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Registered number: 03047290










CERTIKIN INTERNATIONAL LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



 
CERTIKIN INTERNATIONAL LTD
 

COMPANY INFORMATION


Directors
D M Rodriguez 
L A Chipper 
F C Ferrer 
N Stephenson 




Registered number
03047290



Registered office
Unit 4 Tungsten Park
Collets Way

Witney

Oxfordshire

OX29 0AX




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
CERTIKIN INTERNATIONAL LTD
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Directors' Responsibilities Statement
 
7
Independent Auditor's Report
 
8 - 10
Statement of Comprehensive Income
 
11
Statement of Financial Position
 
12 - 13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 40


 
CERTIKIN INTERNATIONAL LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
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.

Business review
 
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.    

Principal risks and uncertainties
 
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.

Financial key performance indicators
 
The Company’s main financial key performance indicator is sales performance (see sales commentary above).

Other key performance indicators
 
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).

Page 1

 
CERTIKIN INTERNATIONAL LTD
 

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

Directors' statement of compliance with duty to promote the success of the Company
 
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”
 
Page 2

 
CERTIKIN INTERNATIONAL LTD
 

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.



N Stephenson
Director

Date: 27 August 2024

Page 3

 
CERTIKIN INTERNATIONAL LTD
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors

The Directors who served during the year were:

D M Rodriguez 
L A Chipper 
F C Ferrer 
N Stephenson 

Results and dividends

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).

Directors' liabilities

The Company has granted an indemnity to one or more of its Directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors’ report.

Future developments

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.

Going concern

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.

Page 4

 
CERTIKIN INTERNATIONAL LTD
 

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

Greenhouse gas emissions, energy consumption and energy efficiency action

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.
 


Tonnes 2023
Tonnes 2022
Recycled materials
147
250
Non-recycled materials
137
124



ENERGY
KWh (tonnes of Co2) 2023
KWh (tonnes of Co2) 2022
Electricity
399,127 (82.65)
483,951 (92.5)
Gas
164,527 (30.4)
107,165 (21.6)



Intensity Ratio


KWh/£m Sales - electricity
9.6
10.8
KWh/£m Sales - gas
3.9
2.4



Water
1,169 cubic metres
330 cubic metres
Diesel vehicles - leased
2
7
Diesel vehicles - owned
13
12
Hybrid vehicles
1
2
Electric vehicles
9
1
Annual mileage
402,296km
378,302km
Vehicle fuel (diesel)
69,417 litres
66,773 litres

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.





Page 5

 
CERTIKIN INTERNATIONAL LTD
 

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

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, James Cowper Kreston Auditwill 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.
 






N Stephenson
Director

Date: 27 August 2024

Page 6

 
CERTIKIN INTERNATIONAL LTD
 

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 2006They 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.

Page 7

 
CERTIKIN INTERNATIONAL LTD
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CERTIKIN INTERNATIONAL LTD
 

Opinion


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 policiesThe 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).

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information


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

We have nothing to report in this regard.

Page 8

 
CERTIKIN INTERNATIONAL LTD
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CERTIKIN INTERNATIONAL LTD (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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

the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 7, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 9

 
CERTIKIN INTERNATIONAL LTD
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CERTIKIN INTERNATIONAL LTD (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.




James Pitt BA BFP FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG

28 August 2024
Page 10

 
CERTIKIN INTERNATIONAL LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4
41,681,607
44,851,837

Cost of sales
  
(29,689,321)
(30,659,647)

Gross profit
  
11,992,286
14,192,190

Distribution costs
  
(2,005,429)
(1,960,531)

Administrative expenses
  
(7,484,812)
(7,570,056)

Operating profit
  
2,502,045
4,661,603

Interest receivable and similar income
 9 
108,455
26,686

Interest payable and expenses
 10 
(282,202)
(297,757)

Profit before tax
  
2,328,298
4,390,532

Tax on profit
 11 
(957,110)
(833,878)

Profit for the financial year
  
1,371,188
3,556,654

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

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

The notes on pages 15 to 40 form part of these financial statements.

Page 11

 
CERTIKIN INTERNATIONAL LTD
REGISTERED NUMBER:03047290

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Intangible assets
 13 
10,529
3,878

Tangible assets
 14 
8,902,154
9,609,852

Investments
 15 
1,341
1,341

  
8,914,024
9,615,071

Current assets
  

Stocks
 16 
6,846,788
8,607,197

Debtors: amounts falling due within one year
 17 
9,289,214
12,297,114

Cash at bank and in hand
 18 
43,835
169,113

  
16,179,837
21,073,424

Creditors: amounts falling due within one year
 19 
(6,150,986)
(8,914,656)

Contract liabilities
  
(1,234,599)
(1,541,762)

Net current assets
  
 
 
8,794,252
 
 
10,617,006

Total assets less current liabilities
  
17,708,276
20,232,077

  

Creditors: amounts falling due after more than one year
  
(5,582,689)
(6,160,279)

Provisions for liabilities
  

Deferred taxation
  
(419,728)
(235,933)

Provisions for liabilities
 22 
(933,604)
(891,141)

  
(1,353,332)
(1,127,074)

  

Net assets
  
10,772,255
12,944,724


Capital and reserves
  

Called up share capital 
 25 
1,007,254
1,007,254

Profit and loss account
 24 
9,765,001
11,937,470

  
10,772,255
12,944,724


Page 12

 
CERTIKIN INTERNATIONAL LTD
REGISTERED NUMBER:03047290

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: 




N Stephenson
Director

Date: 27 August 2024

The notes on pages 15 to 40 form part of these financial statements.

Page 13

 
CERTIKIN INTERNATIONAL LTD
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
1,007,254
11,937,470
12,944,724



Profit for the year
-
1,371,188
1,371,188

Dividends: Equity capital
-
(3,556,654)
(3,556,654)

LTI charge
-
12,997
12,997


At 31 December 2023
1,007,254
9,765,001
10,772,255



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
1,007,254
11,223,334
12,230,588



Profit for the year
-
3,556,654
3,556,654

Dividends: Equity capital
-
(3,001,608)
(3,001,608)

LTI - transfer from creditors
-
159,090
159,090


At 31 December 2022
1,007,254
11,937,470
12,944,724


The notes on pages 15 to 40 form part of these financial statements.

Page 14

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

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

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

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:

 
2.2

Going concern

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.

Page 15

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)

 
2.3

Financial Reporting Standard 101 - reduced disclosure exemptions

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.

Page 16

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The Company recognises revenue when performance obligations have been satisfied and for the Company this is when the goods have transferred to the customer and the customer has control of these. The Company’s activities are described in detail below.
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.

Page 17

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)

 
2.5

Intangible assets

Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.
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.

 
2.6

Leases

The Company as a lessee

The Company leases property for the purposes of its operations. Lease terms contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.
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.
 
Page 18

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)


2.6
Leases (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.


 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Short-term leasehold property
-
Life of lease
Plant and machinery
-
10 – 25% per annum
Motor vehicles
-
20 – 33% per annum
Fixtures and fittings
-
10 – 33% per annum
Tooling
-
2.5 - 20% per annum



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.

Page 19

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows:
• 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.

At each year end date, stock is assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of Comprehensive Income.

 
2.10

Debtors

Trade debtors, which generally have 30-90 day terms, are recognised and carried at the lower of their original invoiced value and recoverable amount. Where the time value of money is material, receivables are carried at amortised cost. Provision for impairment is made through profit or loss when there is objective evidence that the Company will not be able to recover balances in full. Balances are written off when the probability or recovery is assessed as being remote.

 
2.11

Cash and cash equivalents

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

The Company participates in intercompany cash pooling transactions. The amount has been included within the group debtors amount in note 17 or the group creditors amount in note 19.

  
2.12

Financial instruments

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

 
CERTIKIN INTERNATIONAL LTD
 

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

 
CERTIKIN INTERNATIONAL LTD
 

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.

 
2.13

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.14

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Transactions in foreign currencies are initially recorded in the entity’s functional currency by applying an annual fixed rate provided by the Company's parent entity, with monthly profit and loss accounts and balance sheet results revalued using month end rates provided by group.

At each period end foreign currency monetary items (both monetary assets and liabilities) are translated using the closing rate provided by group. Non-monetary items measured at historical cost are translated using the exchange rate from group at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 
2.15

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meetings. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.  

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

Page 22

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)

 
2.17

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

The Company also contributes to some employees’ personal pension plans.

  
2.18

Interest income

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.

 
2.19

Interest income

Interest income is recognised in profit or loss using the effective interest method.

  
2.20

Provisions

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.

  
2.21

Current and deferred taxation

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

 
CERTIKIN INTERNATIONAL LTD
 

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.

 
2.22

Provisions for liabilities

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

 
2.23

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
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.

Page 24

 
CERTIKIN INTERNATIONAL LTD
 

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

2.Accounting policies (continued)

  
2.24

Impairment of fixed assets

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.

Page 25

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the Company financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
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.
 
Page 26

 
CERTIKIN INTERNATIONAL LTD
 
 
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.

Page 27

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.

Analysis of turnover

Analysis of turnover by country of destination:

2023
2022
        £
        £
United Kingdom

39,438,519

42,645,863
 
Middle and Far East

97,419

350,778
 
Other Exports

2,145,682

1,855,196
 

41,681,620

44,851,837
 

Analysis of turnover by category:

2023
2022
        £
        £
Sales of goods

40,860,841

44,116,398
 
Sales of services

820,779

735,439
 

41,681,620

44,851,837
 

The Company has recognised the following liabilities related to contracts with customers:

2023
2022
        £
        £
Contract liabilities - up-front payments

459,718

579,822
 
Contract liabilities - rebate discounts

774,881

961,940
 

(i) Significant changes in contract assets and liabilities
The Company does not have any contract assets.

(ii) Revenue recognised in relation to contract liabilities
   
The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract liabilities.

2023
2022
        £
        £
Revenue recognised that was included in the contract liability balance at the beginning of the period.

1,541,762

1,932,882
 

Page 28

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Operating profit

2023
2022
£
£



Depreciation of tangible fixed assets
1,471,777
1,314,033

Amortisation of intangible fixed assets
3,149
3,288

Exchange rate differences
45,102
(440,253)

Defined contribution and other pension cost
323,222
341,476

Operating lease payments - minimum lease payments
237,824
195,103


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Company's auditor
34,000
28,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees




Staff costs, including Director’s remuneration, were as follows:

2023
2022
        £
        £
Wages and salaries

4,510,244

4,571,412
 
LTI charge

12,997

159,090
 
Social security costs

561,760

527,287
 
Cost of defined contribution scheme

323,222

341,476
 

5,408,223

5,599,265
 

Page 29

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.

Employees (continued)

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

2023
2022
       No.
       No.
Warehouse and Production

65

58
 
Administration

33

33
 
Sales

38

38
 

136

129
 


8.

Directors' remuneration

2023
2022
        £
        £
Directors’ emoluments

257,323

344,836
 
LTI charge

12,997

159,090
 
Company contributions to defined contribution pension schemes

46,256

29,083
 

316,576

533,009
 

During the year, retirement benefits were accruing to 2 Directors (2022 - 2) in respect of defined contribution pension schemes.
The highest paid Director received remuneration of £150,225 (2022 - £308,805). This included payment of a long term incentive scheme.
The value of the Company’s contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £16,781 (2022 - £nil).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
108,455
26,686


10.


Interest payable and similar expenses

2023
2022
£
£


Bank and other interest payable
-
1,869

IFRS 16 lease interest
282,202
295,888

282,202
297,757

Page 30

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
584,480
1,005,134

Adjustments in respect of previous periods
187,509
67,845


771,989
1,072,979


Total current tax
771,989
1,072,979

Deferred tax


Origination and reversal of timing differences
185,121
(194,004)

Adjustments in respect of previous periods
-
(45,097)

Total deferred tax
185,121
(239,101)


Taxation on profit on ordinary activities
957,110
833,878

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
2,328,298
4,390,532


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
547,150
834,201

Effects of:


Expenses not deductible for tax purposes
12,450
33,226

Capital allowances for year in excess of depreciation
(2,208)
(13,503)

Adjustments to tax charge in respect of previous periods
187,509
22,748

Movement in deferred tax not recognised
212,990
-

Changes in tax rates
(1,727)
(47,750)

Other differences leading to an increase (decrease) in taxation
946
4,956

Total tax charge for the year
957,110
833,878

Page 31

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Dividends

2023
2022
£
£


Dividends paid
3,556,654
3,001,608

On 4 December 2023, the Directors declared and paid a dividend per share of £3.53


13.


Intangible assets




Patent and trademarks
Development expenditure
Total

£
£
£



Cost


At 1 January 2023
67,313
193,694
261,007


Additions - external
9,800
-
9,800



At 31 December 2023

77,113
193,694
270,807



Amortisation


At 1 January 2023
65,470
191,659
257,129


Charge for the year on owned assets
1,368
1,781
3,149



At 31 December 2023

66,838
193,440
260,278



Net book value



At 31 December 2023
10,275
254
10,529



At 31 December 2022
1,843
2,035
3,878




Page 32

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets





Improvements to short-term leasehold property
Right of use assets - property
Plant and machinery
Motor vehicles

£
£
£
£



Cost


At 1 January 2023
2,469,975
7,965,598
2,592,474
613,548


Additions
24,928
212,005
198,874
263,436


Disposals
-
-
-
(205,656)



At 31 December 2023

2,494,903
8,177,603
2,791,348
671,328



Depreciation


At 1 January 2023
529,230
1,462,065
2,093,348
406,844


Charge for the year on owned assets
225,371
-
138,890
15,485


Charge for the year on right-of-use assets
-
878,874
-
93,925


Disposals
-
-
-
(205,656)


Other movement
-
(29,220)
-
-



At 31 December 2023

754,601
2,311,719
2,232,238
310,598



Net book value



At 31 December 2023
1,740,302
5,865,884
559,110
360,730



At 31 December 2022
1,940,745
6,503,533
499,126
206,704
Page 33

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           14.Tangible fixed assets (continued)


Fixtures, fittings and office equipment
Total

£
£



Cost


At 1 January 2023
1,187,857
14,829,452


Additions
35,616
734,859


Disposals
(445)
(206,101)



At 31 December 2023

1,223,028
15,358,210



Depreciation


At 1 January 2023
728,113
5,219,600


Charge for the year on owned assets
105,118
484,864


Charge for the year on right-of-use assets
14,114
986,913


Disposals
(445)
(206,101)


Other movement
-
(29,220)



At 31 December 2023

846,900
6,456,056



Net book value



At 31 December 2023
376,128
8,902,154



At 31 December 2022
459,744
9,609,852

Page 34

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           14.Tangible fixed assets (continued)



The net book value of owned and leased assets included as "Tangible fixed assets" in the Statement of Financial Position is as follows:

2023
2022
£
£


Tangible fixed assets owned
2,713,960
2,866,739

Right-of-use tangible fixed assets
6,188,194
6,743,113

8,902,154
9,609,852

Information about right-of-use assets is summarised below:

Net book value

2023
2022
£
£

Property
5,865,886
6,547,066

Motor vehicles
316,345
175,163

Office and computer equipment
6,771
20,885

6,188,194
6,743,113

Depreciation charge for the year ended

2023
2022
£
£

Property
878,874
817,363

The depreciation charge for motor vehicles and office equipment leased assets under IFRS 16 is not material to the financial statements.


Amounts recognised in profit and loss in respect of right-of-use assets

2023
2022
£
£

Interest expense
282,202
295,888

The total cash outflow on leases during the year ended 31 December 2023 is £1,151,989 (2022: £1,000,812).

Page 35

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments





Investments in group companies

£



Cost


At 1 January 2023
1,341



At 31 December 2023
1,341




This represents an initial 5% ordinary shareholding in Certikin Swimming Pool Products India Private Limited, a swimming pool equipment distributor in India.



16.


Stocks

2023
2022
£
£

Finished goods and goods for resale
7,793,107
9,147,934

Provision for obsolete stock
(946,319)
(540,737)

6,846,788
8,607,197


Raw materials, consumables and changes in finished goods and work in progress recognised as cost of sales in the year amounted to £23,484,392 (2022: £27,565,292). 



17.


Debtors



2023
2022
£
£

Due within one year

Trade debtors
6,344,863
7,227,950

Amounts owed by group undertakings
2,116,330
4,140,061

Other debtors
217,232
393,719

Prepayments and accrued income
610,789
535,384

9,289,214
12,297,114


Page 36

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.Debtors (continued)

The amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand.
Amounts owed by group undertakings includes cash pooling of £1,597,602 (2022: £4,022,733).
Trade debtors are stated after provisions for impairment of £351,065 (2022: £150,096).


18.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
43,835
169,113



19.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
3,112,434
4,598,617

Amounts owed to group undertakings
830,346
1,571,102

Corporation tax
222,408
509,181

Other taxation and social security
445,980
445,095

IFRS 16 lease liability
948,688
796,252

Other creditors
75,239
192,733

Accruals and deferred income
515,891
801,676

6,150,986
8,914,656


Secured loans
Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
Amounts owed to group undertakings includes cash pooling of £297,159 (2022: £1,345,265).


20.


Creditors: Amounts falling due after more than one year

2023
2022
£
£



IFRS 16 lease liability
5,582,689
6,160,279

Page 37

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.

Leases

Company as a lessee

The Company leases its principal place of business. The periodic rent is fixed over the lease term. The Company also leases motor vehicles and computer equipment.

Lease liabilities are due as follows:

2023
2022
£
£

IFRS 16 lease liability within one year
948,688
796,252

IFRS 16 lease liability due 1-2 years
1,692,372
868,165

IFRS 16 lease liability due 2-5 years
2,796,656
3,318,203

IFRS 16 lease liability due greater than 5 years
1,093,661
1,973,911

6,531,377
6,956,531


22.


Provisions




Credit note
Warranty
Dilapidations
Total

£
£
£
£





At 1 January 2023
85,367
100,774
705,000
891,141


Charged to profit or loss
-
105,402
-
105,402


Charged to other comprehensive income
123,202
-
-
123,202


Utilised in year
(85,367)
(100,774)
-
(186,141)



At 31 December 2023
123,202
105,402
705,000
933,604

Credit note provision
The credit note provision reflects the best estimate of future credit notes to be issued on sales. These are expected to be utilised within 12 months of the year-end.
Warranty provision
The warranty provision reflects the best estimate of future claims under product warranties which are usually given for two years from the date of the sale. The warranty costs are expected to be utilised by 31 December 2024.
Dilapidation provision
The dilapidation provision represents management's best estimate in relation to anticipated costs of restoration for the Witney site. 
These costs have been calculated by an independent property specialist and management's best estimate of the anticipated costs.
This provision is expected to be utilised in more than 12 months from the period end date, being on termination of the lease.

Page 38

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Deferred taxation




2023
2022


£

£






At beginning of year
(235,933)
(422,536)


Charged to profit or loss
(183,795)
186,603



At end of year
(419,728)
(235,933)

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(420,036)
(238,106)

Short term timing differences
308
2,173

(419,728)
(235,933)


24.


Reserves

Profit and loss account

The Statement of Comprehensive Income includes all current and prior period profits and losses including the cumulative charge in respect of the Fluidra Group's long-term incentive scheme for performance share units (see note 27).


25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,007,254 (2022 - 1,007,254) Ordinary shares of £1 each
1,007,254
1,007,254

Ordinary shares entitle the holder to voting and distribution rights.



26.


Pension commitments

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.

Page 39

 
CERTIKIN INTERNATIONAL LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Share-based payments

In April 2022, the shareholders of Fluidra, S.A. approved a new long-term variable remuneration plan for the executive team of the consolidated group. This plan included the delivery of Fluidra, S.A. shares.
The plan granted a certain number of performance share units (PSUs) which will be settled in Fluidra S.A. shares once a certain period of time has elapsed. 
The plan was implemented through the granting of 4,555 performance share units (PSUs) which will be settled in in Fluidra, S.A.'s shares once a certain period of time has elapsed. Under the terms of the plan, the number of PSUs exercisable may be greater than those granted dependent on the over-achievement of the vesting criteria.
20% of these PSUs may be directly converted into shares once certain length-of-service requirements are met. The remaining 80% may be converted subject to the following financial objectives: 35% are subject to the evolution of the return of Fluidra shares, 10% are subject to Fluidra achievement of a certain S&P rating in respect of Environment, Social and Governance policies, and 35% to the evolution of the EBITDA of Fluidra.
The 2022-2024 plan entails the concession of a certain number of point of sales units which will be taken as a reference to determine the final number of shares to be delivered to the beneficiaries after a certain period of time, provided that certain strategic objectives are met.
During the year ended 31 December 2023, a charge of £12,997 was recognised in respect of these PSUs.
The PSUs were valued using a binomial model. The inputs applied by the Company in the binomial model on the date of grant were as follows:
Share price - €14.15 (converted to GBP at rate of exchange ruling at date of grant)
Expected life - 2 years
Projection Period - 1 year
Risk free rate - 3.00% - 3.25%
Volatility - 31.30% - 31.5%
Correlation - nil
Dividend yield - €0.60 to €0.70 per share (converted to GBP at rate of exchange ruling at date of grant)
At 31 December 2023, none of the PSUs were exercisable in shares in Fluidra S.A.
During the year ended 31 December 2022, a charge of £159,090 was recognised in respect of other historically granted PSU. The conditions of these other historical PSUs were vested at 31 December 2022.


28.


Controlling party

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 Fluidra S.A. incorporated in Spain. The smallest group in which they consolidated is that headed by Fluidra Commercial S.L. incorporated in Spain. The consolidated accounts of these are available to the public and may be obtained from the Av. Alcalde Barnils, 69, Sant Cugat Del Valles, Barcelona , 08174.

Page 40