Registration number:
Harrison Commons Holdings Limited
for the Year Ended 30 December 2022
Harrison Commons Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Director's Report |
|
Statement of Director's Responsibilities |
|
Parent Company Independent Auditor's Report |
|
Group Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Harrison Commons Holdings Limited
Company Information
Director |
Mr M I Harrison |
Company secretary |
Broughton Secretaries Limited |
Registered office |
|
Auditors |
|
Harrison Commons Holdings Limited
Strategic Report for the Year Ended 30 December 2022
The director presents his strategic report for the year ended 30 December 2022.
The principal activities of The Group are the production of and sale of manufactured plastic capping and bottling solutions, for a variety of markets.
Fair review of the business
For the year ended 30 December 2022, the company has made a profit after interest and taxation of £8,332,606 (2021 - £5,663,717) the revenue for the year ended 30 December 2022 was £38,086,672 (2021 - £28,186,115).
Harrison Commons Holdings Limited remains committed to maximising the Group’s profitability. During the 12 month period under review The Group recorded an increase of £9,900,557 in turnover when compared to the 12 months ended 30 December 2021. During the period ended 30 December 2021 the company acquired 3 trading entities in South America, which accounted for £29,829,804 of the increased turnover in the period ended 30 December 2022.
As a key performance Indicator of the business, EBITDA for the year, being total operating profit before depreciation, has increased by 60.9%, £1,420,914 for the 12 month period ended 31 December 2022, as a like for like comparison, to £2,332,618 in the current period. This increase is related, largely to the acquisition mentioned above which accounts for £2,202,401.
No interim dividend has been declared (2021: £0).
The future prospects of the business of the South American entities are believed to be good, however in early 2024, Oxford Packaging Services Limited in the United Kingdom has been forced into administration due to a variety of issues outside their control.
Principal risks and uncertainties
Harrison Commons Holdings Limited operates in an extremely competitive market, with much larger global competitors. The Group manages this risk by providing a very reliable, often superior product, that is regularly selected as the secondary supplier by it’s customers. They also specialse in providing smaller B brands with a more complete and personalised service than its major competitors can provide.
Approved and authorised by the
......................................... |
Harrison Commons Holdings Limited
Director's Report for the Year Ended 30 December 2022
The director presents his report and the for the year ended 30 December 2022.
Director of the group
The director who held office during the year was as follows:
Financial instruments
Objectives and policies
The group is exposed to price risk, credit risk, liquidity and cashflow risk. Appropriate policies have been developed and implemented to identify, evaluate and manage key risks and the directors review risk management strategies regularly.
Price risk, credit risk, liquidity risk and cash flow risk
Price risk - the group is exposed to price risk as a result of its operations. However, sales prices are constantly reviewed and agreed by management to ensure sales prices reflect any fluctuating prices within the market place.
Credit risk - The group's credit risk is primarily attributable to its trade debtors. Credit risk is managed by requesting deposits upon booking for larger contracts and monitoring receipts against payment terms.
Liquidity and cash flow risk - The group monitors cash flow as part of its normal activities. The directors consider cash flow projections on a monthly basis and ensure that facilities are available to be drawn on as necessary.
Important non adjusting events after the financial period
After the balance sheet date, on the 4 March 2024 Oxford Packaging Solutions Limited, a subsidiary of Harrison Commons Holdings Limited, entered into a Company Voluntary Arrangement and filed for insolvency.
On 13 September 2023 Alusud Peru S.A, a subsidiary of Harrison Commons Holdings Limited, was sold.
Disclosure of information to the auditor
The director has taken 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 auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.
Approved by the
......................................... |
Harrison Commons Holdings Limited
Statement of Director's Responsibilities
The director acknowledges his responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:
• |
select suitable accounting policies and 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; and |
• |
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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Opinion
We were engaged to audit the financial statements of Harrison Commons Holdings Limited (the 'parent company') for the year ended 30 December 2022, which comprise the Parent company Balance Sheet, Parent company 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). The parent company has taken section 408 exemption from preparing a separate profit and loss account and the exemption under FRS 102 from preparing a separate cash flow statement.
In our opinion the parent company financial statements:
• | give a true and fair view of the state of the parent company's affairs as at 30 December 2022; |
• | 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 responsibilities for the audit of the financial statements section of our report. We are independent of the parent 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 parent company's 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.
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 parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the parent company's 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 parent company's 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 there is a material misstatement in 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.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Opinion on other matter 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 Director's Report in relation to the parent company only for the financial year for which the parent company financial statements are prepared is consistent with the parent company financial statements; and |
• |
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• |
the parent company financial statements are not in agreement with the accounting records and returns; or |
• |
certain disclosures of director's remuneration specified by law are not made; or |
• |
we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities set out on page 4, the director is 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 director determines 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Other matters
The parent company was not required to have a statutory audit for the year ended 30 December 2021 as the parent company was deemed to be small in size. Accordingly, the corresponding figures for the year ended 30 December 2021 were unaudited.
We have reported separately on the group financial statements of Harrison Commons Holdings Limited for the year ended 30 December 2022. The opinion in that report is a disclaimer of opinion.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the parent company's 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.
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:
In planning and designing our audit tests, we identify and assess the risks of material mis-statements, whether due to fraud or error. Our assessment of these risks includes the following:
• |
the nature of the industry and sector, control environment and business performance including the key drivers for directors’ remuneration, bonus levels and performance targets; |
• |
results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
• |
any matters we identified having made enquiries of management about their policies and procedures relating to: |
• |
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
• |
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
• |
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
• |
the matters discussed among the audit engagement team regarding how and where fraud might occur in the parent company financial statements and any potential indicators of fraud. |
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the parent company operates in, through discussions with the director, and from our commercial knowledge and experience of the sector in which the parent company operates, to enable us to identify the key laws and regulations applicable to the parent company. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statement or the operations of the parent company including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
As a result of performing the above, our procedures to respond to the risks identified included the following:
• |
reviewing the parent company financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the parent company financial statements; |
• |
enquiring of management concerning actual and potential litigation and claims; |
• |
reviewing correspondence with HMRC, and the parent company's legal advisors; |
• |
reading minutes of meetings of those charged with governance; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
• |
obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
• |
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involved deliberate concealment or collusion.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Harrison Commons Holdings Limited
Parent Company Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
......................................
For and on behalf of
Chartered Accountants
Freshford House
Redcliffe Way
BS1 6NL
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Disclaimer of opinion
We were engaged to audit the group financial statements of Harrison Commons Holdings Limited (the 'group') for the year ended 30 December 2022, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, and the Consolidated Statement of Cash Flows, 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).
We do not express an opinion on the accompanying financial statements of the group. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the group financial statements.
Basis for disclaimer of opinion on the group financial statements
We are unable to obtain sufficient and appropriate audit evidence to support the opening balances within the group financial statements and were unable to do so using alternative procedures. Consequently, we are unable to determine whether any material adjustments to the opening balances or a prior year restatement, is necessary.
Included within provisions for the group as at 30 December 2022 is £920,107 in respect of employment litigation. The circularisation response the group's legal advisors provided expected the costs associated with ending the litigation to be in the region of £82,193 and as such we were unable to conclude whether the remaining balance of £837,914 was free from material misstatement and therefore provisions have not been prepared in accordance with Financial Reporting Standard 102 Section 21 'Provisions and Contingencies'.
We have been unable to obtain sufficient and appropriate audit evidence to support the disposal of tangible assets for the year to 30 December 2022, being cost disposals of £3,055,160 and depreciation eliminated on disposal of £2,913,843 and were unable to do so using alternative procedures. The loss on disposal of group tangible assets of £141,317 is included within the other exceptional item. As such we are unable to determine if the net book value of tangible assets totalling £7,048,952 is fairly stated.
After the balance sheet date, a member of the group, Oxford Packaging Solutions Limited, entered a Company Voluntary Arrangement and we have been unable to obtain sufficient and appropriate audit evidence, or to use alternative procedures, to determine of the value of tangible assets on a break-up basis for this entity in accordance with Financial Reporting Standard 102 Section 27 'Impairment of Assets'. Consequently, we are unable to determine whether a material adjustment is necessary to the carrying amount of group tangible assets.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Included within other debtors for the group as at 30 December 2022 is £2,499,483 in respect of the exclusion of Tax on Transactions Related to the Circulation of Goods and Services of Interstate, Intermunicipal and Communications Transport (ICMS) from Social Integration Program (PIS) Contribution to the Financing of Social Security (COFINS) basis that has not been recognised in accordance with Financial Reporting Standard 102 Section 29 “Income”. This is following a decision by the Brazilian Federal Supreme Court (STF) on 15 March, 2017, by Extraordinary Appeal No. 574.706/PR. The STF found that it is unconstitutional for the State VAT (ICMS) to be part of the PIS and COFINS calculation basis, and therefore a legal claim by the group to be refunded by the state has been successful, however for a lower amount than how much had previously been recognised in the financial statements. The balance is potentially overstated by £1,620,369 and therefore equity is potentially overstayed by the same amount.
Included within trade debtors for the group as at 30 December 2022 is £5,281,174 relating to Closure Systems International (Brazil) Sistemas de Vedacao Ltda (CSIB). We have been unable to gain support for accounts receivable within this balance amounting to £1,245,571. We were unable to obtain sufficient and appropriate evidence using alternative procedures. Consequently, we are unable to determine whether any adjustments to this amount is necessary to the group value of trade debtors.
Included within stock for the group as at 30 December 2022 is £772,531 of aggregate misstatement in respect of stock in transit. Group stock has not been presented in accordance with Financial Reporting Standard 102 Section 13 "Inventories".
Included within trade creditors for the group as at 30 December 2022 is £823,682 of aggregate misstatement in respect of stock in transit and foreign exchange retranslation. As such, group trade creditors has not been presented in accordance with Financial Reporting Standard 102 Section 11 'Basic Financial Instruments'.
In preparing the year end financial statements for a member of the group, Oxford Packaging Solutions Limited, management have undertaken a review of the closing balance sheet as at 30 December 2022 and have written off amounts they could not confirm as being in existence to 'other exceptional item'. We were unable to obtain sufficient and appropriate audit evidence to support the balance of other exceptional item of £786,552 that was written off by management through profit and loss in the year ended 30 December 2022 to correct the balance sheet as at the prevailing year end. Consequently, we are unable to confirm whether the write off is materially misstated for the year ended 30 December 2022. Further information can be found in note 5 and the other matters paragraph of this audit report.
Within the group three significant components issued modified audit reports. A Qualified audit opinion was issued by the component auditors of Closure Systems International (Brazil) Sistemas de Vedacao, a Limitation of Scope audit opinion issued for Alusud Peru S.A, and a Qualified audit opinion was issued for Oxford Packaging Solutions Limited. The number of modified audit reports within the group have contributed to the issues identified being considered pervasive. The specific issues within each component have been outlined above.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the group financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
Opinion on other matter prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Director's Report in relation to the group only for the financial year for which the group financial statements are prepared is consistent with the group financial statements; and |
• |
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the group financial statements, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors report.
Arising from the limitation of our work referred to above:
• |
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
• |
we were unable to determine whether adequate accounting records have been kept. |
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:
• | certain disclosures of director's remuneration specified by law are not made. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities set out on page 4, the director is responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of group financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group financial statements, the director is responsible for assessing the group'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 group or to cease operations, or have no realistic alternative but to do so.
Other matters
Harrison Commons Holdings Limited
Group Independent Auditor's Report to the Members of Harrison Commons Holdings Limited
The group was not required to have a statutory audit for the year ended 30 December 2021 as the group was deemed to be small in size. Accordingly, the corresponding figures for the year ended 30 December 2021 were unaudited.
The "other exceptional item" presented in the profit and loss year ended 30 December 2022 of £786,552 (2021 - £nil) relates to the write off of historic balance sheet items. We were unable to obtain sufficient or appropriate audit evidence to support these balances due to a change in the group's finance team after 30 December 2021, resulting in insufficient records or knowledge of these historic balance sheet items. As such, management has elected to write these historic balances off to the profit and loss in the year in order to present the correct year end balance sheet position. We have qualified our group audit report in respect of this balance.
We have reported separately on the parent company financial statements of Harrison Commons Holdings Limited for the year ended 30 December 2022.
Auditor Responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the group’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
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.
Use of our report
This report is made solely to the group'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 group'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 group and the group's members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
Chartered Accountants
Freshford House
Redcliffe Way
BS1 6NL
Harrison Commons Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 December 2022
Note |
2022 |
(As restated) |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Exceptional income |
6,932,918 |
4,923,095 |
|
Other exceptional item |
786,552 |
- |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
|
( |
|
593,259 |
(197,283) |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
|
Minority interests |
|
|
|
|
|
Harrison Commons Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 30 December 2022
2022 |
(As restated) |
|
Profit for the year |
|
|
Foreign currency translation gains/(losses) |
|
( |
Remeasurement gain on defined benefit pension schemes |
|
|
2,816,765 |
207,287 |
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Minority interests |
|
|
|
|
Harrison Commons Holdings Limited
(Registration number: 03293207)
Consolidated Balance Sheet as at 30 December 2022
Note |
2022 |
(As restated) |
|
Fixed assets |
|||
Intangible assets not including goodwill |
|
|
|
Negative goodwill |
(4,923,094) |
(11,487,220) |
|
Tangible assets |
|
|
|
|
( |
||
Current assets |
|||
Stocks |
|
|
|
Debtors: amounts falling due after more than one year |
4,114,988 |
525,126 |
|
Debtors: amounts falling due after less than one year |
|
|
|
Investments |
|
- |
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets excluding pension asset/(liability) |
14,815,537 |
6,512,263 |
|
Net pension liability |
(3,738,075) |
(6,584,172) |
|
Net assets/(liabilities) |
|
( |
|
Capital and reserves |
|||
Called up share capital |
5,716,278 |
5,716,278 |
|
Other reserves |
82,007 |
(896,713) |
|
Retained earnings |
5,279,024 |
(4,891,547) |
|
Equity attributable to owners of the company |
11,077,309 |
(71,982) |
|
Minority interests |
153 |
73 |
|
Shareholders' funds/(deficit) |
11,077,462 |
(71,909) |
Harrison Commons Holdings Limited
(Registration number: 03293207)
Consolidated Balance Sheet as at 30 December 2022
Approved and authorised by the
......................................... |
Harrison Commons Holdings Limited
(Registration number: 03293207)
Balance Sheet as at 30 December 2022
Note |
2022 |
(As restated) |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
- |
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net liabilities |
( |
( |
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Profit and loss account |
( |
( |
|
Total equity |
( |
( |
The company made a loss after tax for the financial year of £14,063 (2021 - loss of £110,724).
Approved and authorised by the
......................................... |
Harrison Commons Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 December 2022
Equity attributable to the parent company
Share capital |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
(Unaudited) |
|
( |
- |
( |
( |
|
( |
Profit for the year |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
|
( |
|
|
- |
|
Total comprehensive income |
- |
|
( |
|
|
|
|
At 30 December 2022 |
|
|
( |
|
|
|
|
Harrison Commons Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 December 2022
Equity attributable to the parent company
Share capital |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
(Unaudited) |
|
- |
- |
( |
( |
- |
( |
(Unaudited) |
- |
- |
- |
|
|
|
|
(Unaudited) |
- |
( |
- |
|
|
- |
|
(Unaudited) |
- |
( |
- |
|
|
|
|
(Unaudited) |
(750,000) |
- |
- |
- |
(750,000) |
- |
(750,000) |
(Unaudited) |
5,716,278 |
(896,713) |
- |
(4,891,547) |
(71,982) |
73 |
(71,909) |
Harrison Commons Holdings Limited
Statement of Changes in Equity for the Year Ended 30 December 2022
Share capital |
Retained earnings |
Total |
|
(Unaudited) |
|
( |
( |
Loss for the year |
- |
( |
( |
At 30 December 2022 |
|
( |
( |
Share capital |
Retained earnings |
Total |
|
(Unaudited) |
|
( |
|
(Unaudited) |
- |
( |
( |
(Unaudited) |
(750,000) |
- |
(750,000) |
(Unaudited) |
5,716,278 |
(5,836,876) |
(120,598) |
Harrison Commons Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 December 2022
Note |
2022 |
(As restated) |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation charge |
|
|
|
Amortisation of negative goodwill |
(6,564,126) |
(4,923,095) |
|
Effect of foreign exchange fluctuations on fixed assets |
(486,423) |
- |
|
Loss on disposal of tangible assets |
|
- |
|
Loss on disposal of intangible assets |
|
- |
|
Impairment of fixed assets |
(1,092,997) |
- |
|
Impact of write off of assets to other exceptional item |
385,074 |
- |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Increase in trade debtors |
( |
( |
|
Increase in trade creditors |
|
|
|
Decrease in provisions |
( |
( |
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisition of investment asset |
(17,223) |
- |
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of intangible assets |
( |
- |
|
Net cash movement on acquisition of subsiduaries |
- |
3,210,871 |
|
Net cash flows from investing activities |
( |
|
Harrison Commons Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 December 2022
Note |
2022 |
(As restated) |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
( |
|
Proceeds from other borrowing draw downs |
|
- |
|
Repayment of other borrowing |
|
- |
|
Payments to finance lease creditors |
( |
- |
|
Foreign currency gains/(losses) |
312,765 |
(180,416) |
|
Gain/loss on pension fund |
(342,097) |
1,104,000 |
|
Net cash flows from financing activities |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
Cash and cash equivalents at 31 December |
|
|
|
Cash and cash equivalents at 30 December |
2,090,058 |
3,897,365 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling, which is the functional and presentational currency of the group and parent company, and rounded to the nearest £.
Summary of disclosure exemptions
The company has taken advantage of the exemption in section 408 of the Companies Act from presenting it's individual profit and loss account.
The company has taken advantage of the exemption in section 1.12(b) of FRS 102 from preparing a statement of cashflows, on the basis that it is a qualifying entity and the consolidated statement of cashflows included in these financial statements includes the parent company's cash flows..
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 December 2022.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
A subsidiary is an entity controlled by the group. Control is achieved where the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements are prepared on a going concern basis. As at the date of signing of the financial statements, the Director confirms that the Group is in a position to meet its liabilities and that there are no foreseeable events which may give rise to liabilities which exceed the Company's ability to pay. As of the date of signing, Oxford Packaging Services Ltd, the only UK based entity, has entered into the administration process. This is due to several unrecoverable setbacks involving resin supply, COVID, the subsequent energy crisis and some major customers facing declining volumes. This does not effect the viability of the rest of the business units.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Prior period errors
The following prior year restatements were made in the company balance sheet notes:
- A prior year restatement of £22,178 was made to write off an over accrual of accountancy, legal and professional fees.
- A prior year reclassification of £31,400 was made between other debtors and and amounts owed by related parties within the non-current debtors note in order to appropriately disclosure the nature of the balance.
2022 | 2021 | 2021 | |
Accruals | (22,151) | (5,151) | (27,329) |
Other debtors | - | - | 31,400 |
Amounts owed by related parties | - | 31,400 | - |
Retained earnings | (5,809,939) | (5,836,876) | (5,814,698) |
Key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods..
During the year management have made an estimate for provision of stock. This basis for this provision is made on management's best estimate for the proportion of stock that is unlikely to be sold. This estimation is considered to have a significant risk of causing a material adjustment to the carrying amount of stock valuation. The carrying amount is £71,064 (2021 - £77,184).
During the year management have made an estimate for provision of dilapidations. This basis for this provision is made on management's best estimate for the cost of dilapidations at the end of the lease. This estimation is considered to have a significant risk of causing a material adjustment to the carrying amount of provisions. The carrying amount is £395,097 (2021 - £395,097).
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods or provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
a) the significant risks and rewards of ownership have been transferred to the buyer
b) the group retains no continuing investment or control over the goods
c) the amount of revenue can be reliably measured;
d) it is probable that future economic benefits will flow to the entity;
e) and specific criteria have been met for each of the group's activities.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Finance income and costs
Interest income and expenses are recognised using the effective interest rate method.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the year end prevailing spot rate of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance costs’ or ‘finance income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other operating (losses)/gains’.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Exceptional items
The group classifies certain one-of credits that have a material impact on the group’s financial results as ‘exceptional income’. These are disclosed separately to provide further understanding of the financial performance of the group.
Tangible assets
Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation of the asset in bringing it to its working condition for intentional use, dismantling and restoration costs.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Land and buildings |
5% - 10% per annum |
Construction in progress and machinery under assembly |
nil% per annum |
Furniture, fittings and equipment |
20% - 33% per annum |
Plant and machinery |
7.5% - 20% per annum |
Office equipment |
5% - 20% per annum |
Motor vehicles |
5% - 20% per annum |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Intangible assets
Separately acquired intangible assets are shown at historical cost.
Intangible assets other than goodwill acquired in a business combination are recognised at fair value at the acquisition date.
Intangible assets other than goodwill have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Trademarks, patents and licences |
20% - 100% per annum |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Internally generated software development costs |
20% - 33% per annum |
Other intangible assets |
10% - 50% per annum |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average cost (WAC) method. Stocks are recognised as an expense in the period in which the related revenue is recognised.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has a present legal or contructive obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. Amounts not paid at the year end are shown in other creditors in the balance sheet. The assets of the plan are held seperately from the group in independantly administered funds.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Defined benefit pension obligation
The group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the reporting date less the fair value of the plan assets at the reporting date.
Annually the group engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated period of the future payments (‘discount rate’).
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the group’s policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as ‘remeasurement of net defined benefit liability’.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
• The increase in pension benefit liability arising from employee service during the period.
• The cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as ‘finance expense’.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
2022 |
Unaudited 2021 |
|
Sale of goods |
|
|
The analysis of the group's Turnover for the year by geographical market is as follows:
2022 |
Unaudited 2021 |
|
UK |
8,745,723 |
7,346,034 |
Europe |
415,068 |
- |
Colombia |
7,908,694 |
6,423,225 |
Brazil |
12,476,030 |
9,494,090 |
Peru |
5,664,461 |
3,861,305 |
Demerara |
218,853 |
185 |
Venezuela |
688,278 |
78 |
Argentina |
1,665,434 |
936,230 |
Uruguay |
304,131 |
124,968 |
|
|
Exceptional items |
During the year £368,792 (2021 - £nil) of income of exceptional size or incidence was recorded and relates to the release of 'Rank' from their obligations as surety on Oxford Packaging Solutions Limited.
During the year £786,552 (2021 - £nil) of expenditure of exceptional size of incidence was recorded and relates to the release the historic write off of unknown balance sheet item in Oxford Packaging Solutions Limited.
During the year £6,564,126 (2021 - £4,923,095) of amortisation on negative goodwill was recognised by the group to record the excess, up to the fair value, of non-monetary assets acquired in profit or loss over the period in which the non-monetary assets are recovered.
The analysis of the group's exceptional items for the year is as follows:
2022 |
Unaudited 2021 |
|
Amortisation of goodwill |
6,564,126 |
4,923,095 |
Exceptional income |
368,792 |
- |
Other exceptional item |
786,552 |
- |
7,719,470 |
4,923,095 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2022 |
Unaudited 2021 |
|
Miscellaneous other operating income |
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
2022 |
Unaudited 2021 |
|
Loss on disposal of Tangible assets |
( |
- |
Loss on disposal of Intangible assets |
( |
- |
(238,633) |
- |
Operating profit |
Arrived at after charging/(crediting):
2022 |
Unaudited 2021 |
|
Depreciation expense |
|
|
Amortisation of negative goodwill |
(6,564,126) |
(4,923,095) |
Amortisation expense |
|
|
Operating lease expense - plant and machinery |
|
- |
Operating lease expense - other |
|
|
Loss on disposal of Tangible assets |
|
- |
Loss on disposal of Intangible assets |
219,255 |
- |
Other interest receivable and similar income |
2022 |
Unaudited 2021 |
|
Other finance income |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Interest payable and similar expenses |
2022 |
Unaudited 2021 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
|
Foreign exchange (losses)/gains |
( |
|
Other finance costs |
|
- |
( |
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
2022 |
Unaudited 2021 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:
2022 |
Unaudited 2021 |
|
Operations |
|
|
Administration |
|
|
Directors |
|
|
|
|
The average number of persons employed by the company (including the director) during the year, analysed by category was as follows:
2022 |
Unaudited 2021 |
|
Directors |
1 |
1 |
1 |
1 |
Director's remuneration |
The director's remuneration for the year was as follows:
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
2022 |
Unaudited 2021 |
|
Remuneration |
|
- |
Auditors' remuneration |
2022 |
Unaudited 2021 |
|
Audit of these financial statements |
17,000 |
- |
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
27,253 |
6,445 |
|
|
|
Other fees to auditors |
||
Taxation compliance services |
|
|
All other assurance services |
|
- |
|
|
Taxation |
Tax charged/(credited) in the income statement:
2022 |
Unaudited 2021 |
|
Current taxation |
||
Foreign tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2021 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2022 |
(As restated) |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of revenues exempt from taxation |
(1,247,184) |
(935,388) |
Effect of tax losses |
9,517 |
59,372 |
Effect of foreign tax rates |
(151,192) |
167,161 |
UK deferred tax expense (credit) relating to changes in tax rates or laws |
(9,343) |
- |
Total tax charge |
|
|
The UK government annouced that from 1 April 2023 the corporation tax rate would increase to 25%. This new law was substantively enacted on 24 May 2021.
Deferred tax
Group
Deferred tax assets and liabilities
2022 |
Asset |
Liability |
Accelerated tax depreciation |
|
( |
|
( |
2021 |
Asset |
Liability |
Accelerated tax depreciation |
|
( |
|
( |
Company
There was £nil deferred tax assets or liabilities (2021 - £nil).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Intangible assets |
Group
Trademarks, patents and licenses |
Internally generated software development costs |
Other intangible assets |
Total |
|
Cost or valuation |
||||
At 31 December 2021 |
|
|
|
|
Disposals |
- |
- |
( |
( |
Foreign exchange movements |
( |
|
|
|
At 30 December 2022 |
|
|
|
|
Amortisation |
||||
At 31 December 2021 |
|
|
|
|
Amortisation charge |
|
- |
|
|
Impairment |
- |
( |
( |
( |
Foreign exchange movements |
|
|
|
|
At 30 December 2022 |
|
|
|
|
Carrying amount |
||||
At 30 December 2022 |
|
- |
|
|
At 30 December 2021 |
|
( |
|
|
Negative goodwill |
2022 |
At 31 December 2021 |
( |
Recognised in profit or loss |
|
At 30 December 2022 |
( |
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Tangible assets |
Group
Land and buildings |
Construction in progress and machinery under assembly |
Furniture, fittings and equipment |
Plant and machinery |
||||
Cost or valuation |
|||||||
At 31 December 2021 |
|
|
|
|
|||
Revaluations |
- |
- |
- |
( |
|||
Additions |
|
|
- |
|
|||
Acquired through business combinations |
( |
- |
- |
- |
|||
Disposals |
( |
( |
- |
( |
|||
Transfers |
|
( |
( |
|
|||
Foreign exchange movements |
|
|
|
|
|||
At 30 December 2022 |
|
|
|
|
|||
Depreciation |
|||||||
At 31 December 2021 |
|
|
|
|
|||
Charge for the year |
|
- |
- |
|
|||
Eliminated on disposal |
( |
- |
- |
( |
|||
Impairment |
( |
( |
- |
|
|||
Transfers |
|
- |
( |
( |
|||
Foreign exchange movements |
|
|
|
|
|||
At 30 December 2022 |
|
- |
|
|
|||
Carrying amount |
|||||||
At 30 December 2022 |
|
|
|
|
|||
At 30 December 2021 |
|
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Office equipment |
Motor vehicles |
Total |
|||||
Cost or valuation |
|||||||
At 31 December 2021 |
|
|
|
||||
Revaluations |
- |
- |
( |
||||
Additions |
|
- |
|
||||
Acquired through business combinations |
- |
- |
( |
||||
Disposals |
- |
( |
( |
||||
Transfers |
|
- |
- |
||||
Foreign exchange movements |
|
( |
|
||||
At 30 December 2022 |
|
|
|
||||
Depreciation |
|||||||
At 31 December 2021 |
|
|
|
||||
Charge for the year |
|
|
|
||||
Eliminated on disposal |
- |
( |
( |
||||
Impairment |
- |
- |
( |
||||
Transfers |
|
- |
- |
||||
Foreign exchange movements |
|
( |
|
||||
At 30 December 2022 |
|
|
|
||||
Carrying amount |
|||||||
At 30 December 2022 |
|
|
|
||||
At 30 December 2021 |
|
|
|
Included within the net book value of land and buildings above is £2,049,957 (2021 - £1,594,339) in respect of short leasehold land and buildings.
Tangible fixed assets with a carrying amount of £1,376,072 (2021 - £1,838,021) have been pledged as security for invoice discounting of the group by way of a fixed charge.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2022 |
Unaudited 2021 |
|
Motor Vehicles |
- |
214,291 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Company
The company had no tangible assets at 30 December 2022 (2021 - £nil).
Investments |
Company
2022 |
Unaudited 2021 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 31 December 2021 |
|
Provision |
|
At 31 December 2021 |
|
Carrying amount |
|
At 30 December 2022 |
|
At 30 December 2021 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Entities marked with * are controlled indirectly by Harrison Commons Holdings Limited.
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2022 |
2021 |
|||
Subsidiary undertakings |
||||
|
Delaware USA |
|
|
|
|
British Virgin Islands |
|
|
|
|
54 Portland Place, London, England, W1B 1DY England |
|
|
|
|
Brazil |
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
Colombia |
|
|
|
|
Colombia |
|
|
|
|
Peru |
|
|
|
|
Chile |
|
|
|
|
Argentina |
|
|
|
Subsidiary undertakings |
Stocks |
Group |
Company |
|||
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
|
Raw materials and consumables |
|
|
- |
- |
Finished goods and goods for resale |
|
|
- |
- |
Other inventories |
|
|
- |
- |
|
|
- |
- |
There is no significant difference between the replacement cost of the inventory and its carrying amount.
Inventories are stated after provisions for impairment of £71,064 (2021 - £77,184).
The carrying amount of stocks pledged as security for liabilities amounted to £880,964 (2021 - £638,702).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Debtors |
Group |
Company |
||||
Current |
Note |
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
- |
- |
- |
|
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Deferred tax assets |
|
|
- |
- |
|
Income tax asset |
|
|
- |
- |
|
|
|
- |
|
Group |
Company |
||||
Non-current |
Note |
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
Trade debtors |
|
- |
- |
- |
|
Amounts owed by related parties |
- |
- |
- |
|
|
Other debtors |
|
|
- |
- |
|
|
|
- |
|
Trade debtors are stated after provisions for impairment of £24,662 (2021 - £275,737).
The carrying amount of trade debtors pledged as security for liabilities amounted to £1,431,938 (2021 - £1,303,163).
Current asset investments |
Group |
Company |
|||
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
|
Other investments |
|
- |
- |
- |
Cash and cash equivalents |
Group |
Company |
|||
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
|
Cash at bank |
|
|
|
|
Bank overdrafts |
- |
( |
- |
- |
Cash and cash equivalents in statement of cash flows |
2,090,058 |
3,897,365 |
38,375 |
3,153 |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Creditors |
Group |
Company |
||||
Note |
2022 |
(As restated) |
2022 |
(As restated) |
|
Due within one year |
|||||
Loans and borrowings |
- |
|
- |
- |
|
Trade creditors |
|
|
- |
- |
|
Amounts due to related parties |
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
Other creditors |
|
|
|
- |
|
Accruals |
|
|
|
|
|
Corporation tax liability |
351,577 |
- |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
- |
- |
- |
|
Other non-current financial liabilities |
|
|
- |
- |
|
|
|
- |
- |
Provisions for liabilities |
Group
Legal proceedings |
Deferred tax |
Other provisions |
Total |
|
At 31 December 2021 |
|
|
|
|
Additional provisions |
|
- |
- |
|
Increase (decrease) in existing provisions |
- |
( |
|
( |
At 30 December 2022 |
|
|
|
|
|
Legal proceedings - This provision relates to the recognision of the expected outcome of ongoing legal proceedings at the year end.
Deferred tax - This provision recognises the tax that may become payable in the future and arises due to differences between the group’s taxable profits and its accounting profits
Other provisions - This balances relates to dilapidation provisions, being the recognition of the expected cost to bring a rented property back to the condition at the end of a lease.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Company
|
The company did not recognise any provisions in the year (2021 - £nil).
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Defined benefit pension schemes
The Group operates a Defined Benefit Scheme for its employees.
The Pension Scheme is funded by the payment of contributions to separately administered trust funds.
The Group made regular contributions of £41,667 each month between 1 January 2022 and 31 December 2022 and also paid an additional contribution of £87,498 (2021: £174,996).
On 31 December 2018, the Scheme closed to the future accrual of benefits.
The date of the most recent comprehensive actuarial valuation was
Reconciliation of scheme assets and liabilities to assets and liabilities recognised
The amounts recognised in the balance sheet are as follows:
2022 |
Unaudited 2021 |
|
Fair value of scheme assets |
|
|
Present value of defined benefit obligation |
( |
( |
Defined benefit pension scheme deficit |
( |
( |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Defined benefit obligation
Changes in the defined benefit obligation are as follows:
2022 |
|
Present value at start of year |
|
Interest cost |
|
Actuarial gains and losses |
( |
Benefits paid |
( |
Liabilities extinguished on settlements |
|
Present value at end of year |
|
Fair value of scheme assets
Changes in the fair value of scheme assets are as follows:
2022 |
|
Fair value at start of year |
|
Interest income |
|
Return on plan assets, excluding amounts included in interest income/(expense) |
( |
Employer contributions |
|
Benefits paid |
( |
Assets distributed on settlements |
( |
Fair value at end of year |
|
Analysis of assets
The major categories of scheme assets are as follows:
2022 |
Unaudited 2021 |
|
Other |
|
|
Bonds |
|
|
Gifts |
|
|
|
|
The pension scheme has not invested in any of the group's own financial instruments or in properties or other assets used by the group.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Principal actuarial assumptions
The principal actuarial assumptions at the balance sheet date are as follows:
2022 |
Unaudited 2021 |
|
Mortality rate |
1.00 |
1.00 |
Discount rate |
|
|
Future salary increases |
|
|
Future pension increases |
|
|
Inflation |
|
|
Share capital |
Allotted, called up and fully paid shares
2022 |
Unaudited 2021 |
|||
No. |
£ |
No. |
£ |
|
|
|
5,716,278 |
|
5,716,278 |
Reserves |
Group
Share Capital
This reserve reflects the nominal value of share capital issued by the group.
Profit and loss account
This reserve reflects the accumulated profits and losses net of any distributions to shareholders for the group.
Minority interest
This reserve reflects the accumulated profits and losses attributable to non-controlling interests of the group
Foreign currency translation reserve
This reserve reflects the gains or losses resulting fro the conversion of the financial statements of a foreign subsiuary.
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:
Foreign currency translation |
Other reserves |
Retained earnings |
Total |
|
Foreign currency translation gains/losses |
|
- |
( |
|
Remeasurement gain/loss on defined benefit pension schemes |
- |
- |
|
|
Reserves transfer |
- |
(16,019) |
16,019 |
- |
|
( |
|
|
|
|
The changes to each component of equity resulting from items of other comprehensive income for the prior period were as follows:
Foreign currency translation |
Retained earnings |
Total |
|
Foreign currency translation gains/losses |
( |
- |
( |
Remeasurement gain/loss on defined benefit pension schemes |
- |
|
|
( |
|
|
|
|
Company
Share Capital
This reserve reflects the nominal value of share capital issued by the company.
Profit and loss account
This reserve reflects the accumulated profits and losses net of any distributions to shareholders for the group or company.
Loans and borrowings |
Non-current loans and borrowings
Group |
Company |
|||
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
|
Other borrowings |
|
- |
- |
- |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Current loans and borrowings
Group |
Company |
|||
2022 |
Unaudited 2021 |
2022 |
Unaudited 2021 |
|
Bank overdrafts |
- |
|
- |
- |
Hire purchase contracts |
- |
|
- |
- |
- |
|
- |
- |
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
2022 |
Unaudited 2021 |
|
Not later than one year |
- |
|
Operating leases
The total of future minimum lease payments is as follows:
2022 |
Unaudited 2021 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Commitments |
Group
Capital commitments
The total amount contracted for but not provided in the financial statements was £Nil (2021 - £Nil).
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Pension commitments |
Commitments provided for in the accounts amounted to £47,974 (2021 - £367). Commitments not provided for in the accounts amounted to £Nil (2021 - £Nil).£Nil relates to pension commitments related to pensions payable to past directors (2021 - £Nil).
Related party transactions |
Group
Loans from related parties
2022 |
Key management |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
2021 |
Key management |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
Terms of loans from related parties
Company
Loans to related parties
2022 |
Subsidiary |
Total |
At start of period |
|
|
Advanced |
|
|
Impairment |
( |
( |
At end of period |
- |
- |
|
2021 |
Subsidiary |
Total |
At start of period |
|
|
Advanced |
|
|
At end of period |
|
|
|
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Terms of loans to related parties
Loans from related parties
2022 |
Subsidiary |
Key management |
Total |
At start of period |
|
|
|
Advanced |
- |
|
|
Repaid |
- |
( |
( |
At end of period |
|
|
|
|
2021 |
Subsidiary |
Key management |
Total |
At start of period |
- |
|
|
Advanced |
|
|
|
Repaid |
- |
( |
( |
At end of period |
|
|
|
|
Terms of loans from related parties
Financial instruments |
Group
Categorisation of financial instruments
30 December 2022 |
30 December 2021 |
|
Financial assets measured at fair value through profit or loss |
|
|
Financial assets that are debt instruments measured at amortised cost |
|
|
Financial liabilities measured at amortised cost |
(15,117,479) |
(9,591,512) |
Harrison Commons Holdings Limited
Notes to the Financial Statements for the Year Ended 30 December 2022
Non adjusting events after the financial period |
|