Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. 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. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. 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Registered number: 13526503









SHAPERS' TECHNOLOGIES UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
COMPANY INFORMATION


Directors
B Coughlan 
R Hopkins (resigned 31 August 2023)
G J Mugford 
S Westwood (appointed 29 June 2023)




Registered number
13526503



Registered office
Kings Norton Business Centre
23-25 Sovereign Road

Birmingham

England

B30 3HN




Independent auditors
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

2 Chamberlain Square

Birmingham

B3 3AX





 
SHAPERS' TECHNOLOGIES UK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Balance Sheet
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 32

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their Strategic Report for the year ended 31 December 2023.

Business review
 
Shapers' Technologies UK Limited was incorporated in July 2021 as part of a transfer of trading and operating businesses from the ARRK Product Development Group Ltd and the wider ARRK Corporation. Shapers’ Technologies UK Limited is now part of a wider group of businesses called Shapers’ Group with the parent company being Shapers Group Limited.
The principal activity of the company is as a manufacturer of plastic injection moulded parts, mainly for the automotive sector. The company also provides tooling manufacture and repair services. 
The financial results in 2023 were in line with Group expectations for the business for its second trading year following acquisition. The trading loss that can be seen in the accounts includes £5,176 of costs related to re-structuring which was completed in 2023 as part of the wider UK improvement plan. The impact of the cost restructuring that was completed can be seen in the much stronger levels of Gross profit achieved in 2023. The company maintained a strong balance sheet and cash headroom position during the second year of trading.
Successful commercial activity which has resulted in significant increases in new business volume together with the completion of the cost restructuring during 2023 has resulted in significant improvements in the financial results of the business in 2024. 

Principal risks and uncertainties
 
The Company’s activities expose it to a number of financial risks including credit risk, cash flow risk, liquidity risk and impairment risk.
Credit risk
The Company’s principal financial assets are bank balances and other receivables. The company’s credit risk is primarily attributed to its receivables. The amounts presented in the balance sheet are net of allowances for doubtful debts. The company takes about credit insurance that provides cover for the majority of it’s receivables balances.
Cash flow risk 
The Company is exposed partially to the financial risks of changes in foreign currency exchange rates. This is primarily related to receivables and is, in part, mitigated by amounts purchased from suppliers that provide natural hedging of currency balances.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.
Impairment risk
The Company is aware of it’s future activities, profitability and cash flow generation and reviews this regularly giving consideration to the value at which it holds it’s assets.

Page 1

 
SHAPERS' TECHNOLOGIES UK LIMITED
 

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

Financial key performance indicators
 
The directors consider the following metrics as financial key performance indicators:
- Turnover - £8,124,484
- Gross profit - £2,361,031
- Gross profit % - 29.1%
- Operating loss - £1,280,968
- Net assets - £590,660


This report was approved by the board and signed on its behalf.





S Westwood
Director

Date: 9 September 2024
Page 2

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

B Coughlan 
R Hopkins (resigned 31 August 2023)
G J Mugford 
S Westwood (appointed 29 June 2023)

Economic impacts of global events

UK businesses are currently facing many uncertainties, such as the consequences of environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. 
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment. 
The company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business. 

Page 3

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

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

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

Auditors

The auditorsForvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





S Westwood
Director

Date: 9 September 2024

Page 4

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHAPERS' TECHNOLOGIES UK LIMITED
 

Opinion

We have audited the financial statements of Shapers' Technologies UK Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Page 5

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHAPERS' TECHNOLOGIES UK LIMITED
 

Other information (continued) 
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Page 6

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHAPERS' TECHNOLOGIES UK LIMITED
 

Auditor's responsibilities for the audit of the financial statements

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

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation, the Companies Act 2006. 

In addition, we evaluated the directors' and 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: posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
Page 7

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHAPERS' TECHNOLOGIES UK LIMITED
 

Auditor's responsibilities for the audit of the financial statements (continued)
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 the audit report

This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.




Paul Kurowski (Senior statutory auditor)
  
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
2 Chamberlain Square
Birmingham
B3 3AX

10 September 2024
Page 8

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

Year ended 31 December 2023
18 month period ended
 31 December 2022
Note
£
£

  

Turnover
 4 
8,124,484
9,087,822

Cost of sales
  
(5,763,453)
(8,621,111)

Gross profit
  
2,361,031
466,711

Administrative expenses
  
(3,636,823)
(2,974,807)

Exceptional administrative expenses
 11 
(5,176)
(239,649)

Operating loss
 5 
(1,280,968)
(2,747,745)

Interest payable and similar expenses
 9 
(31,515)
(14,749)

Loss before tax
  
(1,312,483)
(2,762,494)

Tax on loss
 10 
-
-

Loss for the financial year
  
(1,312,483)
(2,762,494)

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

The notes on pages 14 to 32 form part of these financial statements.

Page 9

 
SHAPERS' TECHNOLOGIES UK LIMITED
REGISTERED NUMBER: 13526503

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
£
£

Fixed assets
  

Intangible assets
 12 
23,662
38,318

Tangible assets
 13 
1,579,711
1,781,527

  
1,603,373
1,819,845

Current assets
  

Stocks
 14 
837,816
298,980

Debtors: amounts falling due within one year
 15 
2,624,906
3,204,603

Cash at bank and in hand
 16 
29,820
34,552

  
3,492,542
3,538,135

Creditors: amounts falling due within one year
 17 
(3,160,005)
(2,986,712)

Net current assets
  
 
 
332,537
 
 
551,423

Total assets less current liabilities
  
1,935,910
2,371,268

Creditors: amounts falling due after more than one year
 18 
(1,065,250)
(288,125)

Provisions for liabilities
  

Other provisions
 21 
280,000
180,000

  
 
 
(280,000)
 
 
(180,000)

Net assets
  
590,660
1,903,143


Capital and reserves
  

Called up share capital 
 22 
2,600,000
2,600,000

Capital contribution reserve
 23 
2,065,637
2,065,637

Profit and loss account
 23 
(4,074,977)
(2,762,494)

  
590,660
1,903,143


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S Westwood
Director

Date: 9 September 2024

Page 10

 
SHAPERS' TECHNOLOGIES UK LIMITED
 

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


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the 18 month period

-
-
(2,762,494)
(2,762,494)


Contributions by and distributions to owners

Shares issued during the period
2,600,000
-
-
2,600,000

Other movements
-
2,065,637
-
2,065,637



At 1 January 2023
2,600,000
2,065,637
(2,762,494)
1,903,143


Comprehensive income for the year

Loss for the year
-
-
(1,312,483)
(1,312,483)


At 31 December 2023
2,600,000
2,065,637
(4,074,977)
590,660


The notes on pages 14 to 32 form part of these financial statements.

Page 11

 
SHAPERS' TECHNOLOGIES UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,312,483)
(2,762,494)

Adjustments for:

Amortisation of intangible assets
14,656
5,774

Depreciation of tangible assets
260,760
250,053

Loss on disposal of tangible assets
(6,103)
-

Interest paid
31,515
14,749

(Increase) in stocks
(538,836)
(298,980)

Decrease/(increase) in debtors
585,294
(3,204,603)

(Increase)/decrease in amounts owed by groups
(5,597)
-

(Decrease)/increase in creditors
(114,340)
2,217,182

Increase in amounts owed to groups
1,180,462
109,262

Increase in provisions
100,000
180,000

Net cash generated from operating activities

195,328
(3,489,057)


Cash flows from investing activities

Purchase of intangible fixed assets
-
(44,092)

Purchase of tangible fixed assets
(77,191)
(2,031,580)

Sale of tangible fixed assets
24,350
-

Net cash from investing activities

(52,841)
(2,075,672)

Cash flows from financing activities

Issue of ordinary shares
-
2,600,000

New secured loans
-
948,393

Repayment of loans
(115,704)
-

Interest paid
(31,515)
(14,749)

Capital contribution arising on transfer of new business and operations
-
2,065,637

Net cash used in financing activities
(147,219)
5,599,281

Net (decrease)/increase in cash and cash equivalents
(4,732)
34,552

Cash and cash equivalents at beginning of year
34,552
-

Cash and cash equivalents at the end of year
29,820
34,552


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
29,820
34,552


The notes on pages 14 to 32 form part of these financial statements.

Page 12

 
SHAPERS' TECHNOLOGIES UK LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

34,552

(4,732)

29,820

Debt due after 1 year

(288,125)

172,875

(115,250)

Debt due within 1 year

(660,268)

(403,853)

(1,064,121)


(913,841)
(235,710)
(1,149,551)

The notes on pages 14 to 32 form part of these financial statements.

Page 13

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Shapers' Technologies UK Limited is a private company; limited by shares and incorporated in England and Wales. The address of its registered office is Kings Norton Business Centre, 23-25 Sovereign Road, Birmingham, England, B30 3HN. Its company registration number is 13526503. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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).
Monetary amounts in the financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Going concern

The Board of Directors of the Company confirms their assumptions that the company is a going concern and no uncertainty exists in that respect. The loss incurred in 2023 was expected when the business was acquired from the ARRK Product Development Group Limited in 2021.
Significant cost savings have been realised for 2023 from the re-structuring plan that executed during 2022 and 2023 (see note 11). The director’s going concern assumption is based on significantly improved performance in 2024 and the company's long term forecasts for the following years that include substantial profitable new business awards achieved during 2023. The company also benefits from the financial support of it’s parent company, Shapers’ Group Limited and its subsidiaries.

Page 14

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period 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 period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

All foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.

Page 15

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Sales of Tooling
A Tooling contract is a contract specifically negotiated for the manufacture and supply of a production tool.
When the tool has been manufactured and initial commissioning trials (T1) have been completed at our tooling supplier Tooling revenue is recognised in full. At the same time all costs incurred and that are forecast to be incurred relating to that tooling project are recognised as cost of sale in the same accounting period with forecast costs being recognised with an accrual.
When tooling costs incurred to date plus recognised profits less recognised losses exceed progress billings the surplus is shown as amounts recoverable on tooling contracts. Amounts received before the related work is performed are included in creditors as payments on account. Amounts billed for work performed but not yet paid by the customer are included in the balance sheet under trade debtors.
 
Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 16

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

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

 
2.7

Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 17

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Taxation

Tax is recognised in the Statement of Comprehensive Income 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.11

Intangible assets - Computer licences

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed three years.

 
2.12

Tangible fixed assets

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

Page 18

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
2 - 5 years, in line with the lease term
Plant and machinery
-
5% - 12%
Fixtures and fittings
-
33.33%
Office equipment
-
33.33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.

  
2.13

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Raw materials are based on a standard unit cost, these are regularly reviewed and, if necessary, revised in the light of current conditions. Work in progress and finished goods include labour and attributable overheads.

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

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.16

Cash and cash equivalents

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

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.

Page 19

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

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

 
2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.



 
Page 20

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Impairment of financial assets (continued)
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regards, the Directors believe that the critical accounting policies where judgements or estimations are necessarily applied are summarised below:
Valuation of tangible fixed assets
Tangible fixed assets are depreciated over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. See note 13 for the carrying amount of property plant and equipment and the depreciation accounting policy note above for the useful economic lives for each class of asset.

Page 21

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The whole of the turnover is attributable to the principal activity of the Company.

Analysis of turnover by country of destination:

Year ended
31 December
18 month period
31 December
2023
2022
£
£

United Kingdom
6,246,322
6,752,798

Rest of Europe
1,878,162
2,335,024

8,124,484
9,087,822



5.


Operating loss

The operating loss is stated after charging:

Year ended
31 December
18 month period
31 December
2023
2022
£
£

Exchange differences
8,842
6,502

Other operating lease rentals
607,880
601,088

Depreciation of tangible fixed assets
266,239
250,053


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


Year ended
31 December
18 month period
31 December
2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
33,500
30,000

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

Page 22

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Year ended
31 December
18 month period
31 December
2023
2022
£
£

Wages and salaries
2,055,664
2,675,031

Social security costs
198,868
283,759

Cost of defined contribution scheme
86,214
103,890

2,340,746
3,062,680


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


      Year ended
     31 December
   18 month period
      31 December
        2023
        2022
            No.
            No.







Production
45
59



Administration
9
10

54
69


8.


Directors' remuneration

Year ended
31 December
18 month period
31 December
2023
2022
£
£

Directors' emoluments
236,900
175,354

Company contributions to defined contribution pension schemes
10,923
6,724

247,823
182,078


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

Page 23

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

Year ended
31 December
18 month period
31 December
2023
2022
£
£


Bank interest payable
31,515
14,749

31,515
14,749


10.


Taxation


Year ended
31 December
18 month period
31 December
2023
2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 24

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

Year ended
31 December
18 month period
31 December
2023
2022
£
£


Loss on ordinary activities before tax
(1,312,483)
(2,762,494)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(308,696)
(524,874)

Effects of:


Fixed asset differences
1,891
(5,269)

Expenses not deductible for tax purposes
231
45,534

Income not taxable for tax purposes
-
(156)

Remeasurement of deferred tax for changes in tax rates
(19,274)
(153,084)

Movement in deferred tax not recognised
325,848
637,849

Total tax charge for the year/period
-
-


Factors that may affect future tax charges

There are no factors affecting future tax charges.
Page 25

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Exceptional items

Year ended
31 December
18 month period
31 December
2023
2022
£
£


Restructuring costs
5,176
239,649

5,176
239,649

The restructuring costs incurred in 2022 and 2023 have aligned the company’s costs base with the level of volume seen in 2022 and expected for 2023. There are no plans for further restructuring in 2024.


12.


Intangible assets




Computer licenses

£



Cost


At 1 January 2023
44,092



At 31 December 2023

44,092



Amortisation


At 1 January 2023
5,774


Charge for the year on owned assets
14,656



At 31 December 2023

20,430



Net book value



At 31 December 2023
23,662



At 31 December 2022
38,318



Page 26

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Leasehold improvements
Plant and machinery
Fixtures and fittings
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
102,364
1,859,808
2,795
66,613
2,031,580


Additions
-
69,445
-
7,746
77,191


Disposals
-
(18,247)
-
-
(18,247)



At 31 December 2023

102,364
1,911,006
2,795
74,359
2,090,524



Depreciation


At 1 January 2023
18,492
215,441
543
15,577
250,053


Charge for the year on owned assets
18,492
223,309
932
23,506
266,239


Disposals
-
(5,479)
-
-
(5,479)



At 31 December 2023

36,984
433,271
1,475
39,083
510,813



Net book value



At 31 December 2023
65,380
1,477,735
1,320
35,276
1,579,711



At 31 December 2022
83,872
1,644,367
2,252
51,036
1,781,527


14.


Stocks

2023
2022
£
£

Raw materials and consumables
265,052
167,882

Work in progress (goods to be sold)
364,209
45,029

Finished goods and goods for resale
208,555
86,069

837,816
298,980





 

Page 27

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

2023
2022
£
£


Trade debtors
1,482,494
1,815,798

Amounts owed by group undertakings
5,597
-

Other debtors
700,176
668,869

Prepayments and accrued income
436,639
719,936

2,624,906
3,204,603


Trade debtors are stated after provisions for impairment of £267,257 (2022: £74,009).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand. 


16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
29,820
34,552

29,820
34,552



17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
172,421
115,250

Debt financing facility
891,700
545,018

Trade creditors
699,484
608,882

Amounts owed to group undertakings
339,724
109,262

Other taxation and social security
99,041
434,989

Other creditors
755,138
24,307

Accruals and deferred income
202,497
1,149,004

3,160,005
2,986,712


The debt financing facility is secured by fixed and floating charges over the assets of the Company.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand. 

Page 28

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
115,250
288,125

Amounts owed to group undertakings
950,000
-

1,065,250
288,125



19.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank and other loans
172,421
115,250

Other loans
891,700
545,018


Amounts falling due 2-5 years

Bank loans
115,250
288,125


1,179,371
948,393


Page 29

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through the Statement of Comprehensive Income
29,820
34,552

Financial assets measured at amortised cost
2,188,267
2,484,667

2,218,087
2,519,219


Financial liabilities


Financial liabilities measured at amortised cost
3,923,717
1,690,844


Financial assets measured at fair value through the Statement of Comprehensive Income comprise cash at bank and in hand.
Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings and other debtors.


Financial liabilities measured at amortised cost comprise bank and other loans, debt financing facility, trade creditors, amounts owed to group undertakings and other creditors.


21.


Provisions





Dilapidations provision

£





At 1 January 2023
180,000


Charged to the Statement of Comprehensive Income
100,000



At 31 December 2023
280,000


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2,600,000 (2022 - 2,600,000) Ordinary shares of £1.00 each
2,600,000
2,600,000


Page 30

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Reserves

Capital contribution reserve

This reserve represents a capital contribution following the transfer of business from ARRK Product Development Group Limited to Shapers' Technologies UK Limited.

Profit and loss account

This reserve represents cumulative profits and losses.


24.


Pension commitments

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held seperately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £86,214 (18 month period ended 31 December 2022: £103,890). At the period end £8,059 (2022: £24,307) was outstanding and is included within other creditors.


25.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£

Land and buildings


Not later than 1 year
570,562
570,562

Later than 1 year and not later than 5 years
2,282,250
2,282,250

Later than 5 years
2,385,908
2,986,519

5,238,720
5,839,331

2023
2022

£
£

Other


Not later than 1 year
22,584
37,513

Later than 1 year and not later than 5 years
33,732
9,322

56,316
46,835


26.


Related party transactions

Exemption has been taken under paragraph 33.1A of FRS 102 not to disclose transactions between wholly owned group companies.

Page 31

 
SHAPERS' TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Post balance sheet events

There were no events affecting the Company following the period end.  


28.


Controlling party

The immediate and ultimate parent undertaking is Shapers' Group Limited, a company incorporated in England and Wales. 
The Directors do not believe there is a single controlling party. 

Page 32