Registered number: 03495308
SUPPLY POINT SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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SUPPLY POINT SYSTEMS LIMITED
COMPANY INFORMATION
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Craig Goble (appointed 1 August 2024)
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Swift Valley Industrial Estate
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SUPPLY POINT SYSTEMS LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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SUPPLY POINT SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company's principal activities are the manufacturing, sale and distribution of inventory management systems in Europe and Asia.
The Directors are not aware, at the date of this report, of any likely major changes to the Company's activities in the next
year.
The statement of financial position shows the Company's financial position at year end.
Principal risks and uncertainties
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Business risk
Over reliance on a relatively small number of large customers is an ongoing risk for the Company. The Company manages this risk by building and expanding upon its existing customer base, and entering agreements with customers to help ensure continued demand and maintain the Company's key supplier status. The Company continues to maintain strong relationships with its customers.
While the company is not immune to the cost increases and inflationary pressures seen globally, the company has a solid
customer base and is well positioned to absorb cost pressures and mitigate these where possible. The company continues
to display solid performance in the first half of 2024. Supply Point Systems continues to support it’s affiliated company, Supply Point Systems Inc, and other wider group companies, with tax efficient inter-company costing policies, which benefit the wider group position.
Foreign currency risk
The majority of sales and operating costs are denominated in Sterling. The Company also has sales and operating costs denominated in Euros, Chinese Renminbi and Indian Rupees, however on balance there are few significant exposures. The long term strategy is to achieve an overall balance in buying and selling currencies.
Credit risk
The Company's principal financial assets are cash, trade and other debtors.
The Company's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
The credit risk of liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The Company has no significant concentration of credit risk, with exposure spread over a number of counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure sufficient funds are available for ongoing operations and future developments, the Company utilises short term borrowing and lending facilities from the ultimate parent undertaking, Touchpoint Inc.
The Company manages this risk by ensuring cash is collected daily and purchases are paid weekly.
Other deveopments
On 1 August 2024, Isobel Gillott resigned as a director, and Craig Goble was appointed as a director. Isobel Gillott retains her management responsibility within the Company.
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SUPPLY POINT SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Financial key performance indicators
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This report was approved by the board and signed on its behalf.
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SUPPLY POINT SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Qualifying third party indemnity provisions
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For the full period and up to the date of the directors’ report being approved, a qualifying third party indemnity provision was in force during the financial year for the benefit of one or more of the directors of the company in accordance with the provisions of the Companies Act of 2006.
The Company’s principal activities are the manufacturing, sale and distribution of inventory management systems in Europe and Asia.
Following a review of forecasts, income statement, statement of financial position, the board is satisfied the Company has considerable financial resources together with contracts with a number of customers across Europe and USA in many varied industries.
In addition to this the Company has access to a group revolving credit facility managed by the parent company, TouchPoint Inc. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully. In August 2022, the parent company amended and restated the credit facility to increase it to $400M and extend its expiration date to August 2027. A guarantee from Touchpoint Inc is obtained to cover any shortfall in Supply Point's cash position in the succeeding months to December 2025. As of 31 December 2023, the Company was in compliance with all related financial covenants.
As a consequence, we believe that the Company is well placed to manage its business risks sucessfully.
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SUPPLY POINT SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The profit for the year, after taxation, amounted to £335,716 (2022 - loss £102,943).
The dividends paid to the parent company in the year amount to Nil (2021- £866,658).
The Directors do not recommend payment of a further dividend.
The directors who served during the year and since year end were:
Isobel Gillott (Resigned 1 August 2024)
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Daniel Bush
Craig Goble (Appointed 1 August 2024)
The directors anticipate the business environment will remain competitive. They believe that the company is in a good financial position and that the risks that have been identified are being well managed. With careful focus on appropriate development of new products, as well as continuing review of the state of the market and the activities of competitors, the directors are confident in the company's ability to maintain and build on this position.
Matters covered in the strategic report
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The company has chosen in accordance with the Companies Act 2006 s414C (11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, sch 7 to be contained in the directors' report. It has done so in respect of the review of the business, principal risks and uncertainties and key performance indicators.
Business review, principal risks and uncertainties facing the Company and key performance indicators have been included on Pages 1 and 2 of the strategic report.
Disclosure of information to auditors
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The Directors confirm that:
∙each the Directors is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Directors have taken all the steps that they ought to have been taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no other significant events affecting the Company since the year end.
The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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SUPPLY POINT SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
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SUPPLY POINT SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUPPLY POINT SYSTEMS LIMITED
Qualified opinion
We have audited the financial statements of Supply Point Systems Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for qualified opinion section of our report, the financial statements:
∙give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its 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 qualified opinion
As explained in note 2.1 to the financial statements, the company has prepared individual accounts in
accordance with section 394 of the Companies Act 2006 but has not consolidated the financial information of its subsidiary undertakings, Supply Point Systems GmbH, Supply Point Systems SRL, Supply Point Systems Private Ltd and Supply Point Systems (Shanghai) Co. Ltd, nor incorporated the result of its associate, Supply Point Systems Brazil Ltda.
The company is required to prepare group accounts in accordance with section 399 of the Companies Act 2006 and to consolidate the financial information of its subsidiary undertakings in accordance with the requirements of FRS 102 section 9 ‘Consolidated and Separate Financial Statements’ and to account for its associate in accordance with FRS 102 section 14 ‘Investments in Associates’. The effect on the financial statements of the failure to consolidate its subsidiary undertakings in accordance with FRS 102 section 9 and to account for its associate in accordance with FRS 102 section 14 has not been determined; as it is considered impractical to do so. In addition, the requirement for the company to prepare group financial statements and to consolidate the financial information of its subsidiary undertakings and to account for its associate is not reflected in the directors’ report or the strategic report. This is also a departure from s386(5) of the Companies Act 2006, denoting that a parent company takes reasonable steps to ensure its undertakings maintain adequate accounting records enabling the Directors to prepare consolidated accounts in compliance with the requirements of the Act.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
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SUPPLY POINT SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUPPLY POINT SYSTEMS LIMITED
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
As described in the basis for qualified opinion section of our report, our audit opinion is qualified for the failure of the company to prepare group financial statements, consolidating the financial information of its subsidiary undertakings and to incorporate the result of its associate. Furthermore, the failure to prepare group financial statements also has significant implications upon the recognition of the size of the Company (and its Group) and the resulting disclosures required under the applicable accounting standards. The Company itself is a small company under United Kingdom Generally Accepted Accounting Practice and can apply the provisions of FRS 102 section 1A, with the option to exclude certain disclosures within the directors’ report and to remove the strategic report entirely. However, the Group is a large group and, if group financial statements were prepared, various additional disclosures would be required such as the disclosures under the Streamlined Energy and Carbon Reporting regulations. The Company has not fully followed either size requirement entirely in the directors’ report or the strategic report and accordingly we have concluded that the other information is materially misstated for the same reason.
Opinions on other matters prescribed by the Companies Act 2006
Except for the matter described in the basis for qualified opinion and other information sections of our report, in our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Except for the matter described in the basis for qualified section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including
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SUPPLY POINT SYSTEMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SUPPLY POINT SYSTEMS LIMITED
fraud, is detailed below:
∙Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;
∙Auditing the risk of fraud in revenue, including through the testing of the cut off of income at the year end and sales transaction testing to ensure revenue is complete in the financial statements and recognised in the correct accounting period;
∙Enquires with management about any known or suspected instances of fraud;
∙Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls; and
∙Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.
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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the 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.
Andrew Matthews BFP ACA FCCA
Senior Statutory Auditor
for and on behalf of MHA, Statutory Auditors,
Liverpool, United Kingdom
20 September 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
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SUPPLY POINT SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.
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The notes on pages 14 to 32 form part of these financial statements. All amounts relate to continuing activities.
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SUPPLY POINT SYSTEMS LIMITED
REGISTERED NUMBER: 03495308
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 32 form part of these financial statements.
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SUPPLY POINT SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Profit and loss account (Restated)
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The notes on pages 14 to 32 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Profit and loss account (Restated)
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At 1 January 2022 (as previously stated)
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At 1 January 2022 (as restated)
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 14 to 32 form part of these financial statements.
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SUPPLY POINT SYSTEMS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Profit/(loss) for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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(Increase)/decrease in stocks
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Decrease/(increase) in debtors
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Decrease/(increase) in amounts owed by groups
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(Decrease)/increase in creditors
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(Decrease)/increase in amounts owed to groups
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Corporation tax (paid)/received
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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SUPPLY POINT SYSTEMS LIMITED
The notes on pages 14 to 32 form part of these financial statements.
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Supply Point Systems Limited is a private company limited by shares and incorporated in England and
Wales. Its registered head office is located at Unit B Swift Park, Swift Valley Industrial Estate, Rugby,
Warwickshire, CV21 1DZ.
The Company's principal activities are the manufacturing, sale and distribution of inventory management
systems within Europe, China and India. The entity is reporting for the year ended 31 December 2023.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The company has prepared individual accounts in accordance with section 394 of the Companies Act 2006 and has not consolidated the financial information of its subsidiary undertakings. The company is required to prepare group accounts in accordance with section 399 of the Companies Act 2006 and to consolidate the financial information of its subsidiary undertakings in accordance with the requirements of FRS 102 section 9 'Consolidated and Separate Financial Statements'', but has not done so. As is the Directors opinion, to consolidate the entire UK Group position, incorporating all worldwide subsidiaries has so far been economically unviable due to the complexity of the group and the lack of historically available information. Active efforts are however being made to rectify this position from the next financial year. As such, the financial statements provide information about the company only and not about its group which is a departure from the required accounting standard.
The following principal accounting policies have been applied:
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
After making enquiries, including the review of forecasts, statement of comprehensive income and statement for financial position, the board is satisifed that the Company has considerable financial resources together with contracts with a number of customers across Europe and the USA in many varied industries. These forecasts extend to December 2025, and have considered reasonable detoriations in revenue, as well as costs shocks.
In addition to this the Company has access to a group revolving credit facility managed by the parent
company, TouchPoint Inc. As a consequence, the Directors believe that the Company is well placed
to manage its business risks successfully. In August 2022, the parent company amended and
restated the credit facility to increase it to $400M and extend its expiration date to August 2027. A
guarantee from Touchpoint Inc is obtained to cover any shortfall in Supply Point's cash position in the succeeding months to December 2025. As of 31 December 2023, the Company was in compliance with all related financial covenants. As per company forecasts at date of signing, it is expected that all covenants will be complied with in the suceeding months to December 2025.
The Directors have a reasonable expectations that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer, i.e. on despatch or installation on client site;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Furthermore, for revenue to be recognised, the product must have been shipped, or the product delivered, based on specific contract terms.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Income Statement over its 10 year useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Preparation of the financial statements requires management to make significant judgements and estimates. Directors' consider that there are no critical accounting estimates.
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An analysis of turnover by class of business is as follows:
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Service maintenance revenue
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Analysis of turnover by country of destination:
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Intercompany recharges receivable
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The operating profit/(loss) is stated after charging:
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Research & development charged as an expense
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(Profit)/ loss on disposal of tangible fixed assets
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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Other operating lease rentals
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Interest payable and other similar expenses
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Interest payable on loans from group companies
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Fees payable to the Company's auditor and its associates for the audit of the Company's annual accounts
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Production and administration
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During the year retirement benefits were accruing to 1 director (2022 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £149,479 (2022 - £293,896).
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The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £18,651 (2022 - £33,165).
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in repect of prior periods
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
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Expenses not deductible for tax purposes
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Effects of group relief / other reliefs
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Adjustment from prior periods
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Effects of overses tax rates
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Total tax charge for the year
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.Taxation (continued)
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Factors that may affect future tax charges
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From 1 April 2023 the government have enacted changes to the corporation tax rate, increasing the main tax rate to 25%. For companies where financial year ends straddle two tax years pre and post the increase of corporation tax to 25%, profits are apportioned in the ratio to account for the number of months under a 19% taxation rate and a 25% taxation rate. The effective rate of tax for the year ended 31 December 2023 is therefore 23.52%.
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Charge for the year on owned assets
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Long-term leasehold property
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Charge for the year on owned assets
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The net book value of land and buildings may be further analysed as follows:
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SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Supply Point Systems GmbH
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Supply Point Systems Private Ltd
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Supply Point Systems (Shanghai) Co. Ltd
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Supply Point Systems Brasil Ltda
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The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Supply Point Systems GmbH
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Supply Point Systems Private Ltd
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Supply Point Systems (Shanghai) Co. Ltd
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Supply Point Systems Brasil Ltda
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|
SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Finished goods and goods for resale
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Stock recognised in the cost of sales during the year as an expense was £3,356,984 (2021: £3,229,754). An impairment provision of £185,238 (2022: £129,729) has been applied to the closing stock balance at the year end.
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Amounts owed by group undertakings
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Prepayments and accrued income
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At the year end trade debtors have been written down by £30,272 (2022: £ 42,217) in respect of bad and doubtful debts.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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|
SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Amounts owed to group undertakings
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Loan amounts owed to group undertakings are unsecured, attract interest at 3% fixed per annum and are repayable on demand.
|
SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charged to the profit or loss
|
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Short term timing differences - trading
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Deferred tax assets in respect of short term timing differences are expected to reverse in under 1 year and are in relation to unpaid remuneration relating to long term incentive plans. Other deferred tax assets are expected to reverse in under 1 year and realte to the utilisation of tax losses against future expected profits of the same period.
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Allotted, called up and fully paid
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99,999 (2022 - 99,999) Ordinary shares of £1.00 each
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1 (2022 - 1) Ordinary A share of £1.00
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Each class of share has full rights in the Company with respect to voting, dividends and distributions.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £126,470 (2022 - £157,813). Contributions totalling £24,076 (2022 - £25,285) were payable to the fund at the reporting date and are included in creditors.
|
SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The company operates cash-settled long term incentive plans at an operating business level for certain members of management. The plans are based on the business’ performance over a three-year period against budget on a variety of measures, including an adjusted operating profit measure and an individual’s personal performance in meeting company objectives. A liability for the plan is raised on the estimated amount that will become payable. At the year end, the expected liability was £692,977 (2022: £405,804), which was fully accrued at the year end.
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Commitments under operating leases
|
|
At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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The company is party to a fixed and floating debenture originally dated 13 October 2015 and renewed 2 August 2022, over all assets of the company, in favour of PNC Bank, National Association. This debenture renders the company joint and severally liable for all debts, along with its fellow group Companies: Southco Manufacturing Limited, Southco Severn Ltd, Touch Point Investments UK Ltd, TPI Soar Ltd and Soar TPI (Holdings) Ltd.
|
SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Related party transactions and balances
|
During the year, Supply Point Systems Limited undertook a number of transactions with related parties,
which are all members of the group of Companies headed by Touchpoint Inc. There were also direct
recharges of expenses incurred for the benefit of other Companies in the Touchpoint Inc. group of
Companies, which are not included in the table below as they net off.
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Amounts due from group undertakings
|
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|
Supply Point Systems GmbH
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Supply Point Systems (Shanghai) Co. Ltd
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Supply Point Systems Private Ltd
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Supply Point Systems Inc.
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Supply Point Systems GmbH - loan
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Supply Point Systems Srl - loan
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Supply Point Systems Private - loan
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Touchpoint Medical Nordic AS
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Touchpoint Medical Nordic AB
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Amounts owed to group undertakings
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Southco Manufacturing Limited
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Supply Point Systems Inc.
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Supply Point Systems GmbH
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Supply Point Systems (Shanghai) Co. Ltd
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Touchpoint Medical NV - Romania
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|
SUPPLY POINT SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Related party transactions and balances (continued)
|
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Sales to group undertakings
|
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Supply Point Systems GmbH
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Supply Point Systems (Shanghai) Co. Ltd
|
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Supply Point Systems Private Ltd
|
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Supply Point Systems Inc.
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Touchpoint Medical Nordic OY
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Touchpoint Medical Nordic AS
|
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Touchpoint Medical Nordic AB
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At 31 December 2023, the immediate UK parent Company was Soar TPI (Holdings) Ltd, a company incorporated in the United Kingdom. The ultimate UK parent company was Touchpoint Investments UK Limited, a company incorporated in the Untied Kingdom
The Company's ultimate parent Company and ultimate controlling party is Touchpoint Inc, a company incorporated in the United States of America. The largest group in which this company is included, and for which consolidated financial statements are prepared is headed by Touchpoint Inc. The accounts of Touchpoint Inc are not publicly available. The Directors have made the decision not to consolidate the results of the Company's subsidiaries into the results of Supply Point Systems Limited as detailed in note 2.1 of the financial statements, nor have they taken advantage of the exemption available from consolidation within s400 of The Companies Act 2004.
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