Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present the Strategic report and financial statements for the year ended 31 December 2023.
The principal activity of the Company continued to be the development, manufacture and supply of swimming pool and related equipment.
Overall sales for the year fell by 7.4% (2022: 3.0%).
Domestic sales for the year fell year on year, decreasing by 12.4% on 2022 (2022 decrease of 5.1%). The industry had experienced strong domestic growth during Covid (2020 7.4%) but post pandemic the industry has reverted back to pre-Covid levels with the anticipated levels of year on year growth in some divisions. A large proportion of the decline in 2023 came in the Spa and Wellness market, with sales of Spas down 65% on 2022. In 2020 Spa sales increased by 30%, as a result of disposable income being spent on swimming pools and related products. In many cases a transfer of spend was due to travel restrictions. The market remained strong in 2021 and the beginning of 2022. Sales started to decline in late 2022 and subsequently in 2023 demand for residential Spa’s weakened considerably. A saturated market, increasing energy costs, a cost of living crisis and people returning to foreign travel were all contributing factors that resulted in the decline in sales. In February 2023 Certikin became the logistics provider for Astralpool UK Limited, another Fluidra owned company based in the UK. This was part of a group initiative to consolidate and reduce overheads and it coincided with Astralpool UK Limited taking on the sole distributorship for Zodiac products (a Fuidra brand), that previously Certikin had awarded solely to one of its customers. In Quarter 4 of 2023 Certikin purchased the Bermuda Watergardens Brand. Prior to the purchase date, there had been a Branding and Commercialization agreement in place between Certikin and another party which awarded Certikin a license to sell the product in return for a royalty.
The economy and the weather continue to be the primary influences on trading conditions and key risks for the business.
Other than economic and climatic uncertainties and their associated risk to the profitability of the Company, foreign exchange risk is managed by forward currency contracts where appropriate. Continued support from our bankers together with consistent trading performance reduces the risk of liquidity issues in meeting obligations associated with financial liabilities. Credit risk is managed internally and the Company’s policies are aimed at minimising losses and require that deferred terms are only granted to customers who demonstrate appropriate payment history and satisfy credit worthiness procedures. Stock levels are constantly monitored for obsolescence risk.
The Company’s main financial key performance indicator is sales performance (see sales commentary above).
The other key performance indicators relate to stock, debtors and creditor days. Stock days decreased to 84 (2022: 115). Debtors days increased to 55.5 (2022: 38.2) and creditor days increased to 38.3 (2022: 37.5).
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors are aware of their duty under section 172 of the Companies Act 2006 to act in the way they would consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:
• the likely consequences of its decisions in the long term; • the interests of the Company’s employees; • the need to foster the Company’s business relationships with suppliers, customers and others; • the impact of the Company’s operations on the community and the environment; • the desirability of the Company maintaining a reputation for high standards of business conduct; and • the need to act fairly as between members of the Company. The likely consequences of its decisions in the long term The relocation of the business within the Witney area at the close of 2021 was a success, resulting in full staff retention and the creation of an improved working environment. Looking forward long term plans include that the business wants to recognised as an “Employer of choice” in the local area. Key areas of focus include increased engagement with colleagues, health and well-being, development opportunities, pay and benefits. The interests of the Company’s employees Our employees are key to our success and we encourage them to be successful individually and as a team. We hold staff meetings chaired by the Managing Director with all employees at various points of the year, informing them of matters affecting them, advising on business performance and ongoing plans. Employees also benefit from an annual bonus plan that is linked to company performance. As part of the Fluidra Group, employees worldwide are provided with information that is of concern to them, including industry, business and financial performance. There is also a confidential annual employee survey that staff are encouraged to complete. The results and planned long term actions as a result of the survey are subsequently shared with all employees at local level. The need to foster the Company’s business relationships with suppliers, customers and others The success of the business is dependent on the support of all of our stakeholders. Building positive relationships with stakeholders that share our values is important, and working together towards shared goals assists us in delivering long-term sustainable success. Customers Our practice is to deliver best-in-class service to customers. We build strong lasting relationships with our customers and spend considerable time with them to understand their needs and views and listen to how we can improve our offering and service to them. We use this knowledge to inform our decision-making on such matters as product mix, pricing, training etc. Suppliers We build strong relationships with our suppliers to develop mutually beneficial and lasting partnerships. We maintain regular contact in order to understand the issues they face and to be aware of changing conditions and new initiatives. We balance the benefit of maintaining these relationships along side the need to obtain value for money. Colleagues See above notes on “interest of Employees”
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Debt capital/credit facilities The Group Treasury team are responsible for management of the relationship and the management of the Group cash/debt and financing activities. The UK finance director works closely with the team on the needs of the UK entity. The impact of the Company’s operations on the community and the environment Community With reference to “interest of employees”, the Company is a significant employer in the local town and so when relocation plans were put forward one of the main decisions was that the business would look for new premises in or on the outskirts of the town. The business gives financial support in the form of sponsorship to local activities including the local Swimming Club. It is at the early stages of a working relationship with a nationwide charity which provides swimming lessons for children with disabilities. Environment The Company had committed to changing where feasible its company vehicles from Diesel to Electric. In 2023 all vehicles that were replaced were electric. Continual considerations are given to the use of and disposal of plastics and how it can be minimized. A strategic disinvestment in one Bermuda product has resulted in a considerable reduction in quantity of plastic that the business needs to dispose of. The desirability of the Company maintaining a reputation for high standards of business conduct The Executive team of the business make decisions with a long-term view in mind and with the highest standards of conduct in line with Group policies. There is a robust framework of corporate governance adhered to locally and a further framework of governance set out by the parent company, Fluidra SA, that all group companies are required to adhere to and which is reviewed and checked on a regular basis by the internal audit division. The need to act fairly as between members of the Company The Company’s shareholding is 100% owned by Fluidra SA. The parent requires all group businesses to follow the same policies.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their report and the financial statements for the year ended 31 December 2023.
The Directors who served during the year were:
The profit for the year, after taxation, amounted to £1,371,188 (2022 - £3,556,654).
The Directors proposed and paid a dividend of £3,556,654 be paid in 2023 (2022: £3,001,608).
The Directors aim to maintain the management policies which are expected to achieve growth in the Company's results in the coming financial years. They consider that the next year will show a growth in sales from continuing operations. Such growth will be attributable to the continued sourcing and development of innovative swimming pool products as the continuing demand from consumers for wet leisure products.
The Directors have considered the ability of the Company to continue as a going concern and this is considered to be the most significant estimate made by the Directors in preparing the financial statements. The Company is required to prepare annual budgets together with bi-annual reforecasting. Rolling cashflow statements covering the next four months are prepared and submitted to the group treasury department on a monthly basis. In addition Group provide credit facilities to all group companies.
Based on these forecasts, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Directors continue to adopt the going concern basis in preparing these financial statements.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Certikin International Limited’s Streamlined Energy and Carbon Reporting statement covers the reporting period 1 January 2023 to 31 December 2023 and has been prepared in line with the requirements of the Streamlined Energy and Carbon Reporting regulations and the relevant areas of the Greenhouse Gas (‘GHG’) Protocol Corporate Accounting and Reporting Standard.
Certikin is part of the Fluidra group. One of the objectives of the Group, reported in their annual 2023 results, was to be a market leader In environmental matters and therefore strive to act responsibly, building a sustainable business in the long term. It is committed to promoting responsible resource management by applying rigorous sustainability and efficiency criteria, which goes beyond what is required by law. Fluidra has defined four main lines of action in environmental matters that group companies need to consider and take action in management of businesses. • Fight against climate changes; • Reduction of environmental impact; • Water management; • Sustainable products. The Company has seen an increase in reported cubic metres of water used as the comparative for the prior year did not include the newer leased premises at Tungsten Park as the Company did not have information from its water provider available at 31 December 2022 to report that information in the prior period. Certikin have also made changes at local level which include: • Relocation of the business in November 2021 to a purpose built BREEAM standard building; • Change in company car policy, with the introduction of electric vehicles; • Introduction of recycling in all parts of the premises, not just with in the warehouse and production areas. The conversion of Energy into tonnes of Co2 has been calculated at a rate of 1kWh = 0.20707 (2022: 0.19121) tonnes of Co2 for electricity and 1kWh = 0.185 (2022: 0.20188) tonnes of Co2 for gas.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditor, James Cowper Kreston Audit, will 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.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CERTIKIN INTERNATIONAL LTD
We have audited the financial statements of Certikin International Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CERTIKIN INTERNATIONAL LTD (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CERTIKIN INTERNATIONAL LTD (CONTINUED)
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.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Reviewing minutes of meetings of those charged with governance;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditor
2 Chawley Park
Cumnor Hill
Oxfordshire
OX2 9GG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 40 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Certikin International Limited is a private limited Company incorporated and domiciled in the United Kingdom. The registered office of the Company is Unit 4 Tungsten Park, Collets Way, Downs Road, Witney, Oxfordshire, OX29 0AX.
The principal activity of the Company is the manufacture and distribution of swimming pool and leisure equipment.
2.Accounting policies
The Company has elected not to prepare consolidated financial statements in accordance with Section 401 of the Companies Act 2006.
The financial statements are rounded to the nearest whole pound Sterling.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Directors have considered the ability of the Company to continue as a going concern and this is considered to be the most significant estimate made by the Directors in preparing the financial statements. The Company is required to prepare annual budgets together with bi-annual reforecasting. Rolling cashflow statements covering the next four months are prepared and submitted to the group treasury department on a monthly basis. In addition Group provide credit facilities to all group companies.
Based on these forecasts, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Directors continue to adopt the going concern basis in preparing these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙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
This information is included in the consolidated financial statements of Fluidra S.A. as at 31 December 2023 and these financial statements may be obtained from Av. Alcalde Barnils, 69, Sant Cugat Del Valles, Barcelona, 08174.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Sale of goods The Company supplies swimming pools and related equipment. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer and the customer has legal title to the goods. Delivery occurs when the products have been distributed to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract or the Company has objective evidence that all criteria for acceptance have been satisfied. The Company offers retrospective discounts to certain customers and offers other discounts on its sales of goods at the time of invoicing. The Company considers the estimated retrospective discount to represent variable consideration payable to the customer and presents these as contract liabilities on the Statement of Financial Position. A receivable is recognised when the performance obligation is satisfied as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. The Company’s obligation to repair or replace faulty products under the standard warranty terms has been recognised as a provision. The Company recognises a provision in respect of credit notes for returns, refunds and other similar obligations.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised evenly over the period of expected future benefit. During the period of development, the asset is tested for impairment annually. Development costs are written off over the expected useful life of the asset which ranges from 5 – 10 years. Patents and trademarks are written off over the life of the assets which ranges from 3 – 5 years. The amortisation period and the amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement as part of administration expenses when the asset is derecognised. Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired. Until the 2018 financial year, leases were classified as an operating lease. See note 1.5 for further information on the adoption of new accounting standards. From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use. Assets and liabilities arising from a lease are initially measured on a present value basis. The net present value of the lease liability includes the present value of the lease payments not made at the date of transition, lease payments made before the commencement date less any lease incentives received and an estimate of the costs expected to be incurred in returning the leased property to its original condition. Lease payments to be made under reasonably certain extension options are included in the measurement of the liability. The lease payments are discounted using the rate implicit in the lease agreement. If that rate cannot be readily determined, the lessee's incremental borrowing rate is used. Lease payments are allocated between their principal payments and the finance cost. The finance cost is charged to the Statement of Profit or Loss over the lease period. Right-of-use assets are depreciated over the life of the lease on a straight line basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Short term leases with a lease term of less than 12 months or leases with low value assets are recognised on a straight line basis as an expense in the Statement of Profit or Loss.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable and are written down immediately to their recoverable amount. Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the derecognition of the asset is included in the income statement in the period of derecognition.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
• Raw materials and consumables – purchase cost on a first-in, first-out basis • Work in progress and finished goods – cost of direct materials and labour plus attributable overheads based on a normal level of activity, excluding borrowing costs Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company’s accounting policies in respect of financial instruments transactions are explained below:
Financial assets Initial recognition and measurement Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
Page 20
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset. Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows: Financial assets at fair value through profit of loss Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IAS 39. The Company has not designated any financial assets upon initial recognition as at fair value through profit or loss. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets at fair value through profit and loss are carried in the Statement of Financial Position at fair value with changes in fair value recognised in the income statement. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially recognised at fair value and subsequently measured at amortised cost using the effective interest (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance revenue in the income statement. Losses arising from impairment are recognised in the income statement in other operating expenses. Financial liabilities Initial recognition and measurement Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequent measurement The measurement of financial liabilities depends on their classification as follows: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss. Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Company becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs.
Page 21
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.
Functional and presentation currency
Transactions and balances
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount.
General
A provision is recognised when the Company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. If the effect is material, expected future cash flows are discounted using a current pre-tax rate that reflects where appropriate, the risks specific to the liability. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Where discounting is used, the increase in the provision due to unwinding the discount is recognised as a finance cost. Dilapidation Provision An asset retirement obligation has been recorded to reflect the Company’s legal commitment to reinstate leased property back to its original condition. The asset retirement obligation has been capitalised within property, plant and equipment and is being depreciated over the remainder of the associated property lease term. In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and reinstate the property and the expected timing of those costs. The provision for dilapidations is recognised on a lease by lease basis and is based on the Company’s best estimate of the likely committed cash outflow.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by year-end date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of
Page 23
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:
Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the year-end date. The carrying amount of deferred income tax assets is reviewed at each year-end. Deferred income tax assets and liabilities are offset, only if a legally enforcement right exists to set off current tax assets against current tax liabilities, the deferred income taxes relate to the same taxation authority and that authority permits the Company to make a single net payment. Income tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, income tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise income tax is recognised in the income statement. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Judgements In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements: Leases (see note 21) The implementation of IFRS 16 requires the Company to account for its leases as right-of-use assets over the life of the lease agreement. The present value of the lease liability on inception requires management to assess various factors including the discount rate and the life of the lease and the extent to which any options to extend or break the lease are exercised. These factors have a resulting impact in determining the present value of the lease liability on inception. Intangible fixed assets (See note 13) Development costs are capitalised in accordance with the accounting policy. Initial capitalisation of costs is based on management's judgement that technological and feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rate to be applied and the expected period of benefits. All intangible assets are amortised over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values. Tangible fixed assets (See note 14) Tangible fixed assets are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur. Rebate discounts (see note 4) The Company reviews the total sales achieved with customers in respect of a financial period and estimates the value of retrospective rebate discounts. Estimations are based on the Company's historical and current trading levels with customers and the anticipated milestones being achieved on which rebate discounts are offered.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Judgements in applying accounting policies (continued)
Taxation (See note 11) Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective country in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Company. Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Dilapidations (See note 22) An asset retirement obligation has been recorded to reflect the Company’s legal commitment to reinstate leased property back to its original condition. The asset retirement obligation has been recorded in right-of-use assets in accordance with IFRS 16 and is being depreciated over the remainder of the associated property lease term. In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and reinstate the property and the expected timing of those costs. Management has been supported in the determination of this estimate through the engagement of a professional surveyor skilled in evaluating asset restoration costs within the local jurisdiction. Stock Obsolescence (See note 16) The Company provides for slow moving or obsolete stock based on a Fluidra group method of calculation. The calculation provides for obsolescence based on stock turnover data, to which a percentage is applied to arrive at the provision. The Fluidra group has applied judgement based on prior experience in determining the ranges of stock turnover and percentages applied to these. This provided a level of uncertainty and may generate an over or under-provision for stock obsolescence. Share-based payments (See note 27) The Company measures the cost of equity-settled transactions with employees with reference to the fair value of the equity instruments at the date at which they are granted. Estimating the fair value for share-based payment transactions requirements determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and risk-free rate. Doubtful debt provision (See note 17) The Company provides for aged debts on the expected credit loss basis in accordance with IFRS 9. The determination of a provision in accordance with IFRS 9 requires estimations to be made. A doubtful debt provision is calculated on the basis of Fluidra Group accounting policies based on prior experiences. Warranty provision (see note 22) The Company makes a provision for potential future warranty claims on sales based on an analysis of past claim and sales over a pre-determined period.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 28
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 29
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 30
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 31
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 32
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 33
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14.Tangible fixed assets (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14.Tangible fixed assets (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 36
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17.Debtors (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 38
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Profit and loss account
The Company operates a defined contribution pension scheme. The cost charge for the year includes contributions payable by the Company to the fund plans and amounted to £323,222 (2022: £341,476). Contributions amounting to £1,931 (2022: £nil) were payable to the scheme at the end of the period and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company is a subsidiary undertaking of Fluidra Commercial S.L. incorporated in Spain.
The largest group in which the results of the Company are consolidated is that headed by
Page 40
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