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Compass Agri (Holdings) Limited

Annual Report and Consolidated Financial Statements
Year Ended 31 December 2023

Registration number: 10728335

 

Compass Agri (Holdings) Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 11

Consolidated Profit and Loss Account

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 34

 

Compass Agri (Holdings) Limited

Company Information

Directors

Mr J P W Nichols

Mr R A J Parris

Registered office

Blackbrook Gate
1 Blackbrook Business Park
Taunton
TA1 2PX

Auditors

PKF Francis Clark
Statutory Auditor
Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
TA1 2PX

 

Compass Agri (Holdings) Limited

Strategic Report

Year Ended 31 December 2023

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

Principal activity

The principal activity of the group is that of a holding company. The principal activity of the group is that of the sale of, repair, supply of parts for and servicing of agricultural machinery and vehicles.

Review of the business

The Directors are pleased to report that the results shown in these financial statements present strong profitability once again, along with continued balance sheet growth, despite the uncertain UK and agricultural sector economic conditions.

Key to the success of the group is the continuation of prestigious and well-known dealership franchises. The group manages the security of these franchises by maintaining good customer relationships and by the close involvement of the directors, who monitor service levels and compliance with franchise dealer standards.

Turnover in the year for the year fell by £1,222,945 (5%) versus the year ended 31 December 2022. Despite the revenue changes described above, gross margin remained consistent at 6.8% although net profit before tax has dropped from £980k (2022) to £412k. This is mainly due to increases in interest payable and depreciation.

Overheads have remained under close control throughout the year whilst employee numbers did increase versus the prior year in order to maintain customer service.

As at 31 December 2023, the balance sheet of the group has strengthened. Although net current assets decreased to £1,280,844 (2022 - £1,550,336), net assets overall increased to £4,690,226 (2022 - £4,577,742) after dividends for the year as disclosed in the directors report.

The year saw a net cash outflow of £190,629 (2022 - inflow of £200,862). A further investment of £2.4m was made for fixed assets additions, of which £2.2m was for plant and machinery.

The company's key financial performance indicators during the year were as follows:

 

Unit

2023

2022

Turnover

£

23,155,122

24,378,067

Gross Margin

£

1,579,459

1,568,266

Gross Margin

%

7

6

Profit before tax

£

412,166

980,196

Net cash flow

£

(190,629)

200,862

In light of the uncertainties summarised below, and the positive experience of 2023 and the year to date trading performance in 2024, the directors remain cautiously optimistic but recognise that steps are required to ensure that the stock holding moving forward is sufficient to meet customer demand and service levels but also reflects the uncertainty in the market. The directors are actively managing this.

 

Compass Agri (Holdings) Limited

Strategic Report

Year Ended 31 December 2023

Principal risks and uncertainties

The principal risks and uncertainties which face the company is a potential down turn as a result of bad timings. Back log of equipment orders coming through into stock all at the same time as falling commodity prices, political unrest and the worst year of bad weather farming has seen for a very long time. The net result is a massive over stocking problem both home and abroad which has temporarily stemmed the flow of new and used equipment.

Personally we are optimistic this will only last for a short period while stocks wash through. The general economy of Agriculture is still good coming out of 2023 and going into 2024, we are confident by the last Quarter of 2024 the industry will start to pick up again.

Approved by the Board on 13 September 2024 and signed on its behalf by:


Mr J P W Nichols
Director

   
     
 

Compass Agri (Holdings) Limited

Directors' Report

Year Ended 31 December 2023

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

Directors of the group

The directors who held office during the year were as follows:

Mr J P W Nichols

Mr R A J Parris

Results and dividends
The results for the year are set out on page 11.

Ordinary dividends were paid amounting to £195,000. The directors recommend a final dividend payment of £Nil be made in respect of the financial year ended 31 December 2023. This dividend has not been recognised as a liability in the financial statements.

 

Financial instruments

Objectives and policies

The group's activities expose it to a number of financial risks including credit risk, cashflow risk and liquidity risk. The use, and nature, of financial instruments are determined by the director, in the context of trading terms made available to the group by the customers and suppliers, with the objective of securing the liquidity and profitability of the group.

Price risk, credit risk, liquidity risk and cash flow risk

The group has a normal level of exposure to price, liquidity and cash flow risks arising from trading activities.

Liquidity risk - the group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. Liquidity risk is managed through working capital facilities provided by the group’s bankers and a stocking loan provided by the franchiser.

Interest rate risk - the group is exposed to interest rate risk on its variable rate borrowings. Management continue to monitor the effect of changes in interest rates and manage borrowings to achieve finance at a rate aligned with the group’s long term strategy. The group’s borrowings are a mixture of fixed and variable rates of interest, the company is therefore exposed to interest rate risk on variable rate borrowings.

Trade debtors are managed in respect of credit and cash flow risk policies concerning the credit offered to customers, and the regular monitoring of amounts outstanding for both time and limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Trade creditors are paid in line with agreed credit terms and conditions, subject to correct invoicing.

 

Compass Agri (Holdings) Limited

Directors' Report

Year Ended 31 December 2023

Future developments

The directors believe that the franchisers products remain at the forefront of the market for premium tractors and are confident that this will stand the group in good stead in the coming year.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 13 September 2024 and signed on its behalf by:
 


Mr J P W Nichols
Director

 

Compass Agri (Holdings) Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

 

Compass Agri (Holdings) Limited

Independent Auditor's Report to the Members of Compass Agri (Holdings) Limited

Opinion

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

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 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 group and 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

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

 

Compass Agri (Holdings) Limited

Independent Auditor's Report to the Members of Compass Agri (Holdings) Limited

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

We have nothing to report in this regard.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' 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 directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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 group’s and 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Compass Agri (Holdings) Limited

Independent Auditor's Report to the Members of Compass Agri (Holdings) 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.

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:

 

Compass Agri (Holdings) Limited

Independent Auditor's Report to the Members of Compass Agri (Holdings) Limited

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the entity and the industry/sector in which it operates to identify the key laws and regulations affecting the entity. As part of this assessment process we discussed with management the laws and regulations applicable to the company, reviewed certification identified on the company website and other communications and considered findings from previous audits.

The key laws and regulations we identified were Health & Safety at Work legislation, General Data Protection Regulations (GDPR), and Financial Conduct Authority (FCA) regulations.

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, primarily Companies Act 2006, Corporation Taxes Acts 2009 & 2010, and the Capital Allowances Act 2001.

We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the entity complies with laws and regulations and deal with reporting any issues if they arise.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue trading and the risk of material misstatement to the financial statements.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
• Reviewed legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance;
• Reviewed Board minutes; and
• Reviewed the return to the FCA for consistency with the financial records of the company and any non-compliance.

As part of our enquiries we discussed with management whether there have been any known instances, allegations or suspicions of fraud, of which management confirmed there had been none during or after the period.

We also evaluated the risk of fraud through management override. The key risks we identified were to maintain customer relationships through securing tax/financing advantages for them and manipulation of profits to obtain tax advantages. We determined that the principal risks were related to cut-off in respect of revenue recognition, management override of controls and stock valuation and provision.

In response to the identified risk, as part of our audit work we:

• Used data analytics to test journal entries throughout the year, for appropriateness;
• Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates; and
• Undertook specific cut-off procedures in respect of revenue recognition.

 

Compass Agri (Holdings) Limited

Independent Auditor's Report to the Members of Compass Agri (Holdings) Limited

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

The key laws and regulations we identified were Health & Safety at Work legislation, General Data Protection Regulations (GDPR), and Financial Conduct Authority (FCA) regulations.

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the entity and the industry/sector in which it operates to identify the key laws and regulations affecting the entity. As part of this assessment process we discussed with management the laws and regulations applicable to the company and group, reviewed certification identified on the subsidiary company website and other communications and considered findings from previous audits.

Use of our report

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





Robert Whitehead FCCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
TA1 2PX

16 September 2024

 

Compass Agri (Holdings) Limited

Consolidated Statement of Comprehensive Income

Year Ended 31 December 2023

Note

2023
 £

2022
 £

Turnover

3

23,155,122

24,378,067

Cost of sales

 

(21,575,663)

(22,809,801)

Gross profit

 

1,579,459

1,568,266

Administrative expenses

 

(1,085,938)

(589,064)

Other operating income

4

74,221

43,753

Operating profit

5

567,742

1,022,955

Other interest receivable and similar income

9

2,855

6,705

Interest payable and similar charges

10

(158,431)

(49,464)

Profit before tax

 

412,166

980,196

Taxation

11

(104,682)

(177,128)

Profit for the financial year

 

307,484

803,068

 

Compass Agri (Holdings) Limited

Consolidated Balance Sheet

31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

12

3,118,961

2,644,252

Investment property

14

3,268,706

3,268,706

 

6,387,667

5,912,958

Current assets

 

Stocks

13

3,740,909

2,948,487

Debtors

16

2,577,977

2,963,656

Cash at bank and in hand

17

2,450

183,660

 

6,321,336

6,095,803

Creditors: Amounts falling due within one year

19

(5,040,492)

(4,545,447)

Net current assets

 

1,280,844

1,550,356

Total assets less current liabilities

 

7,668,511

7,463,314

Creditors: Amounts falling due after more than one year

19

(2,323,893)

(2,345,461)

Provisions for liabilities

22

(654,392)

(540,111)

Net assets

 

4,690,226

4,577,742

Capital and reserves

 

Called up share capital

24

10

10

Profit and loss account

4,690,216

4,577,732

Equity attributable to owners of the company

 

4,690,226

4,577,742

Shareholders' funds

 

4,690,226

4,577,742

Approved and authorised by the Board on 13 September 2024 and signed on its behalf by:
 

.........................................
Mr J P W Nichols
Director

Company Registration Number: 10728335

 

Compass Agri (Holdings) Limited

Balance Sheet

31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

15

10

10

Current assets

 

Debtors

16

380

380

Creditors: Amounts falling due within one year

19

(380)

(380)

Net current assets/(liabilities)

 

-

-

Net assets

 

10

10

Capital and reserves

 

Called up share capital

24

10

10

Shareholders' funds

 

10

10

The company made a profit after tax for the financial year of £195,000 (2022 - profit of £200,000).

Approved and authorised by the Board on 13 September 2024 and signed on its behalf by:
 

.........................................
Mr J P W Nichols
Director

Company Registration Number: 10728335

 

Compass Agri (Holdings) Limited

Consolidated Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Profit and loss account
£

Total
£

At 1 January 2023

10

4,577,732

4,577,742

Profit for the year

-

307,484

307,484

Total comprehensive income

-

307,484

307,484

Dividends

-

(195,000)

(195,000)

At 31 December 2023

10

4,690,216

4,690,226

Share capital
£

Profit and loss account
£

Total
£

At 1 January 2022

10

3,974,664

3,974,674

Profit for the year

-

803,068

803,068

Total comprehensive income

-

803,068

803,068

Dividends

-

(200,000)

(200,000)

At 31 December 2022

10

4,577,732

4,577,742

 

Compass Agri (Holdings) Limited

Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Profit and loss account
£

Total
£

At 1 January 2023

10

-

10

Profit for the year

-

195,000

195,000

Dividends

-

(195,000)

(195,000)

At 31 December 2023

10

-

10

Share capital
£

Profit and loss account
£

Total
£

At 1 January 2022

10

-

10

Profit for the year

-

200,000

200,000

Dividends

-

(200,000)

(200,000)

At 31 December 2022

10

-

10

 

Compass Agri (Holdings) Limited

Consolidated Statement of Cash Flows

Year Ended 31 December 2023

Note

2023
 £

2022
 £

Cash flows from operating activities

Profit for the year

 

307,484

803,068

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

594,264

238,146

Profit on disposal of tangible assets

(243,334)

(129,833)

Finance income

9

(2,855)

(6,705)

Finance costs

10

158,431

49,464

Tax expense

11

104,682

177,128

 

918,672

1,131,268

Working capital adjustments

 

(Increase)/decrease in stocks

13

(792,422)

760,535

Decrease in trade debtors

16

356,379

1,087,612

Increase/(decrease) in trade creditors

19

1,175,922

(1,358,792)

Cash generated from operations

 

1,658,551

1,620,623

Income taxes received/(paid)

 

33,425

(80,745)

Net cash flow from operating activities

 

1,691,976

1,539,878

Cash flows from investing activities

 

Interest received

2,855

6,705

Acquisitions of tangible assets

(2,391,503)

(2,014,927)

Proceeds from sale of tangible assets

 

1,565,864

1,540,606

Acquisition of investment properties

14

-

(3,268,706)

Net cash flows from investing activities

 

(822,784)

(3,736,322)

Cash flows from financing activities

 

Interest paid

10

(158,431)

(49,464)

Proceeds from bank borrowing draw downs

 

-

2,357,000

Repayment of bank borrowing

 

(257,140)

(55,230)

Proceeds from other borrowing draw downs

 

(449,250)

702,000

Repayment of other borrowing

 

-

(357,000)

Dividends paid

(195,000)

(200,000)

Net cash flows from financing activities

 

(1,059,821)

2,397,306

Net (decrease)/increase in cash and cash equivalents

 

(190,629)

200,862

Cash and cash equivalents at 1 January

 

183,660

(17,202)

Cash and cash equivalents at 31 December

17

(6,969)

183,660

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Blackbrook Gate
1 Blackbrook Business Park
Taunton
TA1 2PX

The principal place of business is:
Market Way
North Petherton
Bridgwater
Somerset
TA6 6DF

These financial statements were authorised for issue by the Board on 13 September 2024.

2

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 UK and Republic of Ireland'. There are no material departures from FRS 102.

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.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

The group was formed as a result of a share for share exchange by Compass Agri (Holdings) Limited with Compass Limited. As this constitutes a group restructure under FRS102 the financial statements have been prepared using merger accounting principles as if the group had been in existence for the current and previous financial periods.

No profit or loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Going concern

The financial statements have been prepared on a going concern basis. In forming this opinion, and in particular, the directors have considered the performance of the company both during the year and subsequent to the year end, and the forecasted financial performance.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.

Revenue relating to the sale of goods is recognised in the profit and loss account on despatch or collection. Where customers are invoiced prior to despatch of goods a deferred income balance arises which is included within accruals and deferred income within current liabilities.

Revenue relating to the sale of services is recognised in the profit and loss account when the service has been provided.

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 corporation 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 on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

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.

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

2%-10% straight line

Plant and machinery

10%-25% reducing balance

Fixtures and fittings

25% reducing balance

Motor vehicles

25% reducing balance

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Investment property

Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

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.

Investments

Investments in subsidiaries are measured at cost less impairment.

Stocks

Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks, Net realisable value is based on selling price less anticipated costs to completion and selling costs, Costs represent the purchase price of goods for resale, net discounts receivable.

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.

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. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Financial instruments

Classification
The group holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Hire purchase contracts;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The group has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

3

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2023
£

2022
£

Sale of goods

21,547,747

23,150,771

Rendering of services

1,525,987

1,123,071

Commissions received

81,388

104,225

23,155,122

24,378,067

The analysis of the group's turnover for the year by market is as follows:

2023
£

2022
£

UK

19,747,599

21,293,945

Europe

3,096,339

2,146,098

Rest of world

311,184

938,024

23,155,122

24,378,067

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Sub lease rental income

74,221

43,753

5

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

594,264

238,146

Operating lease expense - property

130,175

121,700

Profit on disposal of property, plant and equipment

(243,334)

(129,833)

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

1,245,549

1,035,073

Social security costs

116,595

96,983

Pension costs, defined contribution scheme

25,058

18,314

1,387,202

1,150,370

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Production

15

19

Administration and support

1

2

Other departments

11

5

27

26

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

38,207

8,632

8

Auditor's remuneration

2023
£

2022
£

Audit of the financial statements

17,025

15,315


 

The auditors remuneration for the audit of these financial statements for the year ended 31 December 2023 was borne entirely by Compass Tractors Limited, the subsidiary.

9

Other interest receivable and similar income

2023
£

2022
£

Other finance income

2,855

6,705

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

10

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

158,431

49,464

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

11

Taxation

Tax charged/(credited) in the profit and loss account

2023
 £

2022
 £

Current taxation

UK corporation tax

-

52,165

UK corporation tax adjustment to prior periods

(9,599)

(5)

(9,599)

52,160

Deferred taxation

Arising from origination and reversal of timing differences

114,281

124,968

Tax expense in the income statement

104,682

177,128

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.52% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

412,166

980,196

Corporation tax at standard rate

96,941

186,237

Effect of expense not deductible in determining taxable profit (tax loss)

2,416

(53,073)

Deferred tax expense relating to changes in tax rates or laws

6,763

29,993

Deferred tax credit from unrecognised temporary difference from a prior period

-

(5)

Decrease in UK and foreign current tax from adjustment for prior periods

(9,596)

-

Tax increase from effect of capital allowances and depreciation

8,041

-

Tax increase from other short-term timing differences

117

13,976

Total tax charge

104,682

177,128

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Fixed asset timing differences

654,392

2022

Liability
£

Fixed asset timing differences

540,111

12

Tangible assets

Group

Land and buildings
£

Fixtures and fittings
 £

Motor vehicles
 £

Plant and machinery
 £

Total
£

Cost or valuation

At 1 January 2023

573,240

358,050

366,680

2,186,791

3,484,761

Additions

-

32,245

152,351

2,206,907

2,391,503

Disposals

-

-

(137,741)

(1,268,613)

(1,406,354)

At 31 December 2023

573,240

390,295

381,290

3,125,085

4,469,910

Depreciation

At 1 January 2023

108,191

259,482

184,311

288,525

840,509

Charge for the year

21,243

31,997

44,033

496,991

594,264

Eliminated on disposal

-

-

(53,060)

(30,764)

(83,824)

At 31 December 2023

129,434

291,479

175,284

754,752

1,350,949

Carrying amount

At 31 December 2023

443,806

98,816

206,006

2,370,333

3,118,961

At 31 December 2022

465,049

98,568

182,369

1,898,266

2,644,252

Included within the net book value of land and buildings above is £396,857 (2022 - £405,869) in respect of freehold land and buildings, £46,949 (2022 - £59,180) in respect of long leasehold land and buildings.
 

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

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:

 

2023
£

2022
£

Plant and machinery

271,250

715,010

     

13

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Finished goods and goods for resale

3,740,909

2,948,487

-

-

14

Investment properties

Group

2023
£

At 1 January

3,268,706

At 31 December

3,268,706

The directors consider that the investment property has not materially changed in value during the period. There was no subsequent valuation in the period by an independent valuer.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

15

Investments

Company

Subsidiaries

£

Cost or valuation

At 1 January 2023

10

Carrying amount

At 31 December 2023

10

At 31 December 2022

10

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Compass Tractors Limited

as for parent

Ordinary

100%

100%

 

     

Subsidiary undertakings

Compass Tractors Limited

The principal activity of Compass Tractors Limited is sale of, repair, supply of parts for and servicing of agricultural machinery and vehicles.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

16

Debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

1,733,585

1,577,395

-

-

Amounts due from group undertakings

26

380

380

380

380

Other debtors

 

369,224

771,275

-

-

Prepayments

 

428,097

538,615

-

-

S455 Tax receivable

 

46,691

75,991

-

-

 

2,577,977

2,963,656

380

380

17

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash on hand

1,021

118

-

-

Cash at bank

1,429

183,542

-

-

2,450

183,660

-

-

Bank overdrafts

(9,419)

-

-

-

Cash and cash equivalents in statement of cash flows

(6,969)

183,660

-

-

18

Analysis of cash and cash equivalents and net debt

At 1 January 2023

Cash flow

Non cash movements

At 31 December 2023

£

£

£

£

Cash at bank and on hand

183,660

(181,210)

-

2,450

Bank overdrafts

-

(9,419)

-

(9,419)

183,660

(190,629)

-

(6,969)

Financial lease obligation

(702,000)

449,250

-

(252,750)

Bank loans due within one year

(138,515)

257,140

(238,818)

(120,193)

Bank loans due after one year

(2,345,461)

238,818

(2,106,643)

Net debt

(3,002,316)

515,761

(2,486,555)

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

19

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

20

165,112

840,515

-

-

Trade creditors

 

2,068,399

1,580,709

-

-

Corporation tax

 

47,071

52,545

380

380

Amounts due to group undertakings

26

380

380

-

-

Social security and other taxes

 

46,780

37,549

-

-

Outstanding defined contribution pension costs

 

141

141

-

-

Other creditors

 

115,775

2,348

-

-

Accruals and deferred income

 

2,596,834

2,031,260

-

-

 

5,040,492

4,545,447

380

380

Due after one year

 

Loans and borrowings

20

2,323,893

2,345,461

-

-

20

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

2,106,643

2,345,461

-

-

Finance lease liabilities

217,250

-

-

-

2,323,893

2,345,461

-

-

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Bank borrowings

120,193

138,515

-

-

Bank overdrafts

9,419

-

-

-

Hire purchase contracts

35,500

702,000

-

-

165,112

840,515

-

-

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Group

Bank borrowings

The bank borrowing is denominated in Sterling with a nominal interest rate of 2 above the Bank of England base rate%, and the final instalment is due on 23 August 2042. The carrying amount at year end is £2,226,836 (2022 - £2,483,976).

The bank loan and overdraft are secured by way of a personal limited guarantee by the directors for £600,000 as well as a charge over the freehold property belonging to the subsidiary and a debenture on the assets of the subsidiary.

21

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

103,225

90,034

Later than one year and not later than five years

12,329

33,486

115,554

123,520

The amount of non-cancellable operating lease payments recognised as an expense during the year was £96,391 (2022 - £114,635).

22

Deferred tax provision

Group

Deferred tax
£

At 1 January 2023

540,111

Increase (decrease) in existing provisions

114,281

At 31 December 2023

654,392

23

Pension 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 £25,058 (2022 - £18,314).

Contributions totalling £141 (2022 - £141) were payable to the scheme at the end of the year and are included in creditors.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

24

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A Shares of £1 each

5

5

5

5

Ordinary B Shares of £1 each

5

5

5

5

 

10

10

10

10

Rights, preferences and restrictions

Ordinary A Shares have the following rights, preferences and restrictions:
Equal and ordinary voting rights with no preferences or restrictions.

Ordinary B Shares have the following rights, preferences and restrictions:
Equal and ordinary voting rights with no preferences or restrictions.

25

Dividends

Interim dividends paid

   

2023
£

 

2022
£

Interim dividend of £31,000.00 (2022 - £32,000.00) per each Ordinary A

 

155,000

 

160,000

Interim dividend of £8,000.00 per each Ordinary B

 

40,000

 

40,000

   

195,000

 

200,000

After the balance sheet date, interim dividends of £Nil (2022 - £31,000) per each Ordinary A share totalling £Nil (2022 - £155,000) and £Nil (2022 - £Nil) per each Ordinary B share totalling £Nil (2022 - £40,000) were paid. This dividend has not been accrued in the Balance Sheet.

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

26

Related party transactions

Group

Transactions with directors

2023

At 1 January 2023
£

Advances to director
£

Repayments by director
£

At 31 December 2023
£

Director 1

Director's loan account - 2.5% interest

-

(293,405)

155,060

(138,345)

         
       

Director 2

Director's loan account - 2.5% interest

36,046

175

(40,000)

(3,779)

         
       

 

2022

At 1 January 2022
£

Advances to director
£

Repayments by director
£

At 31 December 2022
£

Director 1

Director's loan account - 2.5% interest

64,973

1,145,880

(1,210,853)

-

         
       

Director 2

Director's loan account - 2.5% interest

14,536

50,582

(29,072)

36,046

         
       

 

Compass Agri (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 December 2023

 

Summary of transactions with other related parties

Transactions with other related parties connected by virtue of common directorship or ownership:

 A company with all of its directors in common with the Company:
An amount of £1,760 (2022 - £1,760) was due to this related party as at year end.

A company with all directors and shareholders in common with the Company:
An amount of £781,506 (2022 - £867,090) was due from this related party as at year end. During the year, sales were made to the related party of £362,726 (2022 - £150,774) and purchases made of £162,447 (2022 - £Nil).

A company with 50% of its directors and shareholders in common with the Company:
An amount of £200,635 (2022 - 40,526) was owed to this related party as at year end. During the year, sales were made to the related party of £175,281 (2022 - £362,221) and purchases made of £150,935 (2022 - £259,415). During the year, commisions paid to the related party of £Nil (2022 - £277,308).

A partnership related to one of the director-shareholders of the Company:
An amount of £10,698 is owed from (2022 - £1,504) this related party. During the year, sales were made to the related party of £12,273 (2022 - £5,068) and purchases made of £9,947 (2022 - £3,247).

A company with a director and shareholder in common with the Company:
An amount of £144,821 is owed to (2022 - £3,821 owed from) this related party. During the year, sales were made to the related party of £47,439 (2022 - £902,250) and purchases made of £50,192 (2022 - £880,147).

A company with a director and shareholder in common with the Company:
Am amount of £nil (2022 - £nil) is owed to this related party. During the year, purchases were made from this related party of £14,000 (2022 - £nil).

A partnership, where a partner is a director of the Company:
Am amount of £2,400 (2022- £nil) is owed by this related party. During the year, sales were made to this related party of £3,100 (2022 - £nil).

A new partnership was formed in the year, where a partner is a director of the Company:
At the balance sheet date, the Company was owed £33,677. The Company made sales to the partnership of £45,583 and purchases of £5,351 in the period.

Director's pension fund
The Company was charged rent of £97,000 (2022 - £97,000) during the year. The company made payments to the pension fund of £58,838 (2022 - £126,100). At the balance sheet date, the amount due to the pension fund was £57,562 (2022 - £Nil).