Company registration number 14785183 (England and Wales)
MARSYLKA HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
MARSYLKA HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr RJ Hainsworth
Mr AE Hainsworth
Mr JS Hainsworth
Company number
14785183
Registered office
Unit 4
Thornbury Industrial Park
Woodhall Road
Bradford
BD3 7AF
Auditor
Buckle Barton
Sanderson House
Station Road
Horsforth
LS18 5NT
MARSYLKA HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 28
MARSYLKA HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

Marsylka Holdings was formed in April 2023 and is the sole shareholder of Marsylka Manufacturing Company and owns an investment property which is rented out to a third party.

The investment property is leased for 10 years until 2032.

Sales at Marsylka Manufacturing declined in the year due in part to the uncertain conditions in Sri Lanka and excess stock holding of some customers. Gross margin declined due to increased price competition and the strengthening of the Sri Lanka rupee which increased running costs.

Overall this led to the company making a loss before tax of £135,548.

Strategy

Our aim for 2024 is to maintain turnover, keep overheads down, improve margin, and reduce stock.

We will do this by focusing on costs, quality, ethics and compliance, and on time deliveries.

Principal risks and uncertainties

The economic situation in Sri Lanka remains uncertain leading to fluctuations in the value of the currency.

On behalf of the board

Mr RJ Hainsworth
Director
9 September 2024
MARSYLKA HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

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

Principal activities

The principal activity of the parent company is that of a holding company, the principal activity of the subsidiaries within the group continued to be that of the manufacture and retail of women's clothing.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr RJ Hainsworth
Mr AE Hainsworth
Mr JS Hainsworth
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

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.

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
Mr RJ Hainsworth
Director
9 September 2024
MARSYLKA HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

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:

 

 

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.

MARSYLKA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MARSYLKA HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Marsylka Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the group profit and loss account, 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

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 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:

MARSYLKA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MARSYLKA HOLDINGS LIMITED
- 5 -
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:

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.

 

- We enquired of the directors for evidence of non compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.

 

- We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any instances of fraud that had taken place during the accounting period.

 

- The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks.

 

- We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.

 

- We enquired of the directors about actual and potential litigation and claims.

 

- We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.

 

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.

MARSYLKA HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MARSYLKA HOLDINGS LIMITED
- 6 -

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.

Mark Dalton BA FCA (Senior Statutory Auditor)
For and on behalf of
9 September 2024
Buckle Barton Limited
Chartered Accountants
Statutory Auditor
MARSYLKA HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
Period
ended
31 December
2023
Notes
£
Turnover
3
4,190,290
Cost of sales
(3,422,123)
Gross profit
768,167
Administrative expenses
(951,768)
Other operating income
135,438
Operating loss
4
(48,163)
Interest payable and similar expenses
7
(87,385)
Loss before taxation
(135,548)
Tax on loss
8
31,846
Loss for the financial period
(103,702)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
MARSYLKA HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
Period
ended
31 December
2023
£
Loss for the period
(103,702)
Other comprehensive income
Currency translation gain taken to retained earnings
12,140
Total comprehensive income for the period
(91,562)
Total comprehensive income for the period is all attributable to the owners of the parent company.
MARSYLKA HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
Notes
£
£
Fixed assets
Intangible assets
9
3,491
Tangible assets
10
551,539
Investment property
11
4,825,000
5,380,030
Current assets
Stocks
14
3,502,677
Debtors
15
2,187,271
Cash at bank and in hand
231,793
5,921,741
Creditors: amounts falling due within one year
16
(1,140,573)
Net current assets
4,781,168
Total assets less current liabilities
10,161,198
Creditors: amounts falling due after more than one year
17
(2,337,766)
Provisions for liabilities
Provisions
90,865
Deferred tax liability
19
485,255
(576,120)
Net assets
7,247,312
Capital and reserves
Called up share capital
21
99
Other reserves
7,338,775
Profit and loss reserves
(91,562)
Total equity
7,247,312
The financial statements were approved by the board of directors and authorised for issue on 9 September 2024 and are signed on its behalf by:
09 September 2024
Mr RJ Hainsworth
Director
Company registration number 14785183 (England and Wales)
MARSYLKA HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
Notes
£
£
Fixed assets
Investment property
11
4,825,000
Investments
12
4,513,973
9,338,973
Current assets
Cash at bank and in hand
80,094
Creditors: amounts falling due within one year
16
(191,886)
Net current liabilities
(111,792)
Total assets less current liabilities
9,227,181
Creditors: amounts falling due after more than one year
17
(1,858,333)
Provisions for liabilities
Deferred tax liability
19
451,678
(451,678)
Net assets
6,917,170
Capital and reserves
Called up share capital
21
99
Other reserves
4,513,874
Profit and loss reserves
2,403,197
Total equity
6,917,170

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 £2,403,197.

The financial statements were approved by the board of directors and authorised for issue on 9 September 2024 and are signed on its behalf by:
09 September 2024
Mr RJ Hainsworth
Director
Company registration number 14785183 (England and Wales)
MARSYLKA HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
Share capital
Merger      relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Other comprehensive income:
Total comprehensive income
-
-
-
-
Balance at 6 April 2023
-
-
-
-
Period ended 31 December 2023:
Loss for the period
-
-
(103,702)
(103,702)
Other comprehensive income:
Currency translation differences
-
-
12,140
12,140
Total comprehensive income
-
-
(91,562)
(91,562)
Issue of share capital
21
99
-
-
99
Fair value adjustment
-
7,338,775
-
7,338,775
Balance at 31 December 2023
99
7,338,775
(91,562)
7,247,312
MARSYLKA HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
Share capital
Merger     relief reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 6 April 2023
-
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
2,403,197
2,403,197
Issue of share capital
21
99
-
-
99
Fair value adjustment
-
4,513,874
-
4,513,874
Balance at 31 December 2023
99
4,513,874
2,403,197
6,917,170
MARSYLKA HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
2023
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
22
(842,257)
Interest paid
(87,385)
Income taxes paid
(60,633)
Net cash outflow from operating activities
(990,275)
Investing activities
Purchase of tangible fixed assets
(15,902)
Proceeds from disposal of tangible fixed assets
1,000
Purchase of subsidiaries, net of cash acquired
511,224
Net cash generated from/(used in) investing activities
496,322
Financing activities
Proceeds from borrowings
2,000,000
Repayment of bank loans
(1,274,254)
Net cash generated from/(used in) financing activities
725,746
Net increase in cash and cash equivalents
231,793
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
231,793
MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Marsylka Holdings Limited (“the company”) is a private limited company incorporated in the United kingdom and registered in England and Wales. The registered office is Unit 4, Thornbury Industrial Park, Woodhall Road, Bradford, BD3 7AF.

 

The group consists of Marsylka Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The accounts reflect the groups first reporting period which covers 9 months to December 23. The date of incorporation of Marsylka Holdings Limited was 6 April 2023.

1.2
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 the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Marsylka Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
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.

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.6
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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
25% straight line
Patents & licences
none
1.8
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:

Leasehold improvements
5% straight line
Plant and equipment
15% straight line
Computers
15% straight line
Motor vehicles
25% straight line

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.

1.9
Investment property

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. Changes in fair value are recognised in profit or loss.

 

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.13
Cash and cash equivalents

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.

1.14
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.

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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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

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 unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
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.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

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.

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.

 

As stocks are carried at the lower of cost and net realisable value this requires the estimation of the eventual selling price of goods to customers in the future. A high degree of judgement is applied when estimating the impact on the carrying value of stocks of factors such as slow moving items, shrinkage, damage and obsolescence. The quantity, age and condition of stocks are regularly assessed as part of a range of reviews and stock counts undertake throughout the year. Trade debtors are also assessed for recoverability and bad debts are provided for.

3
Turnover
2023
£
Turnover analysed by class of business
Sale of goods
4,190,290
2023
£
Turnover analysed by geographical market
United Kingdom
3,968,007
Overseas
222,283
4,190,290
MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 22 -
4
Operating loss
2023
£
Operating loss for the period is stated after charging/(crediting):
Exchange gains
(162,765)
Depreciation of owned tangible fixed assets
92,472
Amortisation of intangible assets
407
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
5,000
Audit of the financial statements of the company's subsidiaries
13,000
18,000
For other services
All other non-audit services
600
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
903
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
684,753
-
0
Social security costs
8,160
-
Pension costs
47,320
-
0
740,233
-
0
7
Interest payable and similar expenses
2023
£
Interest on bank overdrafts and loans
87,385
MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 23 -
8
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
(31,846)

The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Loss before taxation
(135,548)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(33,887)
Tax effect of expenses that are not deductible in determining taxable profit
10,700
Gains not taxable
(235)
Group relief
(362)
Permanent capital allowances in excess of depreciation
(5,204)
Depreciation on assets not qualifying for tax allowances
13,806
Other non-reversing timing differences
2,786
Effect of overseas tax rates
(19,450)
Taxation credit
(31,846)
9
Intangible fixed assets
Group
Software
Patents & licences
Total
£
£
£
Cost
At 6 April 2023
-
0
-
0
-
0
Additions
3,897
1
3,898
At 31 December 2023
3,897
1
3,898
Amortisation and impairment
At 6 April 2023
-
0
-
0
-
0
Amortisation charged for the period
407
-
0
407
At 31 December 2023
407
-
0
407
Carrying amount
At 31 December 2023
3,490
1
3,491
The company had no intangible fixed assets at 31 December 2023.
MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
10
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 6 April 2023
-
0
-
0
-
0
-
0
-
0
Additions
312,680
210,620
49,755
71,956
645,011
Disposals
-
0
-
0
(50,840)
(21,686)
(72,526)
At 31 December 2023
312,680
210,620
(1,085)
50,270
572,485
Depreciation and impairment
At 6 April 2023
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
18,800
38,232
14,358
21,082
92,472
Eliminated in respect of disposals
-
0
-
0
(50,840)
(20,686)
(71,526)
At 31 December 2023
18,800
38,232
(36,482)
396
20,946
Carrying amount
At 31 December 2023
293,880
172,388
35,397
49,874
551,539
The company had no tangible fixed assets at 31 December 2023.
11
Investment property
Group
Company
2023
2023
£
£
Fair value
At 6 April 2023
-
-
Additions through external acquisition
4,825,000
4,825,000
At 31 December 2023
4,825,000
4,825,000

The fair value of the investment property has been arrived at on the basis of a valuation carried out on 11 January 2023 by Knight Frank, an independent firm of commercial real estate agents. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors consider this to be the appropriate value to use in the financial statements.

12
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
13
-
0
4,513,973
MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
12
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 6 April 2023
-
Additions
4,513,973
At 31 December 2023
4,513,973
Carrying amount
At 31 December 2023
4,513,973
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of shares held
% Held Direct
% Held Indirect
Capital and Reserves at Acquisition £
Marsylka Manufacturing Co.Limited
Unit 4 Thornbury Industrial Park, Woodhall Road, Bradford, England, BD3 7AF
Ordinary
100.00
-
7,262,996.00
Marsylka Manufacturing Lanka
No. 10, Export Processing zone, Polgahawela, 60300
Ordinary
-
100.00
170,772.00
The above subsidiaries were acquired on the 27th July 2023 and are held at fair value.
14
Stocks
Group
Company
2023
2023
£
£
Raw materials and consumables
785,801
-
Work in progress
100,227
-
Finished goods and goods for resale
2,616,649
-
0
3,502,677
-
MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
15
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
2,001,737
-
0
Corporation tax recoverable
2,491
-
0
Other debtors
7,614
-
0
Prepayments and accrued income
159,739
-
0
2,171,581
-
Amounts falling due after more than one year:
Deferred tax asset (note 19)
15,690
-
0
Total debtors
2,187,271
-
16
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Bank loans
18
235,007
100,000
Trade creditors
377,256
-
0
Corporation tax payable
1,332
1,150
Other taxation and social security
228,010
15,940
Other creditors
76,592
1
Accruals and deferred income
222,376
74,795
1,140,573
191,886

Included within creditors at year end are secured bank loans of £1,958,333 (Amount due > 1 year = £100,000, amount due < 1 year = £1,858,333).

17
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Bank loans and overdrafts
18
1,858,333
1,858,333
Other borrowings
18
479,433
-
0
2,337,766
1,858,333

Included within creditors at year end are secured bank loans of £1,958,333 (Amount due > 1 year = £100,000, amount due < 1 year = £1,858,333).

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 27 -
18
Loans and overdrafts
Group
Company
2023
2023
£
£
Bank loans
2,093,340
1,958,333
Other loans
479,433
-
0
2,572,773
1,958,333
Payable within one year
235,007
100,000
Payable after one year
2,337,766
1,858,333
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Assets
2023
2023
Group
£
£
Accelerated capital allowances
485,255
15,690
Liabilities
Assets
2023
2023
Company
£
£
Accelerated capital allowances
451,678
-
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 6 April 2023
-
-
Charge to profit or loss
418,682
451,678
Other
50,883
-
Liability at 31 December 2023
469,565
451,678

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period. The charge to the profit or loss in the company relates to the investment property which transferred ownership from a wholly owned subsidiary in the year.

MARSYLKA HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 28 -
20
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
47,320

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
2023
Ordinary share capital
Number
£
Issued and fully paid
of £1 each
99
99
22
Cash absorbed by group operations
2023
£
Loss for the period after tax
(103,702)
Adjustments for:
Taxation credited
(31,846)
Finance costs
87,385
Amortisation and impairment of intangible assets
407
Depreciation and impairment of tangible fixed assets
92,472
Increase in provisions
90,865
Movements in working capital:
Decrease in stocks
217,530
Increase in debtors
(1,270,222)
Increase in creditors
74,854
Cash absorbed by operations
(842,257)
23
Analysis of changes in net debt - group
6 April 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
-
231,793
231,793
Borrowings excluding overdrafts
-
(2,572,773)
(2,572,773)
-
(2,340,980)
(2,340,980)
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