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COMPANY REGISTRATION NUMBER: 07586280
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 December 2023
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2023
Contents
Page
Officers and Professional Advisers
1
Strategic Report
2
Directors' Report
4
Independent Auditor's Report to the Member
6
Consolidated Statement of Comprehensive Income
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
14
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
20
Notes to the Consolidated Financial Statements
22
NOTMAN ENTERPRISE LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
The Board of Directors
K Notman
S Hall
Registered Office
Marfleet Environmental Technology Park
Westgate Way
Hedon Road
Hull
East Yorkshire
HU9 5LW
Auditor
Streets Audit LLP
Chartered accountants & statutory auditor
Halifax House
30 George Street
Hull
East Yorkshire
HU1 3AJ
NOTMAN ENTERPRISE LIMITED
STRATEGIC REPORT
YEAR ENDED 31 DECEMBER 2023
Review of the Business
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face. The group comprises the parent company Notman Enterprise Limited together with its subsidiaries, Middlegate Europe NV and Middlegate Europe SA (both registered in Belgium) and Middlegate (Europe) Limited registered in the UK. The group's principal activity is to provide third party logistics to a variety of customers throughout the UK and overseas. We consider our key financial performance indicators to be those that illustrate the financial performance and strength of the company, namely turnover and profit margin. These are monitored through monthly management accounts. Group turnover amounted to £20,894,433 (2022 - £25,923,494) during the year. Gross profit was £8,233,786 (2022 - £9,304,204) representing an acceptable percentage margin consistent with previous years. Profit before taxation is £502,845 (2022 - £3,777,279, including an exceptional gain on fixed asset disposal of £2,647,424). Total assets less current liabilities total £8,361,417 (2022 - £9,128,141) and the closing balance sheet total is in a strong position at £5,947,374 (2022 - £6,726,628). The directors consider that the group is in a position where it can expand market share in order to improve turnover and profitability.
Credit Risk
The company seeks to manage its credit risk by dealing with established customers or otherwise checking the credit-worthiness of new customers, establishing clear contractual relationships with those customers and by identifying and addressing any credit issues arising in a timely manner.
Liquidity Risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short-term flexibility is achieved by overdraft facilities. Despite the risks and uncertainties brought about by the continued economic instability and the challenges this brings, the company has grown in line with planned expansion. On the basis of these results the Directors consider the affairs of the company to be satisfactory. There will also be a full review of our underlying financial performance with a view to improving our overall operating efficiency.
Plans for the Future
We continue to concentrate on systems, product development and our supply chain. We aim to develop the business with an emphasis on customer requirements and continued investment in facilities and a modern fleet of vehicles. The group is committed to further expanding warehousing and distribution in the UK and the EU.
This report was approved by the board of directors on 16 July 2024 and signed on behalf of the board by:
K Notman Director
Registered office:
Marfleet Environmental Technology Park
Westgate Way
Hedon Road
Hull
East Yorkshire
HU9 5LW
NOTMAN ENTERPRISE LIMITED
DIRECTORS' REPORT
YEAR ENDED 31 DECEMBER 2023
The directors present their report and the consolidated financial statements of the group for the year ended 31 December 2023 .
Directors
The directors who served the company during the year were as follows:
K Notman
S Hall
(Appointed 20 January 2023)
L J Notman
(Retired 19 April 2023)
Dividends
Particulars of recommended dividends are detailed in note 12 to the consolidated financial statements.
Disclosure of Information in the Strategic Report
Details of the business review and financial risks have been included in the strategic report.
Directors' Responsibilities Statement
The directors are responsible for preparing the strategic report, directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law the directors have elected to prepare the consolidated 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 consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these consolidated financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the consolidated 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 16 July 2024 and signed on behalf of the board by:
K Notman Director
Registered office:
Marfleet Environmental Technology Park
Westgate Way
Hedon Road
Hull
East Yorkshire
HU9 5LW
NOTMAN ENTERPRISE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF NOTMAN ENTERPRISE LIMITED
YEAR ENDED 31 DECEMBER 2023
Opinion
We have audited the consolidated financial statements of Notman Enterprise Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the consolidated financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 consolidated financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the consolidated 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 consolidated financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the consolidated 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.
Other Information
The other information comprises the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the consolidated financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors' report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated 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 group and the parent 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: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company consolidated 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 consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the group companies through discussions with directors and other management, and from our commercial knowledge and experience of the group and the transport sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including Vehicle Operators licensing, health and safety legislation, the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and environmental legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence and required licences; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the consolidated 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. Use of Our Report
This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
Robert Anderson
(Senior Statutory Auditor)
For and on behalf of
Streets Audit LLP
Chartered accountants & statutory auditor
Halifax House
30 George Street
Hull
East Yorkshire
HU1 3AJ
1 August 2024
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2023
2023
2022
Note
£
£
Turnover
4
20,894,433
25,923,494
Cost of sales
12,660,647
16,619,290
---------------
---------------
Gross Profit
8,233,786
9,304,204
Administrative expenses
8,258,347
8,330,962
Other operating income
5
590,992
224,555
Gain on disposal of tangible fixed assets
2,647,424
--------------
--------------
Operating Profit
6
566,431
3,845,221
Other interest receivable and similar income
9
133,065
33,142
Interest payable and similar expenses
10
196,651
101,084
--------------
--------------
Profit Before Taxation
502,845
3,777,279
Tax on profit
11
194,219
984,888
-----------
--------------
Profit for the Financial Year
308,626
2,792,391
-----------
--------------
Foreign currency retranslation
( 13,532)
( 158,669)
-----------
--------------
Total Comprehensive Income for the Year
295,094
2,633,722
-----------
--------------
Profit for the financial year attributable to:
The owners of the parent company
254,440
2,734,543
Non-controlling interests
54,186
57,848
-----------
--------------
308,626
2,792,391
-----------
--------------
Total comprehensive income for the year attributable to:
The owners of the parent company
241,659
2,583,542
Non-controlling interests
53,435
50,180
-----------
--------------
295,094
2,633,722
-----------
--------------
All the activities of the group are from continuing operations.
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2023
2023
2022
Note
£
£
Fixed Assets
Intangible assets
13
984,740
756,397
Tangible assets
14
5,104,767
5,313,173
Investments
15
47,274
44,945
--------------
--------------
6,136,781
6,114,515
Current Assets
Stocks
16
15,000
15,000
Debtors
17
7,409,715
8,423,009
Cash at bank and in hand
861,036
1,446,269
--------------
--------------
8,285,751
9,884,278
Creditors: amounts falling due within one year
19
( 6,061,115)
( 6,870,652)
--------------
--------------
Net Current Assets
2,224,636
3,013,626
--------------
--------------
Total Assets Less Current Liabilities
8,361,417
9,128,141
Creditors: amounts falling due after more than one year
20
( 1,596,368)
( 1,617,042)
Provisions
Taxation including deferred tax
22
( 817,675)
( 784,471)
--------------
--------------
Net Assets
5,947,374
6,726,628
--------------
--------------
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
31 December 2023
2023
2022
Note
£
£
Capital and Reserves
Called up share capital
26
139
139
Share premium account
27
1,261,412
1,261,412
Other reserves, including the fair value reserve
27
( 538,456)
( 525,675)
Profit and loss account
27
5,134,309
5,879,869
--------------
--------------
Equity Attributable to the Owners of the Parent Company
5,857,404
6,615,745
Non-Controlling Interests
89,970
110,883
--------------
--------------
5,947,374
6,726,628
--------------
--------------
These consolidated financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These consolidated financial statements were approved by the board of directors and authorised for issue on 16 July 2024 , and are signed on behalf of the board by:
K Notman Director
Company registration number: 07586280
NOTMAN ENTERPRISE LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2023
2023
2022
Note
£
£
Fixed Assets
Tangible assets
14
4,946
5,968
Investments
15
4,550,924
4,550,924
--------------
--------------
4,555,870
4,556,892
Current Assets
Debtors
17
409,441
500,239
Cash at bank and in hand
58,731
21,624
-----------
-----------
468,172
521,863
Creditors: amounts falling due within one year
19
( 136,565)
( 39,709)
-----------
-----------
Net Current Assets
331,607
482,154
--------------
--------------
Total Assets Less Current Liabilities
4,887,477
5,039,046
--------------
--------------
Net Assets
4,887,477
5,039,046
--------------
--------------
NOTMAN ENTERPRISE LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION (continued)
31 December 2023
2023
2022
Note
£
£
Capital and Reserves
Called up share capital
26
139
139
Share premium account
27
1,261,412
1,261,412
Other reserves, including the fair value reserve
27
30,304
30,304
Profit and loss account
27
3,595,622
3,747,191
--------------
--------------
Shareholder Funds
4,887,477
5,039,046
--------------
--------------
The profit for the financial year of the parent company was £ 848,431 (2022: £ 336,474 ).
These consolidated financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These consolidated financial statements were approved by the board of directors and authorised for issue on 16 July 2024 , and are signed on behalf of the board by:
K Notman Director
Company registration number: 07586280
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2023
Called up share capital
Share premium account
Other reserves, including the fair value reserve
Profit and loss account
Equity attributable to the owners of the parent company
Non-controlling interests
Total
£
£
£
£
£
£
£
At 1 January 2022
139
1,261,412
( 374,674)
3,438,026
4,324,903
132,066
4,456,969
Profit for the year
2,734,543
2,734,543
57,848
2,792,391
Other comprehensive income for the year:
Foreign currency retranslation
( 151,001)
( 151,001)
( 7,668)
( 158,669)
-----
-------------
-----------
-------------
-------------
-----------
-------------
Total Comprehensive Income for the Year
( 151,001)
2,734,543
2,583,542
50,180
2,633,722
Dividends paid and payable
12
( 292,700)
( 292,700)
( 71,363)
( 364,063)
-----
-------------
-----------
-------------
-------------
-----------
-------------
Total Investments by and Distributions to Owners
( 292,700)
( 292,700)
( 71,363)
( 364,063)
At 31 December 2022
139
1,261,412
( 525,675)
5,879,869
6,615,745
110,883
6,726,628
Profit for the year
254,440
254,440
54,186
308,626
Other comprehensive income for the year:
Foreign currency retranslation
( 12,781)
( 12,781)
( 751)
( 13,532)
-----
-------------
-----------
-------------
-------------
-----------
-------------
Total Comprehensive Income for the Year
( 12,781)
254,440
241,659
53,435
295,094
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
YEAR ENDED 31 DECEMBER 2023
Called up share capital
Share premium account
Other reserves, including the fair value reserve
Profit and loss account
Equity attributable to the owners of the parent company
Non-controlling interests
Total
£
£
£
£
£
£
£
Dividends paid and payable
12
( 1,000,000)
( 1,000,000)
( 74,348)
( 1,074,348)
-----
-----
-----
-------------
-------------
---------
-------------
Total Investments by and Distributions to Owners
( 1,000,000)
( 1,000,000)
( 74,348)
( 1,074,348)
-----
-------------
-----------
-------------
-------------
---------
-------------
At 31 December 2023
139
1,261,412
( 538,456)
5,134,309
5,857,404
89,970
5,947,374
-----
-------------
-----------
-------------
-------------
---------
-------------
NOTMAN ENTERPRISE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2023
Called up share capital
Share premium account
Other reserves, including the fair value reserve
Profit and loss account
Total
£
£
£
£
£
At 1 January 2022
139
1,261,412
35,701
3,703,416
5,000,668
Profit for the year
336,474
336,474
Other comprehensive income for the year:
Foreign currency retranslation
( 5,397)
( 5,397)
-----
-------------
---------
-------------
-------------
Total Comprehensive Income for the Year
( 5,397)
336,474
331,077
Dividends paid and payable
12
( 292,699)
( 292,699)
-----
-------------
---------
-------------
-------------
Total Investments by and Distributions to Owners
( 292,699)
( 292,699)
At 31 December 2022
139
1,261,412
30,304
3,747,191
5,039,046
Profit for the year
848,431
848,431
-----
-------------
---------
-------------
-------------
Total Comprehensive Income for the Year
848,431
848,431
NOTMAN ENTERPRISE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY (continued)
YEAR ENDED 31 DECEMBER 2023
Called up share capital
Share premium account
Other reserves, including the fair value reserve
Profit and loss account
Total
£
£
£
£
£
Dividends paid and payable
12
( 1,000,000)
( 1,000,000)
-----
-----
-----
-------------
-------------
Total Investments by and Distributions to Owners
( 1,000,000)
( 1,000,000)
-----
-------------
---------
-------------
-------------
At 31 December 2023
139
1,261,412
30,304
3,595,622
4,887,477
-----
-------------
---------
-------------
-------------
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2023
2023
2022
Note
£
£
Cash Flows from Operating Activities
Profit for the financial year
308,626
2,792,391
Adjustments for:
Depreciation of tangible assets
779,598
732,107
Amortisation of intangible assets
93,155
88,258
Government grant income
( 58,574)
Other interest receivable and similar income
( 133,065)
( 33,142)
Interest payable and similar expenses
196,651
101,084
Gains on disposal of tangible assets
( 317,436)
( 272,521)
Unrealised foreign currency gains
(13,532)
Tax on profit
194,219
984,888
Accrued expenses/(income)
349,573
( 395,115)
Changes in:
Stocks
830
Trade and other debtors
1,013,294
( 5,955,352)
Trade and other creditors
( 1,158,581)
151,045
--------------
--------------
Cash generated from operations
1,312,502
( 1,864,101)
Interest paid
( 196,651)
( 101,084)
Interest received
133,065
33,142
Tax paid
( 232,834)
( 163,994)
--------------
--------------
Net cash from/(used in) operating activities
1,016,082
( 2,096,037)
--------------
--------------
Cash Flows from Investing Activities
Purchase of tangible assets
( 911,259)
( 505,767)
Proceeds from sale of tangible assets
657,503
4,060,793
Purchase of intangible assets
( 321,498)
Purchases of other investments
( 2,329)
( 40,708)
--------------
--------------
Net cash (used in)/from investing activities
( 577,583)
3,514,318
--------------
--------------
Cash Flows from Financing Activities
Net proceeds from borrowings
293,905
( 754,775)
Government grant income
58,574
Payments of finance lease liabilities
( 419,714)
33,465
Dividends paid
( 1,074,348)
( 364,063)
--------------
--------------
Net cash used in financing activities
( 1,200,157)
( 1,026,799)
--------------
--------------
NOTMAN ENTERPRISE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
YEAR ENDED 31 DECEMBER 2023
2023
2022
Note
£
£
Net (Decrease)/Increase in Cash and Cash Equivalents
( 761,658)
391,482
Cash and Cash Equivalents at Beginning of Year
1,446,269
1,054,787
--------------
--------------
Cash and Cash Equivalents at End of Year
18
684,611
1,446,269
--------------
--------------
NOTMAN ENTERPRISE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2023
1. General Information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Marfleet Environmental Technology Park, Westgate Way, Hedon Road, Hull, East Yorkshire, HU9 5LW.
2. Statement of Compliance
These consolidated financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting Policies
Basis of Preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. The group comprises private limited liability companies registered in England and Belgium. Further details of the subsidiary companies are given in note 15. The holding company registered office is disclosed in the director's report. Disclosure Exemptions The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: (a) Disclosures in respect of each class of share capital have not been presented. (b) No cash flow statement has been presented for the company. (c) Disclosures in respect of financial instruments have not been presented. (d) No disclosure has been given for the aggregate remuneration of key management personnel. Consolidation The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over twenty years from the year of acquisition. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006. Non-Controlling Interests Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Judgements and Key Sources of Estimation Uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Tangible and intangible fixed assets are stated at cost less depreciation and any impairments. Depreciation takes place over the estimated useful life down to the assessed residual value. The carrying amount of the fixed assets is tested as soon as changed conditions indicate that a need for impairment has arisen. Revenue Recognition The turnover shown in the profit and loss account represents amounts due for haulage services rendered during the period. Turnover is recognised at the point of shipping of goods being hauled. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered. Taxation The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions: Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be 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 substantively enacted at the balance sheet date. Foreign Currencies Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit. Operating Leases Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis. Goodwill Positive purchased goodwill arising on acquisitions is capitalised, classified as an asset on the Balance Sheet and amortised over its useful economic life. A reliable estimate of the useful life of goodwill is considered to be 20 year. The useful economic life is reviewed at the end of each reporting period and revised if necessary, subject to the constraint that the revised life shall not exceed 20 years from the date of acquisition. The carrying amount at the date of revision is depreciated over the revised estimate of remaining useful economic life.
Intangible Assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
5% straight line
Other intangibles
-
20% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible Assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold land and buildings
-
2-4% straight line
Plant and machinery
-
20% reducing balance
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of Fixed Assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is based on purchase price.
Finance Leases and Hire Purchase Contracts
Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
Government Grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial Instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Defined Contribution Plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
4. Turnover
Turnover arises from:
2023
2022
£
£
Rendering of services
20,894,433
25,923,494
---------------
---------------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2023
2022
£
£
United Kingdom
7,019,420
9,485,852
Overseas
13,875,013
16,437,642
---------------
---------------
20,894,433
25,923,494
---------------
---------------
5. Other Operating Income
2023
2022
£
£
Government grant income
58,574
Other operating income
590,992
165,981
-----------
-----------
590,992
224,555
-----------
-----------
6. Operating Profit
Operating profit or loss is stated after charging/crediting:
2023
2022
£
£
Amortisation of intangible assets
93,155
88,258
Depreciation of tangible assets
779,598
732,107
Gains on disposal of tangible assets
( 317,436)
( 272,521)
-----------
-----------
Auditors' remuneration was £19,750 (2022 - £16,000). During the previous year the group made an exceptional gain of £2,647,424 on the disposal of a property which had become surplus to requirements.
7. Staff Costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2023
2022
No.
No.
Production staff
112
105
Administrative staff
23
23
-----
-----
135
128
-----
-----
The aggregate payroll costs incurred during the year, relating to the above, were:
2023
2022
£
£
Wages and salaries
5,408,370
4,799,478
Social security costs
996,156
960,145
Other pension costs
137,695
122,295
--------------
--------------
6,542,221
5,881,918
--------------
--------------
8. Directors' Remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2023
2022
£
£
Remuneration
243,996
214,214
Company contributions to defined benefit pension plans
800
3,198
-----------
-----------
244,796
217,412
-----------
-----------
The number of directors who accrued benefits under company pension plans was as follows:
2023
2022
No.
No.
Defined contribution plans
3
2
-----
-----
Remuneration of the highest paid director in respect of qualifying services:
2023
2022
£
£
Aggregate remuneration
110,679
134,214
Company contributions to defined contribution pension plans
798
-----------
-----------
110,679
135,012
-----------
-----------
9. Other Interest Receivable and Similar Income
2023
2022
£
£
Other interest receivable and similar income
133,065
33,142
-----------
---------
10. Interest Payable and Similar Expenses
2023
2022
£
£
Interest on banks loans and overdrafts
118,952
38,241
Interest on obligations under finance leases and hire purchase contracts
77,699
62,843
-----------
-----------
196,651
101,084
-----------
-----------
11. Tax on Profit
Major components of tax expense
2023
2022
£
£
Current tax:
UK current tax expense
11,358
90,683
Adjustments in respect of prior periods
7,227
---------
---------
Total UK current tax
18,585
90,683
Foreign current tax income
142,430
146,554
-----------
-----------
Total current tax
161,015
237,237
-----------
-----------
Deferred tax:
Origination and reversal of timing differences
33,204
747,651
-----------
-----------
Tax on profit
194,219
984,888
-----------
-----------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 25 % (2022: 19 %).
2023
2022
£
£
Profit on ordinary activities before taxation
502,845
3,777,279
-----------
--------------
Profit on ordinary activities by rate of tax
125,711
717,683
Adjustment to tax charge in respect of prior periods
7,227
Effect of capital allowances and depreciation
( 25,886)
6,627
Foreign tax at higher rates
87,167
260,578
-----------
--------------
Tax on profit
194,219
984,888
-----------
--------------
12. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2023
2022
£
£
Dividends on equity shares
1,000,000
292,700
Dividends on equity shares held by non-controlling interests
74,348
71,363
--------------
-----------
1,074,348
364,063
--------------
-----------
13. Intangible Assets
Group
Goodwill
Other intangible assets
Total
£
£
£
Cost
At 1 January 2023
1,752,701
85,008
1,837,709
Additions
321,498
321,498
--------------
-----------
--------------
At 31 December 2023
1,752,701
406,506
2,159,207
--------------
-----------
--------------
Amortisation
At 1 January 2023
996,304
85,008
1,081,312
Charge for the year
87,635
5,520
93,155
--------------
-----------
--------------
At 31 December 2023
1,083,939
90,528
1,174,467
--------------
-----------
--------------
Carrying amount
At 31 December 2023
668,762
315,978
984,740
--------------
-----------
--------------
At 31 December 2022
756,397
756,397
--------------
-----------
--------------
The company has no intangible assets.
14. Tangible Assets
Group
Land and buildings
Plant and machinery
Total
£
£
£
Cost
At 1 January 2023
4,329,516
5,892,919
10,222,435
Additions
11,302
899,957
911,259
Disposals
( 1,126,785)
( 1,126,785)
--------------
--------------
---------------
At 31 December 2023
4,340,818
5,666,091
10,006,909
--------------
--------------
---------------
Depreciation
At 1 January 2023
1,239,455
3,669,807
4,909,262
Charge for the year
32,138
747,460
779,598
Disposals
( 786,718)
( 786,718)
--------------
--------------
---------------
At 31 December 2023
1,271,593
3,630,549
4,902,142
--------------
--------------
---------------
Carrying amount
At 31 December 2023
3,069,225
2,035,542
5,104,767
--------------
--------------
---------------
At 31 December 2022
3,090,061
2,223,112
5,313,173
--------------
--------------
---------------
Company
Plant and machinery
Total
£
£
Cost
At 1 January 2023 and 31 December 2023
12,646
12,646
---------
---------
Depreciation
At 1 January 2023
6,678
6,678
Charge for the year
1,022
1,022
---------
---------
At 31 December 2023
7,700
7,700
---------
---------
Carrying amount
At 31 December 2023
4,946
4,946
---------
---------
At 31 December 2022
5,968
5,968
---------
---------
Freehold property has been given as security against bank borrowing. Included in freehold property is land of £1,083,333 which is not depreciated.
Finance leases and hire purchase contracts
Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:
Group
Plant and machinery
£
At 31 December 2023
1,721,226
--------------
At 31 December 2022
1,603,240
--------------
The company has no tangible assets held under finance lease or hire purchase agreements.
15. Investments
Group
Other investments other than loans
£
Cost
At 1 January 2023
44,945
Additions
2,329
---------
At 31 December 2023
47,274
---------
Impairment
At 1 January 2023 and 31 December 2023
---------
Carrying amount
At 31 December 2023
47,274
---------
At 31 December 2022
44,945
---------
Company
Shares in group undertakings
£
Cost
At 1 January 2023 and 31 December 2023
4,550,924
--------------
Impairment
At 1 January 2023 and 31 December 2023
--------------
Carrying amount
At 1 January 2023 and 31 December 2023
4,550,924
--------------
At 31 December 2022
4,550,924
--------------
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Middlegate Europe NV
Ordinary
99.92
Middlegate Europe SA
Ordinary
79.84
Middlegate (Europe) Limited
Ordinary
99.92
All group companies provide third party logistics.
Investments in associates and joint ventures
The group and company have no investments in associates or joint ventures.
16. Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
15,000
15,000
---------
---------
-----
-----
17. Debtors
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade debtors
3,578,109
3,667,660
2,603
6,637
Amounts owed by group undertakings
406,238
282,619
Prepayments and accrued income
372,419
427,901
Directors loan account
2,485,607
3,087,237
210,375
Other debtors
973,580
1,240,211
600
608
--------------
--------------
-----------
-----------
7,409,715
8,423,009
409,441
500,239
--------------
--------------
-----------
-----------
Trade debtors include £2,603,738 (2022 - £3,114,372) given as security in a debtor finance agreement. Included in debtors is a total amount of £3,371,623 (2022 - £3,990,839) owed by the director and companies controlled by him, of which £2,083,287 (2022 - £2,151,726) is due to be repaid after more than one year from the balance sheet date.
18. Cash and Cash Equivalents
Cash and cash equivalents comprise the following:
2023
2022
£
£
Cash at bank and in hand
861,036
1,446,269
Bank overdrafts
( 176,425)
-----------
--------------
684,611
1,446,269
-----------
--------------
19. Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
902,445
571,524
Trade creditors
2,492,333
3,032,158
Amounts owed to group undertakings
16,632
20,734
Accruals and deferred income
493,714
144,141
8,540
8,040
Corporation tax
11,358
83,177
11,358
10,935
Social security and other taxes
229,718
462,560
Obligations under finance leases and hire purchase contracts
474,934
734,565
Director loan accounts
100,035
Other creditors
1,456,613
1,842,527
--------------
--------------
-----------
---------
6,061,115
6,870,652
136,565
39,709
--------------
--------------
-----------
---------
Bank borrowing is secured against freehold property and book debts. Amounts due under finance leases and similar agreements are secured against the assets concerned. Also included in creditors is an amount of £1,385,598 (2022 - £1,771,164) due under debtor finance arrangements. This amount is secured against the trade debtors.
20. Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
564,066
424,657
Obligations under finance leases and hire purchase contracts
1,032,302
1,192,385
--------------
--------------
-----
-----
1,596,368
1,617,042
--------------
--------------
-----
-----
Bank borrowing is secured against freehold property. Amounts due under finance leases and similar agreements are secured against the assets concerned.
21. Finance Leases and Hire Purchase Contracts
The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Not later than 1 year
474,934
734,565
Later than 1 year and not later than 5 years
1,032,302
1,192,385
--------------
--------------
-----
-----
1,507,236
1,926,950
--------------
--------------
-----
-----
22. Provisions
Group
Deferred tax (note 23)
£
At 1 January 2023
784,471
Additions
33,204
-----------
At 31 December 2023
817,675
-----------
The company does not have any provisions.
23. Deferred Tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Included in provisions (note 22)
817,675
784,471
-----------
-----------
-----
-----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2023
2022
2023
2022
£
£
£
£
Accelerated capital allowances
89,600
72,200
Deferred tax - sale of foreign property
728,075
712,271
-----------
-----------
-----
-----
817,675
784,471
-----------
-----------
-----
-----
24. Employee Benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 136,895 (2022: £ 119,097 ).
25. Government Grants
The amounts recognised in the consolidated financial statements for government grants are as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Recognised in other operating income:
Government grants recognised directly in income
58,574
-----
---------
-----
-----
26. Called Up Share Capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
139
139
139
139
-----
-----
-----
-----
27. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares issued, less transaction costs. Other reserves - This reserve comprises a foreign currency reserve, recording movements arising as a result of exchange rate variations. Profit and loss account - This reserve records retained earnings and accumulated losses.
28. Analysis of Changes in Net Debt
At 1 Jan 2023
Cash flows
At 31 Dec 2023
£
£
£
Cash at bank and in hand
1,446,269
(585,233)
861,036
Bank overdrafts
(176,425)
(176,425)
Debt due within one year
(1,306,089)
105,135
(1,200,954)
Debt due after one year
(1,617,042)
20,674
(1,596,368)
--------------
-----------
--------------
( 1,476,862)
( 635,849)
( 2,112,711)
--------------
-----------
--------------
29. Operating Leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Not later than 1 year
660,580
601,436
Later than 1 year and not later than 5 years
8,542
176,156
-----------
-----------
-----
-----
669,122
777,592
-----------
-----------
-----
-----
30. Directors' Advances, Credits and Guarantees
During the year the directors entered into the following advances and credits with the company and its subsidiary undertakings:
2023
Balance brought forward
Advances/ (credits) to the directors
Amounts repaid
Balance outstanding
£
£
£
£
K Notman
3,087,237
693,693
( 1,295,323)
2,485,607
--------------
-----------
--------------
--------------
2022
Balance brought forward
Advances/ (credits) to the directors
Amounts repaid
Balance outstanding
£
£
£
£
K Notman
206,214
3,024,332
( 143,309)
3,087,237
-----------
--------------
-----------
--------------
The advances are subject to agreed repayment terms and are subject to varying rates of interest. An amount of £1,197,271 (2022 - £1,248,124) is due to be repaid after more than one year from the balance sheet date.
NOTMAN ENTERPRISE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEAR ENDED 31 DECEMBER 2023
31. Related Party Transactions
Group
Included in debtors are loans of £ 886,016 (2022 - £903,602) owed by companies controlled by the director K Notman . These are subject to fixed repayment terms and a market rate on interest.
Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the company. The total compensation paid to key management personnel for services provided to the group was £ 244,796 (2022: £ 217,412 ).
Company
The company and group are controlled by the director K Notman .