Company registration number 09516061 (England and Wales)
ROWLINSON CONSOLIDATED LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ROWLINSON CONSOLIDATED LIMITED
COMPANY INFORMATION
Directors
R J Rowlinson
L J Rowlinson
A R N Sharman
W J Rowlinson
Secretary
A R N Sharman
Company number
09516061
Registered office
Group Offices
Green Lane
Wardle
Nantwich
Cheshire
United Kingdom
CW5 6BN
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
ROWLINSON CONSOLIDATED LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 31
ROWLINSON CONSOLIDATED LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Introduction
The Company is the holding company for the Group, the principal activity of which is the manufacture and distribution of timber and related products.
Business review
The Group’s key performance indicators are :-
2023 2022
Turnover £49.4m £68.1m
Gross margin 21.1% 13.9%
Operating profit £1.89m £0.71m
Shareholders funds £38.2m £37.3m
The board decided to withdraw from timber importing and the sale of the trade of the Rowlinson Timber Ltd business was completed in March 2023. The sale also included the transfer of the port contract with its associated minimum volume guarantee liabilities. The operating loss for the year was £0.7m.
The Packaging businesses both encountered more difficult markets this year, but margins again improved. They delivered a slightly reduced operating profit of £1.8m.
Demand in the Garden Products markets continued to fall, due to poor weather and the general economic climate. The reduced demand and continued high levels of stock throughout the UK market put margins under pressure; as a result Rowlinson Garden Products, Baltic Connexions and Alexandra Retail fell back to an overall operating profit of £0.6m.
S172 Companies Act 2006 Statement
The Directors act in good faith to promote the success of the Company for the benefit of the shareholders as a whole, having regard to the stakeholders and matters set out in s172 (1) a-f of the Act :-
Strategies are focussed on medium and long term success; as a family owned business this is done with the intention that this will be to the benefit of future shareholders as well as for the current shareholders.
Our employees are fundamental to the success of the company. We aim to be a responsible employer in all areas, and the health, safety and wellbeing of all employees is a primary consideration in the operation of the business.
Our business relationships are vital to the on-going success of the company, and the company works continually to develop and strengthen new and existing relationships.
The Company recognises that its operations impact the environment and is committed to its wellbeing; without it the Company would not have access to its primary material, timber. In accordance with this commitment the Company requires its suppliers to provide evidence that all timber supplied is legally sourced and independently certified.
The company is committed to uphold the highest standards of business conduct and integrity in all its dealings.
The board at all times sets out to treat all shareholders fairly and equitably.
ROWLINSON CONSOLIDATED LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Financial Instruments
The Group holds various financial instruments such as trade debtors and trade creditors arising directly from the Group’s operations. Transactions in financial instruments result in the Group assuming or transferring to another party one or more of the financial risk described below.
Liquidity risk
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.
Interest rate risk
The Group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on bank overdrafts and loans.
Foreign currency risk
The Group’s principal foreign currency exposures arise from trading with overseas companies. The Group manages these exposures by the use of foreign currency forward contracts.
Credit risk
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.
R J Rowlinson
Director
24 September 2024
ROWLINSON CONSOLIDATED LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The company is the holding company for a group, the principal activity of which is the manufacture and sale of timber and related products.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £100,000 (2022: £100,000). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R J Rowlinson
L J Rowlinson
A R N Sharman
W J Rowlinson
Employee involvement
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
ROWLINSON CONSOLIDATED LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Energy and carbon report
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
1,616,585
1,687,983
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
10.00
13.00
- Fuel consumed for owned transport
50.00
44.00
60.00
57.00
Scope 2 - indirect emissions
- Electricity purchased
289.00
314.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
349.00
371.00
Intensity ratio
tCO2e gross figure (total GHG emissions per £m UK revenue)
8.5
5.5
Quantification and reporting methodology
Methodology : The methodology used to calculate our Greenhouse gas emissions is in line with the Greenhouse Gas Protocol, using the operational control approach to define our reporting boundary.
Measures taken to improve energy efficiency
In the period covered by the report the company has generated electricity from solar panels totalling 380,112 (2022: 396,963) kWh and heat from biomass boilers fuelled by production waste totalling 5,739,065 (2022: 5,079,346) kWh, thereby avoiding the carbon dioxide arising from the use of fossil fuels.
During the year Rowlinson Packaging, Rowlinson Packaging South and Rowlinson Garden Products replaced their diesel fork lift trucks with electric trucks.
ROWLINSON CONSOLIDATED LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Statement of directors' responsibilities
The directors are responsible 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 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
R J Rowlinson
Director
24 September 2024
ROWLINSON CONSOLIDATED LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROWLINSON CONSOLIDATED LIMITED
- 6 -
Opinion
We have audited the financial statements of Rowlinson Consolidated Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent 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.
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 material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
ROWLINSON CONSOLIDATED LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROWLINSON CONSOLIDATED LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept 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 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 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 parent 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.
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.
ROWLINSON CONSOLIDATED LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROWLINSON CONSOLIDATED LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Helen Davies (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
24 September 2024
Chartered Accountants
Statutory Auditor
Ship Canal House
98 King Street
Manchester
M2 4WU
ROWLINSON CONSOLIDATED LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
49,386,782
68,105,653
Cost of sales
(38,986,289)
(58,668,889)
Gross profit
10,400,493
9,436,764
Distribution costs
(3,091,245)
(2,659,641)
Administrative expenses
(6,562,249)
(7,213,391)
Other operating income
3
1,147,262
1,145,046
Operating profit
4
1,894,261
708,778
Interest receivable and similar income
17,688
566
Interest payable and similar expenses
8
(375,239)
(345,505)
Profit before taxation
1,536,710
363,839
Tax on profit
9
(480,859)
243,514
Profit for the financial year
24
1,055,851
607,353
Other comprehensive income
Currency translation differences
(109,484)
217,849
Total comprehensive income for the year
946,367
825,202
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
ROWLINSON CONSOLIDATED LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Negative goodwill
10
(22,929)
Tangible assets
11
12,761,099
11,924,622
Investment property
12
8,599,531
8,599,531
21,360,630
20,501,224
Current assets
Stocks
15
15,375,853
23,384,071
Debtors
16
6,478,018
8,426,396
Cash at bank and in hand
1,421,616
235,552
23,275,487
32,046,019
Creditors: amounts falling due within one year
17
(4,477,192)
(13,418,100)
Net current assets
18,798,295
18,627,919
Total assets less current liabilities
40,158,925
39,129,143
Creditors: amounts falling due after more than one year
18
(535,718)
(746,296)
Provisions for liabilities
Deferred tax liability
19
1,467,163
1,073,170
(1,467,163)
(1,073,170)
Net assets
38,156,044
37,309,677
Capital and reserves
Called up share capital
21
3,200,044
3,200,044
Merger reserve
22
9,858,488
9,858,488
Other reserves
23
170,715
280,199
Profit and loss reserves
24
24,926,797
23,970,946
Total equity
38,156,044
37,309,677
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
24 September 2024
R J Rowlinson
Director
Company registration number 09516061 (England and Wales)
ROWLINSON CONSOLIDATED LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
21,607,804
21,607,804
Current assets
Debtors
16
1,273,076
820,190
Cash at bank and in hand
1
1
1,273,077
820,191
Net current assets
1,273,077
820,191
Net assets
22,880,881
22,427,995
Capital and reserves
Called up share capital
21
3,200,044
3,200,044
Profit and loss reserves
24
19,680,837
19,227,951
Total equity
22,880,881
22,427,995
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £552,886 (2022: £643,674).
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
24 September 2024
R J Rowlinson
Director
Company registration number 09516061 (England and Wales)
ROWLINSON CONSOLIDATED LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Merger reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
3,200,044
9,858,488
62,350
23,463,593
36,584,475
Year ended 31 December 2022:
Profit for the year
-
-
-
607,353
607,353
Other comprehensive income:
Currency translation differences
-
-
-
217,849
217,849
Total comprehensive income for the year
-
-
-
825,202
825,202
Dividends
-
-
-
(100,000)
(100,000)
Currency translation differences
-
-
217,849
(217,849)
-
Balance at 31 December 2022
3,200,044
9,858,488
280,199
23,970,946
37,309,677
Year ended 31 December 2023:
Profit for the year
-
-
-
1,055,851
1,055,851
Other comprehensive income:
Currency translation differences
-
-
-
(109,484)
(109,484)
Total comprehensive income for the year
-
-
-
946,367
946,367
Dividends
-
-
-
(100,000)
(100,000)
Currency translation differences
-
-
(109,484)
109,484
-
Balance at 31 December 2023
3,200,044
9,858,488
170,715
24,926,797
38,156,044
ROWLINSON CONSOLIDATED LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
3,200,044
18,684,277
21,884,321
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
643,674
643,674
Dividends
-
(100,000)
(100,000)
Balance at 31 December 2022
3,200,044
19,227,951
22,427,995
Year ended 31 December 2023:
Profit and total comprehensive income
-
552,886
552,886
Dividends
-
(100,000)
(100,000)
Balance at 31 December 2023
3,200,044
19,680,837
22,880,881
ROWLINSON CONSOLIDATED LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
9,839,864
(644,875)
Interest paid
(375,239)
(345,505)
Income taxes paid
(132,622)
(802,784)
Net cash inflow/(outflow) from operating activities
9,332,003
(1,793,164)
Investing activities
Purchase of tangible fixed assets
(2,189,326)
(964,296)
Proceeds on disposal of tangible fixed assets
600,946
56,442
Purchase of investment property
-
(6,500)
Interest received
17,688
566
Net cash used in investing activities
(1,570,692)
(913,788)
Financing activities
Net movement of borrowings
(3,603,805)
480,279
Movement of loans
131,170
-
Purchase of and net movement in finance lease obligations
(306,371)
(458,554)
Dividends paid to equity shareholders
(100,000)
(100,000)
Net cash used in financing activities
(3,879,006)
(78,275)
Net increase/(decrease) in cash and cash equivalents
3,882,305
(2,785,227)
Cash and cash equivalents at beginning of year
(2,492,274)
292,953
Cash and cash equivalents at end of year
1,390,031
(2,492,274)
Relating to:
Cash at bank and in hand
1,421,616
235,552
Bank overdrafts included in creditors payable within one year
(31,585)
(2,727,826)
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information
Rowlinson Consolidated Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Group Offices, Green Lane, Wardle, Nantwich, Cheshire, United Kingdom, CW5 6BN.
The group consists of Rowlinson Consolidated Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Basis of consolidation
The consolidated financial statements incorporate those of Rowlinson Consolidated Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rent is charged on a straight line basis in accordance with signed rental agreements.
1.5
Intangible fixed assets - goodwill
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the profit and loss accounts over its estimated useful economic life of 10 years.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2.5-5% straight line
Plant and equipment
10-15% straight line
Fixtures and fittings
10-15% straight line
Computer equipment
15% straight line
Motor vehicles
25% straight line
Other assets
20% straight line
Freehold land is not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in profit or loss.
1.8
Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.11
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Retirement benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.16
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
The financial statements of overseas subsidiary undertaking is translated at the rate of exchange at the balance sheet date. All retranslation differences are taken to other comprehensive income.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Provision for slow moving stock
The directors have applied their knowledge of the operations of the business when reviewing the stock listing at the balance sheet date, and have made appropriate provisions for any items deemed to be slow moving or obsolete. The charge to the profit and loss accounts is recognised in cost of sales.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
39,637,604
55,284,375
Rest of Europe
9,719,797
12,478,445
Rest of the World
29,381
342,833
49,386,782
68,105,653
Turnover and profit before tax are attributable to the principal activity of the group.
2023
2022
£
£
Other revenue
Grants received
75,822
72,724
Net rents receivable
1,046,965
1,006,366
Other operating income
24,475
65,956
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(6,838)
(4,976)
Government grants
(75,822)
(72,724)
Depreciation of owned tangible fixed assets
974,265
1,125,187
Depreciation of tangible fixed assets held under finance leases
151,055
78,002
Profit on disposal of tangible fixed assets
(380,991)
(42,557)
Amortisation of intangible assets
(22,929)
(57,334)
Operating lease charges
237,081
133,578
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,750
2,500
Audit of the financial statements of the company's subsidiaries
58,250
54,300
62,000
56,800
For other services
Taxation compliance services
9,300
8,750
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Direct
250
207
-
-
Administration
69
81
4
4
Total
319
288
4
4
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
9,797,113
10,549,681
Social security costs
704,132
711,811
-
-
Pension costs
351,836
402,943
10,853,081
11,664,435
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
403,904
629,491
Company pension contributions to defined contribution schemes
37,378
78,070
441,282
707,561
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
207,565
411,071
During the year retirement benefits were accruing to 2 directors (2022: 3) in respect of defined contribution pension schemes.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
70,447
66,158
Interest on invoice finance arrangements
239,071
245,632
309,518
311,790
Other finance costs:
Interest on finance leases and hire purchase contracts
42,532
18,955
Other interest
23,189
14,760
Total finance costs
375,239
345,505
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
185,045
159,654
Adjustments in respect of prior periods
(98,179)
Total current tax
86,866
159,654
Deferred tax
Origination and reversal of timing differences
297,336
(361,168)
Adjustment in respect of prior periods
96,657
(42,000)
Total deferred tax
393,993
(403,168)
Total tax charge/(credit)
480,859
(243,514)
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 23 -
The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
1,536,710
363,839
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
361,434
69,129
Tax effect of expenses that are not deductible in determining taxable profit
4,270
1,081
Tax effect of income not taxable in determining taxable profit
(5,393)
(10,893)
Adjustments in respect of prior years
(98,180)
Effect of change in corporation tax rate
17,599
(86,681)
Depreciation on assets not qualifying for tax allowances
41,119
28,648
Deferred tax adjustments in respect of prior years
96,657
(42,000)
Trade losses eliminated
224,163
Enhanced capital allowances
(184)
(17,846)
Difference in overseas tax rate
(160,626)
(184,952)
Taxation charge/(credit)
480,859
(243,514)
At 31 December 2023, there are tax losses available to carry forward and set against future trading profits amounting to £nil (2022: £1,766,632).
10
Intangible fixed assets
Group
Negative goodwill
£
Cost
At 1 January 2023 and 31 December 2023
(5,621,611)
Amortisation and impairment
At 1 January 2023
(5,598,682)
Amortisation charged for the year
(22,929)
At 31 December 2023
(5,621,611)
Carrying amount
At 31 December 2023
At 31 December 2022
(22,929)
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
11
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2023
9,204,857
11,194,939
339,505
59,232
399,982
21,198,515
Additions
753,209
1,355,640
58,777
21,700
2,189,326
Disposals
(1,999)
(621,655)
(36,486)
(660,140)
Transfers
84,765
(84,765)
Exchange adjustments
(12,724)
(77,784)
(90,508)
At 31 December 2023
10,028,108
11,766,375
398,282
59,232
385,196
22,637,193
Depreciation and impairment
At 1 January 2023
3,143,160
5,614,940
224,729
59,232
231,832
9,273,893
Depreciation charged in the year
283,421
774,912
11,564
55,423
1,125,320
Eliminated in respect of disposals
(403,699)
(36,486)
(440,185)
Exchange adjustments
(18,468)
(64,466)
(82,934)
At 31 December 2023
3,408,113
5,921,687
236,293
59,232
250,769
9,876,094
Carrying amount
At 31 December 2023
6,619,995
5,844,688
161,989
134,427
12,761,099
At 31 December 2022
6,061,697
5,579,999
114,776
168,150
11,924,622
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
The carrying value of land comprises:
Group
Company
2023
2022
2023
2022
£
£
£
£
Freehold
1,086,716
1,086,716
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
943,078
1,183,487
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
12
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 January 2023 and 31 December 2023
8,599,531
-
The fair value of the investment property has been arrived at on the basis of an independent valuation carried out on 17 September 2021 by Legat Owen Chartered Surveyors. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Cost
6,744,200
6,744,200
-
-
Accumulated depreciation
(3,814,246)
(3,729,944)
-
-
Carrying amount
2,929,954
3,014,256
-
-
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
21,607,804
21,607,804
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
21,607,804
Carrying amount
At 31 December 2023
21,607,804
At 31 December 2022
21,607,804
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
Rowlinson Group Limited
Holding company
Ordinary
100.00
-
Rowlinson Packaging Limited
Timber agent and timber products manufacturer
Ordinary
100.00
-
Rowlinson Packaging (South) Limited
Timber packaging manufacturer
Ordinary
100.00
-
Rowlinson Garden Products
Timber products manufacturer
Ordinary
100.00
-
Alexandra Retail Limited
Timber products manufacturer
Ordinary
100.00
-
Rowlinson Timber Limited
Timber agent
Ordinary
100.00
-
Baltic Connexions OU
Timber agent and timber products manufacturer
Ordinary
100.00
-
Rowlinson Group Holdings Limited
Non-trading
Ordinary
100.00
-
Rowlinson (Wirebound Containers) Limited
Non-trading
Ordinary
100.00
-
Rowlinson Timber (Yorkshire) Limited
Non-trading
Ordinary
100.00
-
Kingsley Pine Holdings Limited
Non-trading
Ordinary
100.00
-
Kingsley Pine Cabinet Limited
Non-trading
Ordinary
100.00
-
Lockerbie Sawmill Limited
Non-trading
Ordinary
100.00
-
Eurowood Limited
Non-trading
Ordinary
100.00
-
Supersheds Limited
Non-trading
Ordinary
100.00
-
Handyjack Limited
Non-trading
Ordinary
0
100.00
Rowlinson Timber (Manchester) Limited
Non-trading
Ordinary
0
100.00
Rowlinson Two Limited
Non-trading
Ordinary
0
100.00
15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
5,638,741
8,383,042
-
-
Work in progress
592,485
718,001
-
-
Finished goods and goods for resale
9,144,627
14,283,028
15,375,853
23,384,071
-
-
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,261,741
6,667,096
Amounts owed by group undertakings
-
-
1,273,076
820,190
Other debtors
1,317,692
1,016,729
Prepayments and accrued income
898,585
742,571
6,478,018
8,426,396
1,273,076
820,190
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
64,415
2,727,826
Obligations under finance leases
285,043
282,496
Other borrowings
445,802
4,049,607
Trade creditors
1,597,793
2,959,110
Corporation tax payable
78,550
124,306
Other taxation and social security
479,623
680,135
-
-
Other creditors
76,829
Accruals and deferred income
1,449,137
2,594,620
4,477,192
13,418,100
The obligations due under the hire purchase contracts are secured over the assets to which they relate.
Other borrowings relate to invoice discounting advances. Invoice discounting advances are secured on the trade debtors of the group.
The bank overdraft is secured by way of a debenture covering land & buildings owned by Rowlinson Group Limited and fellow group companies.
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
98,340
Obligations under finance leases
437,378
746,296
535,718
746,296
-
-
The obligations due under the hire purchase contracts are secured over the assets to which they relate.
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
699,269
732,784
Tax losses
836,668
396,947
Short term timing differences
(68,774)
(56,561)
1,467,163
1,073,170
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
1,073,170
-
Charge to profit or loss
393,993
-
Liability at 31 December 2023
1,467,163
-
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
351,836
402,943
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
First Ordinary shares of 1p each
4,028
4,028
40
40
A Ordinary shares of £1 each
3,200,000
3,200,000
3,200,000
3,200,000
Second Ordinary shares of 1p each
394
394
4
4
3,204,422
3,204,422
3,200,044
3,200,044
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
22
Merger reserve
The merger reserve represents the difference between consideration and nominal value of the shares issued resulting from historical group re-organisations.
23
Other reserves
Other reserves represent the foreign exchange differences on translation of the foreign subsidiary.
24
Profit and loss reserves
Profit and loss reserves represent accumulated profits less equity dividends paid.
25
Financial commitments, guarantees and contingent liabilities
Rowlinson Consolidated Limited and it's subsidiaries form a VAT group, which shares a common registration number. As a result, it has jointly guaranteed the VAT liability of the Group. However, the directors are of common opinion that no liability is likely to arise from the unlikely event of failure by other members of the Group.
Santander UK plc holds a fixed and floating charge over all tangible fixed assets.
The Group has a HM Revenue and Customs duty deferment account totalling £985,000 (2022: £985,000) at the balance sheet date.
26
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
452,089
249,012
-
-
Between two and five years
1,322,921
707,296
-
-
In over five years
137,572
-
-
-
1,912,582
956,308
-
-
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
26
Operating lease commitments
(Continued)
- 30 -
Lessor
The future minimum lease payments under non-cancellable operating leases due to the group are as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
567,027
567,027
-
-
Between two and five years
2,268,108
2,268,108
-
-
In over five years
1,098,378
1,665,405
-
-
3,933,513
4,500,540
-
-
27
Related party transactions
The Company has taken full advantage of the exemption in Financial Reporting Standard 12, section 22, from disclosing transactions with other members of the group headed by Rowlinson Consolidated Limited.
Included within other debtors is a balance of £522,213 (2022: £487,200) owed by Alexandra Securities Limited, a related party by way of common control, and £100,000 (2022: £100,000) owed by P Rowlinson, a related party by way of shareholding.
28
Controlling party
Rowlinson Consolidated Limited is under the control of R J Rowlinson by virtue of his majority shareholding.
29
Cash generated from/(absorbed by) group operations
2023
2022
£
£
Profit for the year after tax
1,055,851
607,353
Adjustments for:
Taxation charged/(credited)
480,859
(243,514)
Finance costs
375,239
345,505
Investment income
(17,688)
(566)
Gain on disposal of tangible fixed assets
(380,991)
(42,557)
Amortisation and impairment of intangible assets
(22,929)
(57,334)
Depreciation and impairment of tangible fixed assets
1,125,320
1,203,189
Foreign exchange gains on translation of overseas subsidiaries
(101,910)
217,849
Movements in working capital:
Decrease in stocks
8,008,218
1,046,478
Decrease in debtors
1,948,378
434,804
Decrease in creditors
(2,630,483)
(4,156,082)
Cash generated from/(absorbed by) operations
9,839,864
(644,875)
ROWLINSON CONSOLIDATED LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
30
Analysis of changes in net funds/(debt) - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
235,552
1,186,064
1,421,616
Bank overdrafts
(2,727,826)
2,696,241
(31,585)
(2,492,274)
3,882,305
1,390,031
Borrowings excluding overdrafts
(4,049,607)
3,472,635
(576,972)
Obligations under finance leases
(1,028,792)
306,371
(722,421)
(7,570,673)
7,661,311
90,638
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