Ambrosi (UK) Limited whose parent company is Ambrosi S.p.A. During the the year, Ambrosi S.p.A was acquired by Gruppo Lactalis Italia which is a wholly owned subsidiary of Groupe Lactalis and is regarded by the directors as being ultimate parent company and the results of Anthony Rowcliffe and Son Limited are included in the consolidated financial statements of Groupe Lactalis which are available from Via 10-20 Rue Adolphe Beck, Laval, Pays-de-la-Loire, 53089, France.

1.2
Going concern

The company operations are financed by equity, related parties and bank facilities.true

 

The directors consider that the preparation of the accounts on a going concern basis is appropriate as the company has the on-going support of Groupe Lactalis, its ultimate parent company.

 

At the reporting date, the net loss incurred by the company was £533k (2022: £116k) and net assets balance of £1.27m (2022: £1.87m).

 

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least twelve months following approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts with no material uncertainty.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for sale of goods in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

Sale of goods

 

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

Interest income

Interest income, is recognised using the effective interest method.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years. The goodwill was fully amortised.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Internally generated intangible assets are recognised separately from goodwill at the date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
Charged on completion
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
At varying rates on cost and various rates over useful life
Furniture and fittings
Straight line basis over useful lives
Office software and IT equipment
At varying rates on cost and various rates over useful life
Motor vehicles
Straight line basis at 20% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.10
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.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the company 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 company.

1.14
Derivatives

The company enters into foreign exchange time options in order to manage its exposure to foreign exchange risk.

The company has entered into foreign exchange time options with a bank to manage the currency risk between British Pounds and Euros and between British Pounds and Swiss Francs. The foreign exchange time options are based on expected purchases from foreign currency suppliers on the specific dates. At each financial year-end, the changes in the fair value of the derivatives is recognised in profit or loss.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

 

The contributions are recognised as an expense in 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 Company in independently administered funds.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.19

Comparative periods

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The directors makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.                            

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.

Useful lives, depreciation methods and residual values of tangible fixed assets and intangible fixed assets

Management reviews the useful lives, depreciation methods and residual values of the items of intangible fixed assets and tangible fixed assets and on a regular basis. During the year, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of intangible fixed assets and tangible fixed assets are disclosed in notes 10 and 11 respectively.

Trade Receivables

- Impairment of trade receivables - The directors review the portfolio of trade receivables on an annual basis. In determining whether receivables are impaired, the directors make judgement as to whether there is any evidence indicating that there is a measurable decrease in the estimate future cash flows expected.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
16,597,683
16,167,630
2023
2022
£
£
Other revenue
Interest income
47,671
67,216
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
4
Operating loss
2023
2022
Operating loss for the period is stated after charging/(crediting):
£
£
Exchange gains
(133,143)
(109,873)
Fees payable to the company's auditor for the audit of the company's financial statements
12,000
16,475
Depreciation of owned tangible fixed assets
109,791
111,311
Impairment of intangible assets
73,503
-
0
Operating lease charges
358,433
349,787
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Directors
1
1
Production
32
41
Sales and administration
27
24
Total
60
66

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
2,078,825
2,100,316
Social security costs
179,155
183,688
Pension costs
44,133
49,316
2,302,113
2,333,320
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
199,599
216,159
Company pension contributions to defined contribution schemes
13,617
17,627
213,216
233,786
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Directors' remuneration
(Continued)
- 22 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
195,599
180,138
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
47,671
67,216
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
47,671
67,216
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
110,953
71,864
9
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
60,677
-
0
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 23 -

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(533,069)
(116,475)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(133,267)
(22,130)
Tax effect of expenses that are not deductible in determining taxable profit
18,398
3,746
Tax effect of utilisation of tax losses not previously recognised
(11,918)
(12,771)
Unutilised tax losses carried forward
111,683
24,765
Permanent capital allowances in excess of depreciation
15,104
6,390
Deferred tax adjustments
60,677
-
0
Taxation charge for the period
60,677
-
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Intangible assets
11
73,503
-
0
Recognised in:
Administrative expenses
73,503
-
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
11
Intangible fixed assets
Goodwill
Development costs
Total
£
£
£
Cost
At 1 January 2023
68,150
78,957
147,107
Disposals
(68,150)
-
0
(68,150)
Reclassification
-
0
(5,454)
(5,454)
At 31 December 2023
-
0
73,503
73,503
Amortisation and impairment
At 1 January 2023
68,150
-
0
68,150
Impairment losses
-
0
73,503
73,503
Disposals
(68,150)
-
0
(68,150)
At 31 December 2023
-
0
73,503
73,503
Carrying amount
At 31 December 2023
-
0
-
0
-
0
At 31 December 2022
-
0
78,957
78,957

More information on impairment movements in the year is given in note 10.

12
Tangible fixed assets
Plant and equipment
Furniture and fittings
Office software and IT equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
818,675
654,212
515,945
18,996
2,007,828
Additions
7,300
49,600
6,572
-
0
63,472
Disposals
-
0
-
0
-
0
(18,996)
(18,996)
Reclassification
5,454
-
0
-
0
-
0
5,454
At 31 December 2023
831,429
703,812
522,517
-
0
2,057,758
Depreciation and impairment
At 1 January 2023
668,360
598,049
417,091
18,996
1,702,496
Depreciation charged in the year
69,157
21,307
19,327
-
0
109,791
Eliminated in respect of disposals
-
0
-
0
-
0
(18,996)
(18,996)
At 31 December 2023
737,517
619,356
436,418
-
0
1,793,291
Carrying amount
At 31 December 2023
93,912
84,456
86,099
-
0
264,467
At 31 December 2022
150,315
56,163
98,854
-
0
305,332
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
13
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
14
-
0
100
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 & 31 December 2023
100
Impairment
At 1 January 2023
-
Impairment losses
100
At 31 December 2023
100
Carrying amount
At 31 December 2023
-
At 31 December 2022
100
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Deli To Your Door Limited
England and Wales
Retail sale via mail order houses or via Internet for non-specialised wholesale of food, beverages and tobacco
Ordinary shares
100.00

The company's subsidiary was taken into Liquidation during the year on 29 August 2023.

15
Stocks
2023
2022
£
£
Raw materials and consumables
166,148
201,784
Finished goods and goods for resale
895,837
907,810
1,061,985
1,109,594
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
16
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
3,382,917
3,040,838
Amounts owed by group undertakings
21,353
637,231
Derivative financial instruments
-
6,068
Other debtors
653,461
40,291
Prepayments and accrued income
104,070
119,985
4,161,801
3,844,413
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
-
0
2,234,500
Total debtors
4,161,801
6,078,913

Included within the non-current other debtors is an amount due from group companies amounting to £594,000 (2022: £2,234,500).

17
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
19
-
0
9,788
Other borrowings
19
-
0
381,579
Trade creditors
2,462,302
2,553,945
Amounts owed to group undertakings
203,334
721,703
Corporation tax
290
290
Other taxation and social security
48,767
61,741
Other creditors
1,303,423
1,864,720
Accruals and deferred income
152,843
96,177
4,170,959
5,689,943

Included within other creditors is an amount outstanding for the invoice discounting facility of £1,303,227 (2022: £1,864,720) and is with discount margin of 2% for all debts.

 

Included within other borrowings are amounts due to related parties of £nil (2022: £381,579).

 

The other borrowing loans were unsecured with commercial interest rate per annum and with fixed repayment dates.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
18
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
19
-
0
29,098

 

19
Loans and overdrafts
2023
2022
£
£
Bank loans
-
0
38,886
Loans from group undertakings
-
0
381,579
-
0
420,465
Payable within one year
-
0
391,367
Payable after one year
-
0
29,098

 

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
60,677
-
2023
Movements in the year:
£
Liability at 1 January 2023
-
Charge to profit or loss
60,677
Liability at 31 December 2023
60,677
ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
44,133
49,316

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

22
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 25p each
434
434
109
109
23
Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

24
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
172,262
197,525
Between two and five years
462,135
593,268
In over five years
-
0
151,667
634,397
942,460
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
234,099
258,754
Transactions with related parties

During the year the company entered into the following transactions with related parties:

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
25
Related party transactions
(Continued)
- 29 -
Name of related party
Nature of relationship
Abele Bertozzi S.p.A
Other group company
Ambrosi (UK) Ltd
Parent company
Ambrosi S.p.A
Ultimate parent company
Hawkridge Farmhouse Cheese Limited
Other group company
Lactalis Mclelland Limited
Other group company
Description of
Income
Expenses
transaction
2023
2022
2023
2022
£
£
£
£
Abele Bertozzi S.p.A
Interest expense
-
0
-
0
10,644
6,083
Ambrosi (UK) Ltd
Management fees and interest on loans
47,671
67,216
25,000
39,167
Ambrosi S.p.A
Purchase
-
0
-
0
1,244,204
-
0
Hawkridge Farmhouse Cheese Limited
Sales
3,976
-
0
-
0
-
0
Lactalis Mclelland Limited
Purchase
-
0
-
0
110,484
-
0
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£
£
£
£
Abele Bertozzi S.p.A
-
0
-
-
0
381,579
Ambrosi (UK) Ltd
695,510
2,939,611
12,500
32,376
Ambrosi S.p.A
21,353
-
0
292,344
-
0
Lactalis Mclelland Limited
-
0
-
7,200
-
0
26
Ultimate controlling party

The parent company is Ambrosi (UK) Limited whose registered office is Grosvenor House, 65-71 London Road, Redhill, Surrey, United Kingdom, RH1 1LQ.

Groupe Lactalis, a company incorporated in France, is regarded by the directors as being the company's ultimate parent company. Ambrosi S.p.A, a company incorporated in Italy was acquired during the year by Gruppo Lactalis Italia which is 100% subsidiary of Groupe Lactalis.

 

Ambrosi S.p.A is a parent company of Ambrosi (UK) Limited which ultimately holds 100% shareholding in Anthony Rowcliffe and Son Limited and Hawkridge Farmhouse Cheese Limited.

 

Copies of the consolidated financial statements can be obtained from the holding company's address at Via 10-20 Rue Adolphe Beck, Laval, Pays-de-la-Loire, 53089, France.

ANTHONY ROWCLIFFE AND SON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
27
Cash generated from/(absorbed by) operations
2023
2022
£
£
Loss for the year after tax
(593,746)
(116,475)
Adjustments for:
Taxation charged
60,677
-
0
Finance costs
110,953
71,864
Investment income
(47,671)
(67,216)
Amortisation and impairment of intangible assets
73,503
-
0
Depreciation and impairment of tangible fixed assets
109,791
111,311
Movements in working capital:
Decrease/(increase) in stocks
47,609
(28,283)
Decrease/(increase) in debtors
1,911,144
(123,843)
(Decrease)/increase in creditors
(1,127,617)
129,207
Cash generated from/(absorbed by) operations
544,643
(23,435)
28
Analysis of changes in net funds/(debt)
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
18,608
3,492
22,100
Borrowings excluding overdrafts
(420,465)
420,465
-
(401,857)
423,957
22,100
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