Registered No: 08317064
NORMARK UK SPORT LTD
Report and financial statements
31 December 2023
NORMARK UK SPORT LTD
COMPANY INFORMATION
Directors
D Lennox
D Hodges
Company secretary
A Spencer
Company number
08317064
Registered office
The Development Centre
The Fosse Way
Cotgrave
Nottingham
NG12 3HG
Auditors
UHY Hacker Young LLP
14 Park Row
Nottingham
NG1 6GR
NORMARK UK SPORT LTD
CONTENTS
Page
Directors' report
1
Statement of Directors' responsibilities
2
Independent auditors' report
3-5
Income Statement
6
Statement of Other Comprehensive Income
6
Balance sheet
7
Statement of Changes in Equity
8
Notes to the financial statement
9-14
NORMARK UK SPORT LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and financial statements for the year ended 31 December 2023
Results and dividends
The profit for the year after taxation amounted to £nil (2022: profit of £558,834). No dividends were paid during the year. The directors do not recommend a final dividend (2022 – £nil).
Going concern
On the 22 December 2022, the trade and assets of Normark UK Sport Limited were transferred to Rapala VMC UK Limited in order to combine what are similar operations in the UK. Subsequently Normark UK Sport Ltd ceased trading activities from 22 December 2022. The company is now dormant following the transfer.
Directors
The directors who served during the year were:
D Lennox
D Hodges
J Mahlamaki (resigned 30 June 2023)
Provision 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's auditors are unaware; and
·
That director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the company's auditors in connection with preparing their report and to establish that the company's auditors are aware of that information
Appointment of auditors
UHY Hacker Young were appointed as auditor to the company and in accordance with section 487(2) of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a general meeting.
This report was approved by the board on ___27/08/24___ and signed on its behalf by
2024-08-27
D Lennox
Director
1
NORMARK UK SPORT LTD
STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2023
2
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year under the law that the directors have elected in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards with 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:
·
Select suitable accounting policies and then apply them consistently;
·
Make judgements and estimate that are reasonable and prudent;
·
State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
·
Prepare the financial statements on the going concern basis unless it is inappropriate to presume the company will continue in business.
The directors are responsible for the keeping of 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.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORMARK UK SPORT LTD
Opinion
We have audited the financial statements of Normark UK Sport Ltd (the 'company') for the year ended 31 December 2023 which comprise the income statement, the statement of financial position, the statement of changes in equity 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 FRS 101 ‘Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
•
give a true and fair view of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report below. 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.
3
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORMARK UK SPORT LTD
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:
•
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 and the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors' remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the 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.
4
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORMARK UK SPORT LTD
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, employment and health and safety regulation, anti-bribery, corruption and fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit. Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, enquiries of management, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance 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 resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, 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: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Andrew Timms (Senior Statutory Auditor)
for and on behalf of
UHY Hacker Young _
_
Chartered Accountants
Statutory Auditor
14 Park Row
Nottingham
NG1 6GR
5
NORMARK UK SPORT LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
2023
2022
Notes
£
£
Turnover
3
-
1,723,804
Cost of sales
-
(1,470,755)
Gross Profit
-
253,049
Administrative expenses
-
(840,454)
Operating loss before non-recurring exceptional items
4
-
(587,405)
Non-recurring intercompany loan forgiveness
5
-
1,229,380
Operating profit after non-recurring exceptional items
-
641,975
Foreign Exchange Gain and similar income
8
-
13,337
Interest Payable and Foreign Exchange Loss
9
-
(96,478)
Profit on ordinary activities before taxation
-
558,834
Tax on loss on ordinary activities
10
-
-
Profit for the financial year
-
558,834
All amounts relate to discontinued operations following the hive up into the parent company at the end of the previous financial year.
STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
There is no other comprehensive income for 2023 or 2022 other than the profit attributable to the shareholders of the company of £nil in the year ended 31 December 2023 (2022: £558,834).
6
NORMARK UK SPORT LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
2023
2022
Notes
£
£
Capital and reserves
Called up share capital
16
100
100
Profit and loss account
(100)
(100)
Shareholder's Funds / (Deficit)
-
-
The financial statements were approved by the board of directors and authorised for issue on _27/08/24__ and are signed on its behalf by:
2024-08-27
D Lennox
Director
Company Registration No: 08317064
The notes on pages 9 to 14 form part of these financial statements
7
NORMARK UK SPORT LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital
Retained earnings
Total
£
£
£
At 1 January 2022
100
(558,935)
(558,835)
Profit for the year
-
558,835
558,835
Total comprehensive profit
-
558,835
558,835
At 31 December 2022 and 1 January 2023
100
(100)
-
Loss for the year
-
-
-
Total comprehensive loss
-
-
-
At 31 December 2023
100
(100)
-
8
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Authorisation of financial statements and statement of compliance with FRS 101
The financial statements of Normark UK Sport Limited were approved for issue by the Board of Directors on __27/08/24__. Normark UK Sport Limited is incorporated and domiciled in England.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The principal accounting policies adopted by the Company are set out in Note 2.
2
Accounting policies
2.1
Basis of presentation of financial statements
Normark UK Sport (the ‘Company') is a private limited company incorporated and domiciled in England, the registered company number is 08317064, and the registered office address is The Development Centre, The Fosse Way, Cotgrave, Nottingham, NG12 3HG. The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 issued by the Financial Reporting Council, and is included in the consolidated financial statements of Rapala VMC Oyj, which are publicly available (see note 16). These financial statements were prepared in accordance with Financial Reporting Standard 101 ‘The Financial Reporting standard applicable in the UK and Republic of Ireland'.
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 December 2023. The Company has taken advantage of the following disclosure exemptions under FRS 101:
(b)
the requirements of IFRS 7 Financial Instruments: Disclosures;
(c)
the requirements of paragraphs 91 – 99 of IFRS 13 Fair Value Measurement;
(d)
the requirements of paragraphs 10(d), 10(f), 39(c) and 134-136 of IAS 1 Presentation of Financial Statements;
(e)
the requirements of IAS 7 Statement of Cash Flows;
(f)
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
(g)
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
(h)
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
There have been no other changes to accounting policies during the year.
The financial statements are prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), FRS 101 ‘Reduced Disclosure Framework', which have been applied consistently (except as otherwise stated).
2.2
Turnover
Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.
Turnover from the sale of goods is recognised with the significant risks and rewards of ownership of the good have passed to the buyer, usually on dispatch of goods.
9
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies (continued)
2.3
Intangible fixed assets
The carrying values of intangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Software
-
33% straight line
Website
-
20% straight line
2.4
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases.
Plant & machinery
-
20% straight line
Fixtures & fittings
-
15% straight line
In store fixtures
-
50% straight line
Computer equipment
-
33% straight line
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
2.5
Leasing and hire purchase
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease terms and their useful lives. Assets acquired by hire purchases are depreciated over their useful lives.
Finance leases are those where substantially all of the benefits are risks of ownership are assumed by the company. Obligations under such agreements are included in the creditor net of the finance charge allocated for future periods. The finance element of the rental payment is charged to the profit and loss account so as to procedure a constant periodic rate of charge on the net obligation outstanding in each period.
Rental payable under operating leases are charged to the Income Statement on a straight line basis over the lease term.
2.6
Deferred taxation
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be a suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantially enacted at the balance sheet date.
2.7
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the Income statement.
10
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies (continued)
2.8
Interest bearing loans and borrowings
Interest bearing loans and borrowings are initially recognised at net proceeds. After initial recognition debt is increased by the finance cost in respect of the reporting period and reduced by repayments made in the period. Finance costs of debt are allocated over the term of the debt on a straight line basis.
2.9
Interest income
Interest income is recognised as it is earned under the accruals basis.
2.10
Going concern
Following the hive up during the previous year, as described in note 5, the company has ceased to trade and is no longer a going concern. The company is dormant following the hive up.
2.11
Functional and presentational currency
The functional and presentational currency of the company has been assessed as being GBP Sterling (£).
3
Turnover
The whole of the turnover is attributable to the wholesale of fishing tackle and equipment.
A geographical analysis of turnover is as follows:
2023
2022
£
£
United Kingdom
-
1,668,358
European Union
-
50,546
Rest of the World
-
4,900
-
1,723,804
4
Operating Profit / (Loss)
The operating loss is stated after charging / (crediting):
2023
2022
£
£
Amortisation – intangible fixed assets
-
4,794
Depreciation -tangible fixed assets
-
29,222
Loss/ (Gain) on foreign exchange
-
64,604
CJRS furlough grant received
-
-
Audit of the financial statements
-
4,540
Other non-audit services
-
1,620
11
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Non-recurring intercompany loan forgiveness
Amounts waived during the year were in relation to:
2023
2022
£
£
Rapala VMC UK Limited (formerly Dynamite Baits Limited)
-
(1,229,380)
On the 22 December 2022, the trade and assets of Normark UK Sport Limited were transferred to Rapala VMC UK Limited in order to combine what are similar operations in the UK. As part of this transfer Rapala VMC UK Limited forgave the Normark UK Sport Limited inter company indebtedness of £1,229,380.
6
Staff costs
Staff costs, including directors' remuneration, were as follows:
2023
2022
£
£
Wages and salaries
-
306,522
Social security costs
-
34,231
Pension Costs
-
5,733
-
346,487
The average number of employees, including the directors, during the year was as follows:
2023
2022
No
No
Distribution
-
4
Admin (including directors)
2
4
2
8
7
Directors' remuneration
2023
2022
£
£
Emoluments
-
-
Certain directors are also directors or officers of a number of companies within the group. These directors' services to the company do not occupy a significant amount of their time. As such the directors have not received any remuneration for their incidental services to the company for the current or prior year.
8
Interest Receivable
2023
2022
£
£
Interest Received
-
1,672
Foreign Exchange Gains
-
11,665
-
13,337
12
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Interest Payable
2023
2022
£
£
On bank loans and overdrafts
-
20,209
Foreign Exchange Losses
-
76,269
-
96,478
10
Taxation
2023
2022
£
£
(a)
Analysis of tax in the year
Current tax (see note 10(b))
-
-
Deferred tax (see note 16)
-
-
Tax on loss on ordinary activities
-
-
There was no charge to tax due to the loss in the year.
(b)
Factors affecting tax charge for the year
The tax assessed for the year is higher than the standard rate of corporation tax in the UK of 25% (2022 – 19%). The differences are explained below:
2023
2022
£
£
Profit on ordinary activates before tax
-
558,834
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 – 19%)
-
106,178
Effects of:
Expenses/ (Income) not deductible for tax purposes
-
(462)
Other tax adjustments, reliefs and transfers
-
2,304
Unrelieved tax losses and other deductions
-
(108,020)
Total tax for the year (see note 10(a))
-
-
13
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Authorised Share capital
2023
2022
£
£
Issued Share Capital
100 Ordinary shares of £1 each
100
100
12
Related party transactions
Advantage has been taken of the exemption provided by IAS 24 not to disclose transactions with wholly owned Rapala Group companies as consolidated accounts are prepared by the ultimate parent undertaking.
13
Ultimate parent undertaking and controlling party
The company is a 100% subsidiary of Rapala VMC UK Ltd, which is wholly owned by Rapala VMC Oyj, a company incorporated in Finland, and listed on the OMX stock exchange, Helsinki. Group accounts can be obtained from Rapala VMC Oyj, Mäkelänkatu 91, 00610 Helsinki, Finland.
14
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