Year Ended
Registration number:
Compass Agri (Holdings) Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
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 |
|
Notes to the Financial Statements |
Compass Agri (Holdings) Limited
Company Information
Directors |
Mr J P W Nichols Mr R A J Parris |
Registered office |
|
Auditors |
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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
|
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:
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
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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.
Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
TA1 2PX
Compass Agri (Holdings) Limited
Consolidated Statement of Comprehensive Income
Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar charges |
( |
( |
|
Profit before tax |
|
|
|
Taxation |
( |
( |
|
Profit for the financial year |
|
|
Compass Agri (Holdings) Limited
Consolidated Balance Sheet
31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investment property |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
......................................... |
Company Registration Number: 10728335
Compass Agri (Holdings) Limited
Balance Sheet
31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets/(liabilities) |
- |
- |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
......................................... |
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 |
|
|
|
Profit for the year |
- |
|
|
Total comprehensive income |
- |
|
|
Dividends |
- |
( |
( |
At 31 December 2023 |
|
|
|
Share capital |
Profit and loss account |
Total |
|
At 1 January 2022 |
|
|
|
Profit for the year |
- |
|
|
Total comprehensive income |
- |
|
|
Dividends |
- |
( |
( |
At 31 December 2022 |
|
|
|
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 |
|
- |
|
Profit for the year |
- |
|
|
Dividends |
- |
( |
( |
At 31 December 2023 |
|
- |
|
Share capital |
Profit and loss account |
Total |
|
At 1 January 2022 |
|
- |
|
Profit for the year |
- |
|
|
Dividends |
- |
( |
( |
At 31 December 2022 |
|
- |
|
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 |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
(Increase)/decrease in stocks |
( |
|
|
Decrease in trade debtors |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
Cash generated from operations |
|
|
|
Income taxes received/(paid) |
|
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Acquisition of investment properties |
- |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from bank borrowing draw downs |
- |
|
|
Repayment of bank borrowing |
( |
( |
|
Proceeds from other borrowing draw downs |
( |
|
|
Repayment of other borrowing |
- |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
Cash and cash equivalents at 1 January |
183,660 |
(17,202) |
|
Cash and cash equivalents at 31 December |
(6,969) |
183,660 |
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
The principal place of business is:
Market Way
North Petherton
Bridgwater
Somerset
TA6 6DF
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the 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
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
• 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
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
Revenue |
The analysis of the group's revenue for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
Rendering of services |
|
|
Commissions received |
|
|
|
|
The analysis of the group's turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2023 |
2022 |
|
Sub lease rental income |
|
|
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Operating lease expense - property |
|
|
Profit on disposal of property, plant and equipment |
( |
( |
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Production |
|
|
Administration and support |
|
|
Other departments |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
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.
Other interest receivable and similar income |
2023 |
2022 |
|
Other finance income |
|
|
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
|
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
- |
|
UK corporation tax adjustment to prior periods |
( |
( |
(9,599) |
52,160 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Tax expense in the income statement |
|
|
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
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
( |
Deferred tax expense relating to changes in tax rates or laws |
|
|
Deferred tax credit from unrecognised temporary difference from a prior period |
- |
( |
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
- |
Tax increase from effect of capital allowances and depreciation |
|
- |
Tax increase from other short-term timing differences |
|
|
Total tax charge |
|
|
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 |
|
2022 |
Liability |
Fixed asset timing differences |
|
Tangible assets |
Group
Land and buildings |
Fixtures and fittings |
Motor vehicles |
Plant and machinery |
Total |
|
Cost or valuation |
|||||
At 1 January 2023 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
- |
- |
( |
( |
( |
At 31 December 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 January 2023 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
( |
At 31 December 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 December 2023 |
|
|
|
|
|
At 31 December 2022 |
|
|
|
|
|
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 |
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Finished goods and goods for resale |
|
|
- |
- |
Investment properties |
Group
2023 |
|
At 1 January |
|
At 31 December |
|
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
Investments |
Company
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
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 |
||||
|
as for parent |
Ordinary |
|
|
Subsidiary undertakings |
Compass Tractors Limited The principal activity of Compass Tractors Limited is |
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Debtors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
- |
- |
|
Amounts due from group undertakings |
|
|
|
|
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
S455 Tax receivable |
|
|
- |
- |
|
|
|
|
|
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
- |
- |
|
|
- |
- |
|
Bank overdrafts |
( |
- |
- |
- |
Cash and cash equivalents in statement of cash flows |
(6,969) |
183,660 |
- |
- |
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
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
- |
- |
|
Corporation tax |
47,071 |
52,545 |
380 |
380 |
|
Amounts due to group undertakings |
|
|
- |
- |
|
Social security and other taxes |
|
|
- |
- |
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other creditors |
|
|
- |
- |
|
Accruals and deferred income |
|
|
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
- |
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Finance lease liabilities |
|
- |
- |
- |
|
|
- |
- |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Bank overdrafts |
|
- |
- |
- |
Hire purchase contracts |
|
|
- |
- |
|
|
- |
- |
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Group
Bank borrowings
|
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.
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 |
|
|
Later than one year and not later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Deferred tax provision |
Group
Deferred tax |
|
At 1 January 2023 |
|
Increase (decrease) in existing provisions |
|
At 31 December 2023 |
|
|
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 £
Contributions totalling £
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
5 |
|
5 |
|
|
5 |
|
5 |
|
|
|
|
Rights, preferences and restrictions
Ordinary A Shares have the following rights, preferences and restrictions: |
Ordinary B Shares have the following rights, preferences and restrictions: |
Dividends |
Interim dividends paid
2023 |
2022 |
|||
Interim dividend of £ |
|
|
||
Interim dividend of £ |
|
|
||
|
|
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
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 |
- |
( |
|
( |
Director 2 |
||||
Director's loan account - 2.5% interest |
|
|
( |
( |
2022 |
At 1 January 2022 |
Advances to director |
Repayments by director |
At 31 December 2022 |
Director 1 |
||||
Director's loan account - 2.5% interest |
|
|
( |
- |
Director 2 |
||||
Director's loan account - 2.5% interest |
|
|
( |
|
Compass Agri (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Summary of transactions with other related parties
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).