Registered number: 12070063
AG Holdco Limited
Director's report and financial statements
For the year ended 26 December 2023
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AG Holdco Limited
Company Information
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PricewaterhouseCoopers CI LLP
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Chartered Accountants & Statutory Auditor
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168 Shoreditch High Street
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AG Holdco Limited
Contents
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Independent auditor's report to the members of AG Holdco Limited
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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AG Holdco Limited
Director's report
For the year ended 26 December 2023
The director presents his report and the financial statements for the year ended 26 December 2023 for AG Holdco Limited ("the Company").
Director's responsibilities statement
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The director is responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS 102"). In accordance with Statutory Instrument 2013 No. 1970 Section 414B of the Companies Act 2006, the director has taken the exemption from preparing a Strategic Report. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards, comprising FRS 102 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Going Concern
After reviewing the forecasts and projections of the Company, the Director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The ultimate controlling party intends to provide sufficient funding to the Company to cover its liabilities in the short term and therefore the Company continues to adopt the going concern basis in preparing its financial statements
Results and dividends
The profit for the year, after taxation, amounted to €1,309,871 (2022 - €7,527,684).
The dividends declared in the year amounted to €NIL (2022: €58,747,972).
AG Holdco Limited is a private company limited by shares, incorporated and domiciled in England and Wales. The address of its registered office is 17 Connaught Place, London, W2 2ES. The principal activity of the Company is that of a holding company.
The director who served during the year, and up to the date of the signature of the financial statements, was:
Page 1
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AG Holdco Limited
Director's report (continued)
For the year ended 26 December 2023
Disclosure of information to auditors
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The director at the time when this Director's report is approved confirms that:
∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙he 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.
The auditors, PricewaterhouseCoopers CI LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006 and are willing to continue in office.
This report was approved by the board on 12 September 2024 and signed on its behalf.
Page 2
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AG Holdco Limited
Independent auditors' report to the members of AG Holdco Limited
Report on the audit of the financial statements
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Opinion
In our opinion, AG Holdco Limited’s financial statements:
∙give a true and fair view of the state of the company’s affairs as at 26 December 2023 and of its profit and cash flows for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Director's Report and Financial Statements (the “Annual Report”), which comprise: the balance sheet as at 26 December 2023; the statement of comprehensive income, statement of changes in equity and the statement of cash flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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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.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Reporting on other information
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The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent
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AG Holdco Limited
Independent auditors' report to the members of AG Holdco Limited (continued)
material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Director's Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Director's Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Director's Report for the year ended 26 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Director's report.
Responsibilities for the financial statements and the audit
Responsibilities of the director for the financial statements
As explained more fully in the Director's responsibilities statement within the Director's report, the director is responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The director is also responsible for such internal control as they 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
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 an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries and the potential for management bias in accounting estimates and key judgements impacting the financial statements, specifically the valuation of investments held at fair value. Audit procedures performed by the engagement team included:
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AG Holdco Limited
Independent auditors' report to the members of AG Holdco Limited (continued)
∙Enquiry of management as to any actual or suspected instances of fraud or non-compliance with laws and regulations;
∙Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙Evaluation of the reasonableness of key judgements and assumptions applied by management in determining the fair value of the investments;
∙Identifying and testing journals entries with a particular focus on year end adjustments.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Companies Act 2006 exception reporting
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Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙we have not obtained all the information and explanations we require for our audit; or
∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
∙certain disclosures of director’s remuneration specified by law are not made; or
∙the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
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AG Holdco Limited
Independent auditors' report to the members of AG Holdco Limited (continued)
Entitlement to exemptions
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Under the Companies Act 2006 we are required to report to you if, in our opinion, the director was not entitled to: prepare financial statements in accordance with the small companies regime; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.
Elisha Backhouse (Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers CI LLP
Chartered Accountants and Statutory Auditors
Guernsey
12 September 2024
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AG Holdco Limited
Statement of comprehensive income
For the year ended 26 December 2023
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Year ended 26 December 2023
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Year ended 26 December 2022
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Realised gain on disposal of investments
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Movement in unrealised (losses)/gains on investments
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Profit for the financial year
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Total comprehensive income for the year
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The notes on pages 11 to 18 form part of these financial statements.
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Page 7
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AG Holdco Limited
Registered number: 12070063
Balance sheet
As at 26 December 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 September 2024.
The notes on pages 11 to 18 form part of these financial statements.
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AG Holdco Limited
Statement of changes in equity
For the year ended 26 December 2023
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Capital redemption reserve
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Total comprehensive income for the year
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Dividends: Equity capital
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Total comprehensive income for the year
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The notes on pages 11 to 18 form part of these financial statements.
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Page 9
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AG Holdco Limited
Statement of cash flows
For the year ended 26 December 2023
Cash flows from operating activities
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Total comprehensive income for the Year
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Realised gain on disposal of investments
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Decrease/(increase) in debtors
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Movement in unrealised (losses)/gains on investments
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Corporation tax (paid)/received
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Net cash (used for)/ generated from operating activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net decrease in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 11 to 18 form part of these financial statements.
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Page 10
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
AG Holdco Limited is a private company limited by shares, incorporated and domiciled in England and Wales. The address of its registered office is 17 Connaught Place, London, W2 2ES. The principal activity of the Company is that of a holding company.
The results in the financial statements are rounded to the nearest whole Euro as this is the functional currency of the company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS 102").
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
In accordance with Statutory Instrument 2013 No. 1970 Section 414B of the Companies Act 2006, the Company has taken the exemption from preparing a Strategic Report.
As the Company is not deemed to be a financial institution as defined within FRS 102, the additional disclosures required under Section 34 for financial institutions have been excluded.
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Exemption from preparing consolidated financial statements
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The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.
After reviewing the forecasts and projections of the Company, the Director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The ultimate controlling party intends to provide sufficient funding to the Company to cover its liabilities in the short term and therefore the Company continues to adopt the going concern basis in preparing its financial statements
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is Euros. The reason for this is that the Company's investment is denominated in Euros, in addition to a large proportion of the Company's cash. Also, the company's shares are denominated in Euros.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the average exchange rate for the year.
At each year-end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate 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 year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to cash and cash equivalents are presented in the Statement of comprehensive income within 'Other finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Even though there is an operating profit figure, the tax charge for the year is Nil due to the profit figure consisting of unrealised gains.
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
2.Accounting policies (continued)
Investments in subsidiaries have not been consolidated in the financial statements under FRS 102 section 9.9(b). Subsidiary companies are held exclusively with a view to subsequent resale. Under section 9.9C subsidiary companies excluded from consolidation under this basis must be measured at fair value through profit or loss when held as part of an investment portfolio.
For unquoted investments, the fair value is determined by the Director using appropriate valuation techniques. Such techniques may include using earnings multiples of comparable listed companies, discounted cash flows and appropriate multiples from comparable transactions. In determining fair value, the Director may rely on the financial data of investee portfolio companies and on estimates by the management of the investee portfolio companies as to the effect of future developments. Although the Director uses their best judgement there are inherent limitations in any estimation techniques. Whilst the fair value estimates presented herein attempt to present the amount the Company could realise, the final realisation may be different as future events will also affect the current estimates of fair value. The effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the financial statements.
Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the year.
Debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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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.
In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
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Allocation of gains and losses
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Realised gains and losses arising on the disposal of investments are calculated by reference to the proceeds received on disposal and the carrying value attributable to those investments, and are recognised in the Statement of comprehensive income. Unrealised gains and losses on investments held at fair value through profit or loss are recognised in the Statement of comprehensive Income.
Short-term creditors are measured at the transaction price.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Investments are measured at fair value with changes recognised in the Statement of Comprehensive Income.
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when the contractual right to future cash flows expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from other third parties, loans to related parties and investments in preference shares.
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 shareholder at an annual general meeting.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances.
Fair value of investments not quoted in an active market
Unquoted investments are valued based on valuation models that rely on significant unobservable inputs. The estimation of the fair values requires the combination of assumptions including revenue growth, sales mix, costs and estimates of interest and commodity price forward rates. In addition, the use of discount rates requires judgment. Changes in the input variables may lead to an increase or decrease in the estimated value of these investments. Models are calibrated by back-testing to actual results to ensure that outputs are reliable.
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
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The average monthly number of employees, including the director, during the year was as follows:
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The director received remuneration of €NIL (2022 - €NIL).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the director amounted to €NIL (2022 - €NIL).
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Current tax on profit for the year
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - the same as) the standard rate of corporation tax in the UK of 25% (2022 -19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% since 1st April 2023 (2022 - 19%)
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Other differences leading to a decrease in the tax charge
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Total tax charge for the year
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Page 15
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
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Movement in unrealised (losses)/gains on investments
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Movement in unrealised (losses)/gains on investments
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The following are subsidary undertakings of the company:
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2023: APFI Jernbro Holdings AB
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Mölndalsv. 42
SE-412 63 Göteborg
Sweden
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A, B and Preference Shares
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2022: APFI Jernbro Holdings AB
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Mölndalsv. 42
SE-412 63 Göteborg
Sweden
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A, B and Preference Shares
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Investments in subsidiaries are held exclusively with a view to subsequent resale, measured at fair value through profit or loss when held as part of an investment portfolio.
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Amounts falling due after more than one year
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Funds in Escrow from disposal of investments
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Page 16
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
8.Debtors (continued)
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Amounts falling due within one year
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Amounts owed by related parties
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Funds in Escrow from disposal of investments
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Amounts owed by related parties are interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to related parties
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Accruals and deferred income
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Allotted, called up and fully paid
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15,039,605 (2022 - 15,039,605) A Ordinary shares of €1.00 each
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12,500 (2022 - 12,500) B ordinary shares of €0.01 each
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Share capital represents the nominal value of shares that have been issued by the Company.
The A Ordinary shares have voting rights and are entitled to appoint and remove directors. The B Ordinary shares have no voting rights, nor any entitlement to appoint and remove directors. The dividend rights of the share classes vary between A and B classes, and are described in detail in the Articles of Association.
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Page 17
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AG Holdco Limited
Notes to the financial statements
For the year ended 26 December 2023
Capital redemption reserve
The capital redemption reserve was created on the reduction of the Company's share capital.
Retained Earnings
This reserve comprises all current and prior year retained profits and losses after deducting any dividends made to the Company's shareholder.
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Related party transactions
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During the year the Company was repaid €Nil (2022: €9,636) from Axess Networks Solutions, a subsidiary company previously held. At the year end, the balance due from Axess Network Solutions was €Nil (2022: €Nil).
During the year, the Company received €Nil (2022: €Nil) from AK Guernsey Co. Limited, the immediate parent company (which owns 100% of the share capital of the Company), and paid them €944,894 as an interest free loan (2022: €2,480,773). At the year end, the intercompany balance due from AK Guernsey Co. Limited was €819,235 (2022: Owed €125,659) and is included in 'Amounts owed by related parties' in Note 8 to these financial statements.
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AG Holdco Limited is under the control of the ultimate controlling party Blue Water Energy Fund II L.P with the address PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP.
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