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REGISTERED NUMBER: 03310229 (England and Wales)
















STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

VANDERSANDEN UK LIMITED

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Profit and Loss Account 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


VANDERSANDEN UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: D White
Vandersanden Group NV



REGISTERED OFFICE: 16 Stocks Bridge Way
Compass Point Business Park
ST IVES
Cambridgeshire
PE27 5JL



REGISTERED NUMBER: 03310229 (England and Wales)



SENIOR STATUTORY AUDITOR: Ian Shipley FCCA



AUDITORS: Prentis & Co LLP
Chartered Accountants and Statutory Auditors
115c Milton Road
CAMBRIDGE
Cambridgeshire
CB4 1XE

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


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

REVIEW OF BUSINESS
As an importer from the Euro zone, generating all of its revenue in Sterling, 2023 remained a challenging year due to continuing uncertainties over the long term impact of Brexit and the current impact of the war in Ukraine on the UK and global economy.

Several interest rate rises alongside the effects of a cost-of-living crisis have taken their toll both on consumer confidence and the new house building market for well over a year, we have seen volume fall during 2023.

There was a decrease in the number of bricks sold. This was partly counteracted by an increase in the average sales price. However, the increased average sales price was the effect of the rising purchase price of the European bricks. Due to the war in Ukraine, gas prices and raw material costs, among other things, have risen sharply.

All in all, the profit margin in 2023 has been stable towards the previous year.

PRINCIPAL RISKS AND UNCERTAINTIES
As alluded to in the Review of the Business, the company's principal risks are materials costs which have risen since the CoViD-19 pandemic and the foreign exchange risks from having to source all of its raw materials in Euro.

This is mitigated to some extent by working to fixed pricing lists in Euro which are set at the beginning of each calendar year and so it is possible to accurately predict its margins in its internal accounting rather than being at risk of large currency movements affecting its costs when it is also working to fixed price lists supplied to its UK customer base in the local currency.

This fixing of the price lists has the benefit to the company as both is foreign exchange risk and raw materials exposure is all driven by purchasing the goods from other entities in the Vandersanden group.

FUTURE PLANS
The company is expecting a status quo for 2024. As net inflation of building materials settles faster than the macroeconomic picture, this may allow for a faster recovery once consumption starts to pick up again as pressures on household disposable income start to alleviate.

ON BEHALF OF THE BOARD:





D White - Director


24 April 2024

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of wholesale selling and distribution of bricks and slips in the United Kingdom.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

D White
Vandersanden Group NV

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements, and;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume 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 financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





D White - Director


24 April 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VANDERSANDEN UK LIMITED


Opinion
We have audited the financial statements of Vandersanden UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VANDERSANDEN UK LIMITED


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VANDERSANDEN UK LIMITED


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

The extent to which our procedures are capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The primary responsibility for the prevention and detection of irregularities including fraud rests with both the management and those charged with governance of the company. We designed 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:

- We have considered the nature of the industry and sector, control environment, laws and regulations and business performance, of the company, including company remuneration policies. Laws and regulations considered included, but were not limited to, the Companies Act 2006, FRS102 and UK taxation legislation.

- We have enquired with management in regards to their own assessment of the risks of irregularities, including fraud. We also enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- We have obtained relevant documentation and representations in order to form an opinion on potential irregularities, including fraud.

- We considered the opportunities and incentives that may exist within the organisation for fraud.

Based on this understanding, we designed specific audit procedures to identify instances of non-compliance with laws and regulations, including obtaining additional corroborative evidence as required. Examples of procedures included reviewing large and unusual transactions, reviewing large and unexpected variances, reviewing journal entries and reviewing legal correspondence.

There are inherent limitations in the audit procedures described above, not least as sampling is used under International Auditing Standards, therefore not all transactions are reviewed. This means there is a risk we will not detect all irregularities including those leading to a material misstatement in the financial statements or non-compliance with regulations. The risk of not detecting a material misstatement due to fraud is also higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, collusion, omission or intentional misrepresentation.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VANDERSANDEN UK LIMITED


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




Ian Shipley FCCA (Senior Statutory Auditor)
for and on behalf of Prentis & Co LLP
Chartered Accountants and Statutory Auditors
115c Milton Road
CAMBRIDGE
Cambridgeshire
CB4 1XE

22 May 2024

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   

TURNOVER 23,779,760 25,456,149

Cost of sales (21,360,792 ) (22,891,517 )
GROSS PROFIT 2,418,968 2,564,632

Administrative expenses (2,058,752 ) (1,934,958 )
OPERATING PROFIT 4 360,216 629,674

Interest receivable and similar income 127,555 -
487,771 629,674

Interest payable and similar expenses 5 - (10,517 )
PROFIT BEFORE TAXATION 487,771 619,157

Tax on profit 6 (34,225 ) (241,811 )
PROFIT FOR THE FINANCIAL YEAR 453,546 377,346

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

453,546

377,346

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 7 1,208,950 1,176,992

CURRENT ASSETS
Stocks 8 3,063,470 4,758,900
Debtors 9 7,111,350 7,403,601
Cash at bank 13,615 1,335
10,188,435 12,163,836
CREDITORS
Amounts falling due within one year 10 3,614,435 6,074,173
NET CURRENT ASSETS 6,574,000 6,089,663
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,782,950

7,266,655

PROVISIONS FOR LIABILITIES 11 62,749 -
NET ASSETS 7,720,201 7,266,655

CAPITAL AND RESERVES
Called up share capital 12 2,500 2,500
Retained earnings 13 7,717,701 7,264,155
SHAREHOLDERS' FUNDS 7,720,201 7,266,655

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2024 and were signed on its behalf by:





D White - Director


VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 2,500 6,886,809 6,889,309

Changes in equity
Total comprehensive income - 377,346 377,346
Balance at 31 December 2022 2,500 7,264,155 7,266,655

Changes in equity
Total comprehensive income - 453,546 453,546
Balance at 31 December 2023 2,500 7,717,701 7,720,201

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

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


1. STATUTORY INFORMATION

Vandersanden UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows;
- the requirement of paragraph 3.17(d);
- the requirement of paragraph 33.7;
- disclosures in respect of financial instruments have not been presented

-
no related party disclosures relating to transactions with other wholly owned subsidiary undertakings of
Vandersanden Group NV

The company's financial statements are consolidated into the financial statements of its ultimate parent Vandersanden Group NV, which can be obtained from the parent company's address; Riemsterweg 300, Bilzen, Belgium, 3740.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 5% on cost
Short leasehold - 10% on cost
Plant and machinery - 20% on cost
Fixtures and fittings - 33% on cost
Motor vehicles - 20% on cost
Computer equipment - 33% on cost

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

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


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 882,000 793,694
Social security costs 92,481 91,087
Other pension costs 47,251 29,227
1,021,732 914,008

The average number of employees during the year was as follows:
2023 2022

Customer Service 5 5
Sales 15 19
20 24

2023 2022
£    £   
Directors' remuneration 108,403 104,567
Directors' pension contributions to money purchase schemes 5,801 4,183

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2023 2022
£    £   
Depreciation - owned assets 152,477 124,631
Profit on disposal of fixed assets (4,900 ) -
Auditors' remuneration 9,500 9,200
Foreign exchange differences (177 ) (284 )

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

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


5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank loan interest - 10,517

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax (28,524 ) 241,811

Deferred tax 62,749 -
Tax on profit 34,225 241,811

7. TANGIBLE FIXED ASSETS
Freehold Short Plant and
property leasehold machinery
£    £    £   
COST
At 1 January 2023 1,135,641 55,460 10,844
Additions - 3,600 39,500
Disposals (6,500 ) - -
At 31 December 2023 1,129,141 59,060 50,344
DEPRECIATION
At 1 January 2023 250,911 29,809 4,031
Charge for year 56,458 5,726 5,522
Eliminated on disposal (41 ) - -
At 31 December 2023 307,328 35,535 9,553
NET BOOK VALUE
At 31 December 2023 821,813 23,525 40,791
At 31 December 2022 884,730 25,651 6,813

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

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


7. TANGIBLE FIXED ASSETS - continued

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 January 2023 6,900 384,814 65,090 1,658,749
Additions - 175,719 675 219,494
Disposals - (68,639 ) - (75,139 )
At 31 December 2023 6,900 491,894 65,765 1,803,104
DEPRECIATION
At 1 January 2023 6,900 131,367 58,739 481,757
Charge for year - 81,014 3,757 152,477
Eliminated on disposal - (40,039 ) - (40,080 )
At 31 December 2023 6,900 172,342 62,496 594,154
NET BOOK VALUE
At 31 December 2023 - 319,552 3,269 1,208,950
At 31 December 2022 - 253,447 6,351 1,176,992

8. STOCKS
2023 2022
£    £   
Finished goods 3,063,470 4,758,900

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 3,475,054 7,008,265
Amounts owed by group undertakings 3,198,844 -
Other debtors 1,500 1,500
Tax 65,963 -
Prepayments 369,989 393,836
7,111,350 7,403,601

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 1,779,614 2,207,168
Amounts owed to group undertakings 739,486 1,588,175
Tax - 168,416
Social security and other taxes 23,196 22,885
VAT 512,593 1,325,858
Other creditors 52,512 5,504
Accrued expenses 507,034 756,167
3,614,435 6,074,173

VANDERSANDEN UK LIMITED (REGISTERED NUMBER: 03310229)

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


11. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 62,749 -

Deferred
tax
£   
Provided during year 62,749
Balance at 31 December 2023 62,749

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
750 A Ordinary £1 750 750
1,375 B Ordinary £1 1,375 1,375
375 C Ordinary £1 375 375
2,500 2,500

13. RESERVES
Retained
earnings
£   

At 1 January 2023 7,264,155
Profit for the year 453,546
At 31 December 2023 7,717,701

14. ULTIMATE CONTROLLING PARTY

The controlling party is Vandersanden Group NV.

The ultimate controlling party is not known.